Common use of Termination Without Cause Clause in Contracts

Termination Without Cause. Upon the termination of the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise.

Termination Without Cause. Upon (i) Anything in this Agreement to the contrary notwithstanding, the Executive’s employment may be Terminated Without Cause as provided in this Section 10(d). Termination Without Cause shall mean either (1) a termination of the Employee's Executive’s employment by the Company, (other than a termination due to death as described in Section 10(a) above, disability as described in Section 10(b) above, or a Termination For Cause as described in Section 10(c) above); or (2) a termination due to Good Reason Resignation as defined as follows:. Good Reason Resignation shall mean termination of employment that is voluntary on the part of the Executive but is due to: (i) a significant reduction of the Executive’s responsibilities, title or status resulting from a change in such title or status, or from the assignment to the Executive of any duties inconsistent with his title, duties, or responsibilities; or (ii) a reduction in the Executive’s salary, bonus potential, or a material reduction of benefits. (ii) In the event there is a Termination Without CauseCause of the Executive’s employment, neither the Employee nor Executive shall be entitled to: (A) continuation of the Employee's beneficiaries annual base salary provided in Section 4 above until the date which is twenty-four months after the last day of the month in which such termination occurs (“Payment Period”); provided, however, that payments pursuant to this Section 10(d)(ii)(A) are subject to the provisions of Section 13 and provided, however, that any payments made by the Company under paragraphs 4, 6, 7, 8 herein after Executive’s termination of employment will reduce by an equal amount any payments to be made hereunder as salary continuation; (B) continuation of coverage under the employee benefit plans of the Company in which the Executive was participating at the time of his termination of employment for the period of salary continuation under Section 10(d)(A) above; provided, however, that (1) except as required by applicable law, any such continued coverage shall terminate upon the subsequent full-time employment of the Executive, and (2) if the company is unable to continue such coverage, then they shall provide the Executive with economically equivalent employee benefits to the extent such benefits are reasonably available. (iii) At the discretion of the Compensation Committee, the present value of any amounts payable to the Executive in accordance with Section 10(d)(ii)(A) above may be paid to the Executive in a lump sum. The interest rate used in determining the present value shall be the interest rate on one-year United States Treasury Bills at the auction of such instruments nearest in time to the date of the Executive’s termination of employment under this Section 10(d). Any such lump sum payment by the Company to the Executive shall not affect the obligation of the Company as otherwise provided in Section 10(d)(ii)(B) above to provide continuation coverage under the employee benefit plans. (iv) During the Payment Period, Executive shall make a good faith effort to seek other employment. If Executive attains other employment during the Payment Period, he shall so notify Company and any compensation paid to Executive by his new employer shall reduce, by an equivalent amount, the payments required to be made under Section 10(d)(ii)(A). (v) The obligation of the Company to make or estate will have any further rights or provide the payments and benefits set forth in this Section 10(d) shall be strictly conditioned on the Executive executing and returning to the Company a general release and waiver of all claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment as submitted by the Company. (vi) If there is a Termination Without Cause during the first year of the Employee's base salary (as in effect immediately prior to such termination) and of Initial Term, the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms provisions of this agreement, Executive will receive the amounts payable under Section 10(d)(ii)(A) and conditions (including, without limitation, B) plus any applicable co-pay obligations remaining but unpaid salary or contract benefits due him for the first year of the Employee, but excluding any applicable tax consequences Initial Term. (vii) Any shares of restricted Company stock and options to purchase ordinary shares of Company stock held by Executive will continue to vest in accordance with the terms of the awards for the Employee) as in effect from period of time to time for officers of which includes the Company generally. For the purposes completion of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee Contract and the obligations of the Company under this any subsequent Payment Period as set forth in Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise10(d)(ii)(A).

Termination Without Cause. Upon (A) If the termination of the Employee's Executive’s employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against is terminated by the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount without Cause (as defined below): (1) the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date the Executive’s employment is terminated) until the end of the Severance Period (as defined below), (y) with respect to the Annual Bonus, to the extent the Milestones are achieved or, in the absence of Milestones, the Board has, in its sole discretion, otherwise determined an amount for the Executive’s bonus for the current Employment Period, pay the Executive a period pro rata portion of 12 months the Annual Bonus for the year of the Employment Period on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company, and (z) pay any other accrued compensation and Benefits; and (2) any of the Executive’s unvested stock options as set forth on Schedule A attached hereto shall automatically vest upon the Executive’s termination without Cause. The Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination of employment. (B) If, following a termination of employment without Cause, the effective Executive breaches the provisions of Sections 8, 9 or 10 hereof, the Executive shall not be eligible, as of the date of such terminationbreach, for the payments and (iii) continuation of the medical benefits coverage to which the Employee is entitled under described in Section 5(c) hereof over the 12 month period provided in clause (ii7(a)(ii)(A) above, with such coverage to be provided at the same level and subject to the same terms any and conditions (including, without limitation, any applicable co-pay all obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers and agreements of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" with respect to such payments shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwisethereupon cease.

Termination Without Cause. Upon the termination of the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will At any time Employer shall have any further rights or claims against the Company under this Agreement except the right to receive terminate the Term and the Executive's employment hereunder without Cause by written notice to the Executive. Upon any termination pursuant to this Section 10 (ithat is not a termination under any of Sections 7, 8, 9, 11 or 12), Employer shall (A) pay the payments Executive a lump sum equal to one full year of the Executive's Annual Base Salary as of the date of termination; (B) pay Executive a lump sum equal to the full amount of the AIP Bonus available to Executive, for the full year in which the termination occurred or the previous year, whichever year is higher, at the full target bonus opportunity percentage provided under Section 4(b) of this Agreement, to be calculated as if 100% of all corporate and other rights provided for in Section 10(a) hereof, (ii) severance payments personal performance objectives in the form AIP were achieved; and (C) provide and pay the full amount of semi-monthly payment employer and employee share of the Employee's base salary (as in effect immediately prior to such termination) and premiums for continued coverage of the Pro-Rata Bonus Amount (Executive and Executive's spouse and dependents under the Employer's Welfare Benefits, pursuant to COBRA as defined below) applicable, for a period of 12 months following one year after the effective date of such terminationtermination or until and to the extent the Executive is covered by comparable Welfare Benefits, whichever occurs first, and (iii) continuation in the event such continued coverage is not allowed by law or the Employer's Welfare Benefits plans, the Executive shall be entitled to the cash equivalent of the medical premiums for such benefits coverage to which and the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause federal income tax consequences of such payments. The Company shall have no further liability hereunder (ii) abovesubject, with such coverage to be provided at the same level and subject however, to the same provisions of Section 5(a) and (d)). The Executive shall be entitled to receive all severance payments and benefits hereunder regardless of any future employment undertaken by the Executive as long as the Executive is in full compliance with the terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise.

Termination Without Cause. Upon The Company may terminate the termination Term of the Employee's employment as a Termination Without Employment at any time without Cause, neither by written notice to the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive Executive not less than thirty (i30) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately days prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination. In the event that the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) the Executive shall be entitled to: (i) 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 within 2 1/2 months after the last day of the Bonus Period in which the Termination Date occurs; (iii) continuation A lump sum payment equal to the Severance Amount, payable within the later of ten (10) business days after the Termination Date or the expiration of the medical benefits coverage to which seven (7) day revocation period for the Employee is entitled under general release described in Section 5(c6(j); (iv) hereof over the 12 month period provided in clause (ii) aboveContinuation, with such coverage to be provided at the same level and subject to the same terms and conditions (includingCompany’s expense, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for health benefits provided to Executive and his covered dependents under the Employee) Company health plans as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to after the date of his termination, or such termination at the same cost applicable to active employees until the earlier of: (bA) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment PeriodSeverance Term, whether by failure or (B) the date the Executive commences employment with any person or entity and, thus, is eligible for health insurance benefits; provided, however, that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRA. In the event that the Company is unable to provide the Executive and his covered dependents with any health benefits required pursuant to this Section 6(e)(iv), then the Company shall pay the Executive cash equal to the value of the Compensation Committee 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 extend be made monthly until such period or otherwisetime as the benefits would otherwise terminate pursuant to this Section 6(e)(iv); and (v) Vesting, immediately prior to such termination, in any Equity Awards that have not previously vested.

Termination Without Cause. Upon (A) If the termination of the Employee's Executive’s employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against is terminated by the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount without Cause (as defined below): (1) the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date the Executive’s employment is terminated) until the end of the Severance Period (as defined below), (y) with respect to the Annual Bonus, to the extent the Milestones are achieved or, in the absence of Milestones, the Board has, in its sole discretion, otherwise determined an amount for the Executive’s bonus for the current Employment Period, pay the Executive a period pro rata portion of 12 months the Annual Bonus for the year of the Employment Period on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company, and (z) pay any other accrued compensation and Benefits, and the Executive shall continue to receive all Benefits (either through the Company or an Affiliate) during the Severance Period, provided the Executive was participating in the applicable plan or program immediately prior to the termination of his employment, to the extent permitted under the terms of such plan or program as of the date of termination; and (2) any of the Executive’s unvested stock options or other equity awards granted by the Company shall automatically vest upon the Executive’s termination without Cause. The Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or Benefits after such termination of employment. (B) If, following a termination of employment without Cause, it is conclusively determined by a court that the effective Executive has breached the provisions of Sections 6.1, 6.2, 6.3 or 8 hereof, the Executive shall not be eligible, as of the date of such terminationbreach (as determined by the court), for the payments and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Benefits described in Section 5(c) hereof over the 12 month period provided in clause (ii5.1(a)(ii)(A) above, with such coverage to be provided at the same level and subject to the same terms any and conditions (including, without limitation, any applicable co-pay all obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers and agreements of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" with respect to such payments shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwisethereupon cease.

Termination Without Cause. Upon The Company may terminate this Agreement without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the EmployeeExecutive's employment job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or release of all legally waivable claims against the Company under this Agreement except and the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment Executive's compliance with all of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes provisions of this Agreement, "Proincluding all post-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseemployment obligations.

Termination Without Cause. Upon the termination of the EmployeeExecutive's employment as a Termination Without Cause, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the EmployeeExecutive's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 24 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee Executive is entitled under Section 5(c) hereof over the 12 24 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the EmployeeExecutive, but excluding any applicable tax consequences for the EmployeeExecutive) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee Executive prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee Executive prior to the date of his termination. The rights of the Employee Executive and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise.

Termination Without Cause. Upon The Company may terminate the Executive’s employment for any reason upon fourteen (14) days prior written notice to the Executive. If the Executive’s employment is involuntarily terminated by the Company for any reason other than the reasons set forth in paragraphs (a), (b) or (c) of this Section 13 during the Term, the Executive will be entitled to the following payments and benefits: i. Any Base Salary that is accrued but unpaid and business expenses that are unreimbursed as of the date of termination of employment which payment shall be due within thirty (30) days after the date of the Executive’s termination of employment; ii. Any rights and benefits (if any) provided under Plans and Programs of the Company in which the Executive was participating at the time of the termination of his employment, determined in accordance with the Employee's employment as a Termination Without Causeapplicable terms and provisions of such Plans and Programs; iii. Any prior year earned, neither but unpaid Bonus, which shall be paid in accordance with the Employee nor terms and provisions of the Employee's beneficiaries applicable plan or estate will have any further rights or claims against program at the Company under this Agreement except the right to receive later of (iA) the same time that payments and for that fiscal year would be made to other rights participants, or (B) within sixty (60) days following the Executive’s Separation from Service; iv. Continuation of the Executive’s Base Salary, as in effect on the date of his Separation from Service, for a period of twenty-four (24) months commencing within sixty (60) days following the date of his Separation from Service; provided, that these payments will be made in equal monthly payments over such twenty-four (24) month period, each installment payment provided for in this Section 10(a13(d)(iv) hereofis a separate “payment” within the meaning of Treasury Regulation section 1.409A-2(b)(2)(i) and that the payments are intended to satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A, including those provided under Treasury Regulation sections 1.409A-1(b)(4) (iiregarding short-term deferrals), 1.409A-1(b)(9)(iii) severance (regarding the two-times, two (2) year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay); v. An amount equal to the pro-rated Bonus for the then-current fiscal year based on the actual achievement of the applicable performance goals for such fiscal year (without pro-ration of such performance goals) and as approved by the Compensation Committee, which shall be pro-rated based on the number of calendar days the Executive was employed during the fiscal year and paid at the later of (A) the same time payments for that fiscal year are made to other participants or (B) within sixty (60) days following the date of the Executive’s Separation from Service; vi. A lump sum amount, payable by the Company concurrent with the payment provided in Section 13(d)(i) hereunder, equal to the Company’s estimated obligation (as determined by the Company in the form reasonable exercise of semi-monthly payment its discretion) for the cost of premiums, and related administrative fees, for group health (medical, dental and/or vision) continuation coverage for the Employee's base salary (Executive and the Executive’s eligible dependents, for the same level of benefits as in effect immediately prior to such termination) the Executive’s termination of employment and of the Pro-Rata Bonus Amount (as defined below) for a period equal to eighteen (18) months. Notwithstanding the foregoing, if the Company’s payment pursuant to the foregoing sentence would violate the nondiscrimination rules applicable to non-grandfathered plans, or result in the imposition of 12 penalties under, the Patient Protection and Affordable Care Act of 2010 (“PPACA”) and related regulations and guidance promulgated thereunder, the parties agree to reform such sentence in such manner as is necessary to comply with PPACA; and vii. The payment by the Company for all Company-sponsored life insurance programs in which the Executive was participating or covered immediately before termination for eighteen (18) months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, Separation from Service; or (b) alternately and as determined in the average reasonable exercise of the three most recent annual cash bonuses paid to Company’s discretion, the Employee prior to the date of his termination. The rights equivalent monetary value of the Employee and the obligations of cumulative premiums for such coverage (payable by the Company under concurrent with the payment provided in Section 13(d)(i) hereunder), but in no event shall the Company be required to expend more than $25,000 to provide the life insurance benefit or alternative contemplated pursuant to this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwisesubsection.

Termination Without Cause. Upon the termination of CMG may terminate the Employee's ’s employment as a Termination Without hereunder without Cause. If CMG terminates the Employee’s employment hereunder without Cause, neither other than due to death or Disability, the Employee nor shall be entitled to only the following: 5.3.1 Employee’s accrued and unpaid Salary and vacation through the Date of Termination; 5.3.2 all other compensation and benefits that were granted through the Date of Termination, including but not limited to, any granted and unpaid annual bonus and equity award(s) through the Date of Termination. All such granted equity awards(s) that have not vested shall immediately vest upon the Date of Termination; 5.3.3 All equity compensation shall immediately vest; and 5.3.4 CMG shall continue or cause to be continued at the expense of CMG the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments ’s life and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as medical insurance benefits in effect immediately prior to the Date of Termination until the earlier of: (a) two (2) years from the Date of Termination, (b) the date Employee reaches normal retirement age, (c) the date on which Employee becomes eligible for coverage under another employer’s plan, or (d) Employee’s cancellation of such termination) and of coverage in writing; and 5.3.5 Employee shall be entitled to Severance Payments as set forth below: 5.3.5.1 In the Pro-Rata Bonus Amount (event that during the Term, CMG terminates Employee’s employment hereunder without Cause or Employee terminates the employment for Good Reason, as defined below) below in Section 5.4, Employee shall be entitled to the severance payments in the amount equal to the Salary that he would have received for a period of 12 months following one (1) year immediately after the effective date Date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Termination; 5.3.5.2 All Severance Payments set forth in this Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and 5.3.5 are subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of following conditions: (a) Employee shall perform such reasonable duties as may be requested by CMG during the most recent annual cash bonus paid to period the Employee prior to the date of his termination, or Severance Payments set forth in this Section 5.3.5 are made; (b) Employee shall refrain from disparaging CMG, CMG and any of their directors, officers, employees or affiliates and CMG shall refrain from denigrating Employee; and (c) Employee cooperates with CMG in all reasonable requests to transition Employee’s replacement. Subject to Employee’s compliance with the average foregoing, all Severance Payments set forth in this Section 5.3.5 shall be paid to Employee in installments over the Term, with the first installment payment, which shall cover the period from Employee’s Date of Termination to the first regularly scheduled CMG payroll date that occurs after the fifty-fifth (55th) day following Employee’s Date of Termination, shall be paid to Employee on such regularly scheduled payroll date after such fifty-fifth (55th) day and the remaining amounts shall be paid to Employee in installments over the remainder of the three most recent annual cash bonuses paid to the Employee prior to the Term in accordance with CMG’s regularly scheduled payroll dates, commencing with CMG’s first regularly scheduled payroll date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend that occurs after such period or otherwisefirst payment.

Termination Without Cause. Upon the termination of the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 24 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 24 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise.

Termination Without Cause. Upon the termination of the EmployeeExcept as provided in Section 6.3, if Executive's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against is terminated by the Company (other than for Permanent Disability, death or Cause), Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated under this Agreement except Section 6.1, Executive shall also be entitled to receive: (a) an amount in lieu of any other cash compensation beyond that provided in the right immediately preceding sentence, which amount shall be equal to receive the sum of: (i) the payments and other rights provided for actual bonus, if any, he would have received in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment respect of the Employee's base salary (as fiscal year in effect immediately prior to which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee fiscal year prior to the date of his terminationExecutive's termination and the denominator of which is 365, or payable at the same time as bonuses are paid to other executives; (ii) two times Executive's annual Base Salary; payable in installments as normal payroll over the 24 months following such termination of employment; and (b) continued coverage for a 24-month period under any employee medical, health and life insurance plans in accordance with the average respective terms thereof applicable to active employees (other than the requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by Executive to the Company. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the three most recent annual cash bonuses paid amounts payable to the Employee prior to the date of his termination. The rights Executive under any of the Employee provisions of this Agreement and the obligations of the Company under this Section 10(b) such amounts shall remain in full force and effect notwithstanding the expiration of the Employment Period, not be reduced whether by failure of the Compensation Committee to extend such period or otherwisenot Executive obtains other employment.

Termination Without Cause. Upon the termination of the EmployeeExecutive's employment as a Termination Without Cause, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the EmployeeExecutive's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee Executive is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the EmployeeExecutive, but excluding any applicable tax consequences for the EmployeeExecutive) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee Executive prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee Executive prior to the date of his termination. The rights of the Employee Executive and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure notice of non-extension by the Compensation Committee to extend such period Committe or otherwise.

Termination Without Cause. Upon the termination of the Employee's The Company may terminate Executive’s employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount without Cause (as defined below) at any time during the Term upon thirty (30) days’ written notice provided to Executive in accordance with Section 10 below, or in the Company’s sole discretion, payment of Executive’s Base Salary for such 30-day notice period in lieu of providing a period 30-day notice. If Executive’s termination of 12 months following employment is without Cause and is also a “separation from service” (within the effective meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”), the Company shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to Executive: (i) Executive’s earned but unpaid Base Salary accrued through the date of such terminationSeparation from Service (the “Termination Date”); (ii) accrued but unpaid PTO time through the Termination Date, (iii) reimbursement of any business expenses incurred by Executive prior to the Termination Date that are reimbursable under Section 7 above, (iv) any vested benefits and other amounts due to Executive under any plan, program or policy of the Company, and (iiiv) continuation any payment in lieu of notice of termination under this Section 8(a) (together, the “Accrued Obligations”). In addition, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, and Executive acting in accordance with the post-termination covenants of Section 11 below, in the event Executive experiences a Separation from Service due to a termination by the Company without Cause, the Company shall pay or provide to Executive the following: (1) A lump sum cash severance payment in the amount equal to the sum of: (A) Twelve (12) months of the medical benefits coverage to which then current Base Salary; PLUS (B) One (1) times the Employee is entitled Executive’s Average Bonus (as hereinafter defined); PLUS (C) any amounts owing as a result of providing less than 30-days prior notice under Section 5(c(8)(a), PLUS (D) hereof over the 12 month period provided in clause (ii) aboveany Accrued Obligations, with such coverage lump sum payment made on the 60th day following the date of Executive’s Separation from Service, except as provided in Section 8(g) hereof. (2) For the twelve (12) month period following such Separation from Service, the Company shall continue to be provided provide to Executive all Employee Benefits (as hereinafter defined) which were received by, or with respect to, Executive as of the date of such Separation from Service, at the same level and expense to Executive as before Executive’s Separation from Service subject to immediate cessation (other than as to any pre-existing condition not covered by the same terms new benefits coverage) if Executive is offered employee benefits coverage in connection with new employment. Through the twelve (12) months following Executive’s Separation from Service, Executive shall provide advance written notice to the Company informing the Company when the Executive is offered or becomes eligible for other employee benefits in connection with new employment. In addition, if periodically requested by the Company during the twelve (12) months after Executive’s Separation from Service, the Executive will provide the Company with written confirmation that he or she has not been offered other employee benefits. As used herein, the term “Employee Benefits” means any group health, vision and conditions (includingdental benefit plans; provided, without limitationhowever, that Employee Benefits shall not include contributions made by the Company to any applicable co-pay obligations retirement plan, pension plan or profit sharing plan for the benefit of the Employee, but excluding any applicable tax consequences for Executive in connection with amounts earned by the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseExecutive.

Termination Without Cause. Upon If the termination of the Company shall terminate Employee's employment as other than pursuant to Sections 2.1 or 2.2 hereof or if Employee shall terminate his employment for Good Reason, then: 3.3.1 The Company shall pay to Employee in a Termination Without Causelump sum not later than the tenth (10th) day following the Date of Termination, neither the Employee nor the following amounts: 3.3.1.1 Employee's beneficiaries or estate will have full base salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given; 3.3.1.2 as severance, and in lieu of any further rights or claims against the Company under this Agreement except the right payments to receive (i) the payments and other rights provided Employee for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject periods subsequent to the same terms and conditions (includingDate of Termination, without limitation, any applicable co-pay obligations of an amount equal to the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater product of (a) Employee's annual base salary at the most recent annual cash bonus paid to rate in effect as of the Employee prior to the date Date of his termination, or (b) Termination plus the average of the three most recent annual cash management incentive bonuses paid to the Employee prior to the date of his termination. The rights in respect of the Employee three fiscal years preceding the fiscal year in which the Notice of Termination is given, multiplied by (b) two (2); and 3.3.1.3 all relocation and indemnity payments required to be paid under Section 2.3.3 hereof and unpaid at the obligations Date of the Termination. 3.3.2 The Company under this Section 10(b) shall remain maintain in full force and effect notwithstanding for the expiration continued benefit of Employee, for a two-year period after the Date of Termination, all employee benefit plans and programs or arrangements providing life insurance, medical, dental, health, hospital, accident, disability and similar benefits in which Employee was entitled to participate immediately prior to the Date of Termination provided that his continued participation is possible under the general terms and provisions of such plans, programs or arrangements. In the event that Employee's participation in any such plan, program or arrangement is barred, the Company shall arrange to provide Employee with benefits substantially similar to those which he is entitled to receive under such plans, programs and arrangements. For the period of time during which Employee would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under a group health plan of the Employment Period, whether by failure Company under Section 4980B of the Compensation Committee Internal Revenue Code of 1986, as amended (the "Code") if Employee elected such coverage and paid the applicable premiums (generally, 18 months), Employee shall pay the amount of the applicable premium for a then-active employee on a monthly basis, and thereafter, Employee shall pay the full cost of the benefits as determined under the then current practices of the Company on a monthly basis, provided that the Company shall reimburse Employee the excess of costs, if any, above the amount of the applicable premium for a then-active employee. Any reimbursements by the Company to extend Employee required under this paragraph shall be made on a regular, periodic basis within thirty (30) days after such period reimbursable amounts are incurred by Employee; provided that, before such reimbursement, Employee has submitted or otherwisethe Company possesses the applicable and appropriate evidence of such expense(s). Any reimbursements provided during one taxable year of Employee shall not affect the expenses eligible for reimbursement in any other taxable year of Employee (with the exception of applicable lifetime maximums applicable to medical expenses or medical benefits described in Section 105(b) of the Code) and the right to reimbursement under this Section 3.3.2 shall not be subject to liquidation or exchange for another benefit or payment.

Termination Without Cause. Upon the termination of the Employee's Company may, in its sole discretion, by written notice to Executive terminate Executive’s employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except immediately without Cause at any time (other than following a Change of Control, in which case a termination without Cause is governed by Section 8 of this Agreement). In the right event of such termination, Executive shall receive, as severance or liquidated damages or both, a lump sum payment equal to receive the sum of (i) the payments Base Salary that Executive would be entitled to receive as of the date Executive is Terminated without Cause through the expiration of the then current Term and other rights provided for in Section 10(a) hereof, (ii) severance payments the product of (A) the Executive’s average cash bonus for the three (3) years (or such lesser number of years as the Executive has been employed) preceding the year in which Executive’s termination occurs divided by 12 and (B) the form number of semi-monthly payment months remaining to the expiration of the Employee's base salary (then current Term as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following date the effective date of such termination, and (iii) continuation of the medical benefits coverage Executive is Terminated without Cause. Subject to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes 19 of this Agreement, "Pro-Rata Bonus Amount" such payment shall mean one-twenty-fourth be made not later than three (1/24th3) of the greater of (a) the most recent annual cash bonus business days following Executive’s termination date. Nothing in this Section shall affect Executive’s rights to receive any benefit which has been earned but not paid with respect to the Employee Executive’s performance prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his such termination. The rights of In addition, the Employee and the obligations of the Company under this Section 10(bBank. (i) shall remain in full force continue Executive’s health and effect notwithstanding life insurance coverage at the Bank’s expense through the expiration of the Employment Period, whether then current Term and (ii) pay Executive a lump sum amount equal to the (A) monthly expense incurred by failure the Bank to provide Executive with the use of a Bank-leased vehicle and (B) the monthly value of Bank matching contributions under the Bank’s 401(k) plan (based on the average monthly value of such items during the twelve (12) months preceding Executive’s termination of employment) through the expiration of the Compensation Committee to extend such period or otherwisethen current term. The payments described in this Section 7(e) will be due Executive regardless of any subsequent employment attained by Executive.

Termination Without Cause. Upon the termination The Executive may only be terminated without cause by a majority vote of the Employee's Board (with the Executive recusing himself from such vote); provided that the Executive shall be entitled to be heard by the Board with respect to such termination prior to the Board’s vote. In the event the Corporation terminates the Executive’s employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except without cause, the right Corporation shall pay the Executive any compensation and benefits the Corporation owes to receive the Executive through the effective date of termination. Additionally, and conditioned upon the Executive’s voluntary execution of a written release (to be drafted and provided by the Corporation) of any and all claims, including without limitation any claims for lost wages or benefits, stock options, compensatory damages, punitive damages, attorneys’ fees, equitable relief, or any other form of damages or relief the Executive may assert against the Corporation, the Executive shall be entitled to receive: (i) all payment of his Base Salary (as of the date of termination date) in accordance with the provisions of paragraph 3(a) for the remainder of the Employment Period; provided, however, that any such payments and other rights provided shall not be for in Section 10(aless than six (6) hereof, months; (ii) severance payments in the form of semi-monthly payment of any Bonus that otherwise would have been payable to the Employee's base salary Executive under paragraph 3(e) through the effective date of termination; and (iii) any unvested stock options described in paragraph 3(h) shall automatically vest as in effect immediately prior to of the date of such termination) . In the event the Board elects to terminate the Executive in connection with the Corporation materially and of the Pro-Rata Bonus Amount continuously (as defined below) i.e., for a period of 12 months following at least 6 consecutive quarters) failing to meet the effective date of financial targets reasonably established by the Board, then such termination, termination shall be deemed a termination without cause and (iii) continuation the Executive shall be entitled to receive all of the medical payments and benefits coverage to which the Employee is entitled under Section 5(cdescribed in this paragraph 5(a) hereof over the 12 month period provided except that any unvested stock options described in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(bparagraph 3(h) shall remain in full be deemed terminated and of no further force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseeffect.

Termination Without Cause. Upon The Company has the termination right, at any time during the Term, subject to all of the Employeeprovisions 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 as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except and discharge the right Executive without Cause. If the Executive is terminated during the Term without Cause (including any termination which is deemed to receive be a constructive termination without Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be limited solely to the payment, at the times and upon the terms provided for herein, of (i) two times the payments Average Compensation (as hereinafter defined) and other rights provided for in Section 10(a) hereof, (ii) severance any unpaid Incentive Bonuses and Benefits awarded or accrued up to the date of termination. In the event of a termination by the Company without Cause within nine months before or after a Change of Control of the Company (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amount due to the Executive pursuant to clause (i) of the preceding sentence (the "Severance Payments") shall be increased to three times the Average Compensation. Any amounts due to the Executive pursuant to clause (ii) of the second sentence of this Section 4.3 shall be due and payable within thirty (30) days after the date of termination. The Severance Payments shall be due and payable in twenty-four (24) equal monthly payments, or in thirty-six (36) equal monthly payments in the form event of semia termination by the Company without Cause in connection with a Change of Control of the Company pursuant to the preceding sentence, beginning thirty (30) days after the date of termination. Notwithstanding anything herein to the contrary, the Restricted Period, and the Company's obligations to pay additional Severance Payments to the Executive, shall be subject to early termination, and shall terminate immediately, at any time after the Executive is terminated without Cause upon the earlier to occur of (a) the Executive giving written notice to the Company that he is terminating the Restricted Period effective upon receipt of such notice by the Company, or effective at any designated time thereafter (not to exceed thirty (30) days after the Company's receipt of such notice), (b) the Executive's violation of any of the provisions of Section 3, or (c) the end of the twenty-monthly four or thirty-six month period, as applicable, for payment of the Employee's base salary Severance Payments pursuant to the terms hereof. Upon any termination pursuant to the preceding clauses(a) or (as b) (in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) either case an "Early Termination"), no further Severance Payments shall be payable for a period of 12 months following periods after the effective date of such terminationEarly Termination, and (iii) continuation of except for amounts payable by the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject Company to the same terms Executive for periods prior to the effective date of such Early Termination. The Executive and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for Company agree that the Employee) as in effect from time to time for officers foregoing right of the Company generallyto terminate the Severance Payments shall be enforceable by the Company notwithstanding any ruling by any court or any arbitrator that one or more of the provisions of Section 3 are unenforceable for any reason whatsoever. For the purposes of this Agreementhereof, "Pro-Rata Bonus AmountAverage Compensation" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (bx) the average of the three most recent annual cash bonuses paid to Annual Salary earned by the Employee prior Executive during the two years preceding the date of termination, or (y) if this Agreement has been in effect for less than two years on the date of such early termination, (A) the total Annual Salary earned by the Executive during the period from the Effective Date to the date of his such termination. The rights , divided by (B) the total number of the Employee and the obligations of the Company under this Section 10(bdays in such period, multiplied by (C) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise365.

Termination Without Cause. Upon (i) Anything in this Agreement to the contrary notwithstanding, the Executive’s employment may be terminated by the Company without Cause as pro vided in this Section 8(d). A termination due to death or disability, as described Section 8(a) or (b), above, or a termination for Cause, as described in Section 8(c), above, shall not be deemed a termination without Cause under this Section 8(d). For the avoidance of doubt, if a notice of non-renewal of this Agreement pursuant to Section 2 is issued by the Company and, within six (6) months there after, a written notice is issued (x) by the Company to the Executive of its intention to terminate the employment relationship with Executive at the end of the Term or (y) by the Executive to the Company of Executive’s intention to terminate the employment relationship with the Company at the end of the Term, the termination of the Employee's Executive’s employment at the end of the Term shall be considered a termination by the Company without Cause hereunder. (ii) In the event the Executive’s employment is terminated by the Company without Cause (x) prior to a Change in Control (other than as a Termination Without provided in last paragraph of Section 8(d)(iii), in which case the provisions of Section 8(d)(iii) shall apply in lieu of this Section 8(d)(ii)) or (y) following the Post-Change Period (as hereinafter defined), the Executive shall be entitled to: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment without Cause, neither through the Employee nor date on which termination without Cause occurs, to be paid in accordance with the Employee's beneficiaries or estate will have any further rights or Company’s regular payroll practices, (B) provided the Executive executes and does not revoke a reasonable general release of employment liability claims against the Company under this Agreement except and its affiliates in form and substance satisfactory to the right Company, a cash lump sum payment made within 30 days after termination of employment equal to receive (ix) two times the payments and other rights provided for in Section 10(a) hereofExecutive’s annual Base Salary, (ii) severance payments in at the form of semi-monthly payment of the Employee's base salary (as annual rate in effect in accordance with Section 4, above, immediately prior to such terminationtermination and (y) and one times the higher of the Pro-Rata Bonus Amount targeted annual bonus for the year of such termination, if any, or the average of the Executive’s annual bonus payable by the Company or its subsidiaries for the three years immediately preceding the year of termination (as defined belowor such shorter period during which the Executive has been employed by any of such entities), (C) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7(a) above, (D) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (E) for a period of 12 twenty-four months following the effective date of such termination, and (iii) continuation termination of the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits coverage to which if provided under the Employee is entitled applicable plans) for the Executive (and the Executive’s dependents, if any) under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to Company’s medical benefit plans upon substantially the same terms and conditions (includingincluding cost of coverage to the Executive) as is then in existence for other executives during the coverage period; provided, without limitationthat, any applicable coif the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-pay obligations tax basis as if continued participation had been permitted; provided, however, that, in the event the Executive becomes reem-ployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (F) the vested accrued benefits, if any, under the employee benefit programs of the EmployeeCompany, but excluding as provided in Section 6 above, determined in accordance with the applicable terms and provisions of such programs. (iii) In the event the Executive’s employment is terminated by (x) the Company without Cause within the twenty-four month period following a Change in Control (as defined in Exhibit A hereto) (the “Post-Change Period”) or (y) the Executive terminates his employment for “Good Reason” (as defined in Exhibit B hereto) during the Post-Change Period, the Executive shall be entitled to the following, paid in the case of amounts set forth in (A), (B), (C) and (D) below within 30 days after termination of employment: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment, through the date on which termination occurs, (B) a cash lump sum payment equal to two times the Executive’s annual Base Salary, at the rate in effect in accordance with Section 4, above, or immediately prior to such termination or Change in Control, whichever is greater, (C) a cash lump sum payment equal to two times the higher of (i) the average annual bonus awarded to the Executive by the Company or its subsidiaries in the three years prior to the year in which the Change in Control occurs (or shorter period during which the Executive had been employed by any applicable tax consequences of such entities) or (ii) the Executive’s target annual bonus for the Employeeyear of termination, (D) as an amount equal to (i) the higher of (x) the bonus actually awarded to the Executive by the Company for the year immediately preceding the year in effect from time which the Change in Control occurs or (y) the targeted amount of bonus that would have been awarded to time for officers the Executive in respect of the year in which the termination of employment occurs, multiplied by (ii) a fraction, the numerator of which is the number of months or fraction thereof in which the Executive was employed by the Company in the year of termination of employment, and the denominator of which is 12, (E) options to purchase equity securities of the Company generally. For or other rights with respect to equity securities of the purposes Company held by the Executive shall immediately vest in full and shall continue to be exercisable for three years from the date of this Agreementtermination of employment, "Pro-Rata Bonus Amount" shall mean one-notwithstanding the Executive’s termination of employment, or the original full term of the option or other right, if shorter, (F) for a period of twenty-fourth (1/24th) four months following the termination of the greater Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive’s dependents, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of (a) the most recent annual cash bonus paid coverage to the Employee Executive) as is then in existence for other executives during the coverage period; provided, that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided, however, that, in the event the Executive becomes reem-ployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (G) full and immediate vesting under the Company’s retirement plans as of the date of termination, to the extent permitted by applicable law; provided, however, that if such full and immediate vesting cannot be provided under a retirement plan under applicable law, then economically equivalent benefits shall be provided through arrangements outside the applicable retirement plan. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled to the benefits described in (A)-(G) above, if the Executive’s employment with the Company is terminated by the Company (other than for Cause) within one year prior to the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated or intended to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control; provided, however, that in such event, amounts will be payable hereunder only following the Change in Control (and within 10 days thereafter). (iv) If, in situations where Section 8(d)(iii) does not apply, at any time during the term of the Executive’s employment hereunder, duties are assigned to the Executive that are materially inconsistent with his position, or the Company does not cure any other material breach by it of any provision of Sections 3 through 7, 14 and 17 of this Agreement within 30 calendar days following written notice of same by the Executive (which written notice must be given within 30 calendar days after such breach), the Executive shall have the right to terminate his employment within 30 calendar days of the Company’s failure to rescind such assignment in accordance with the proviso below or of such failure to cure a breach, as the case may be, and such termination shall be deemed a termination by the Company without Cause under Section 8(d)(ii), above, provided, in the case of assignment of inconsistent duties, the Executive shall have given the Company written notice of his terminationdecision within 30 calendar days of such assignment and shall not, or (b) within 30 calendar days thereafter, have had the average assignment of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseinconsistent duties rescinded.

Termination Without Cause. Upon (i) Anything in this Agreement to the contrary notwithstanding, the Executive’s employment may be Terminated Without Cause as provided in this Section 9(d). Termination Without Cause shall mean either (1) a termination of the Employee's Executive’s employment by the Company, (other than a termination due to death as described in Section 9(a) above, disability as described in Section 9(b) above, or a Termination For Cause as described in Section 9(c) above); or (2) a termination due to Good Reason Resignation as defined as follows:. Good Reason Resignation shall mean termination of employment that is voluntary on the part of the Executive but is due to: (i) a significant reduction of the Executive’s responsibilities, title or status resulting from a change in such title or status, or from the assignment to the Executive of any duties inconsistent with his title, duties, or responsibilities; or (ii) a reduction in the Executive’s salary, bonus potential, or a material reduction of benefits. (ii) In the event there is a Termination Without CauseCause of the Executive’s employment, neither the Employee nor Executive shall be entitled to: (A) continuation of the Employee's beneficiaries annual base salary provided in Section 4 above until the date which is twenty-four months after the last day of the month in which such termination occurs (“Payment Period”); provided, however, that payments pursuant to this Section 9(d)(ii)(A) are subject to the provisions of Section 12 and provided, however, that any payments made by the Company under paragraphs 4, 5, 6, 7 herein after Executive’s termination of employment will reduce by an equal amount any payments to be made hereunder as salary continuation; (B) continuation of coverage under the employee benefit plans of the Company in which the Executive was participating at the time of his termination of employment for the period of salary continuation under Section 9(d)(A) above; provided, however, that (1) except as required by applicable law, any such continued coverage shall terminate upon the subsequent full-time employment of the Executive, and (2) if the company is unable to continue such coverage, then they shall provide the Executive with economically equivalent employee benefits to the extent such benefits are reasonably available. (iii) At the discretion of the Compensation Committee, the present value of any amounts payable to the Executive in accordance with Section 9(d) (ii) (A) above may be paid to the Executive in a lump sum. The interest rate used in determining the present value shall be the interest rate on one-year United States Treasury Bills at the auction of such instruments nearest in time to the date of the Executive’s termination of employment under this Section 9(d). Any such lump sum payment by the Company to the Executive shall not affect the obligation of the Company as otherwise provided in Section 9(d) (ii) (B) above to provide continuation coverage under the employee benefit plans. (iv) During the Payment Period, Executive shall make a good faith effort to seek other employment. If Executive attains other employment during the Payment Period, he shall so notify Company and any compensation paid to Executive by his new employer shall reduce, by an equivalent amount, the payments required to be made under Section 9(d)(ii)(A). (v) The obligation of the Company to make or estate will have any further rights or provide the payments and benefits set forth in this Section 9(d) shall be strictly conditioned on the Executive executing and returning to the Company a general release and waiver of all claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment as submitted by the Company. (vi) If there is a Termination Without Cause during the first year of the Employee's base salary (as in effect immediately prior to such termination) and of Initial Term, the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms provisions of this agreement, Executive will receive the amounts payable under Section 9(d)(ii)(A) and conditions (including, without limitation, B) plus any applicable co-pay obligations remaining but unpaid salary or contract benefits due him for the first year of the Employee, but excluding any applicable tax consequences Initial Term. (vii) Any shares of restricted Company stock and options to purchase ordinary shares of Company stock held by Executive will continue to vest in accordance with the terms of the awards for the Employee) as in effect from period of time to time for officers of which includes the Company generally. For the purposes completion of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee Contract and the obligations of the Company under this any subsequent Payment Period as set forth in Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise9(d)(ii)(A).

Termination Without Cause. Upon the termination of the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have At any further rights or claims against time the Company under this Agreement except shall have the right to receive terminate Executive's employment hereunder by written notice to Executive. In the event of such termination occurs during the year following the Employment Date, the Company shall deliver to the Executive half of the shares from Section 2.1 if terminated within the first six months and prorate shares based on the number of months of employment thereafter. The Subject Shares will be issued free and clear of all restrictions, other than those imposed by state and/or Federal securities laws. The Company shall be deemed to have terminated the Executive's employment pursuant to this Section 4.4 if such employment is terminated (i) by the payments and other rights provided for in Section 10(a) hereofCompany without Cause, or (ii) severance payments in by the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) Executive voluntarily for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. "Good Reason." For the purposes of this Agreement, "Pro-Rata Bonus AmountGood Reason" shall mean one-twenty-fourth (1/24th) of the greater of means (a) the most recent annual cash bonus paid assignment to the Employee prior to Executive of any duties inconsistent in any respect with the date Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1.2 of his terminationthis Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (b) any failure by the average Company to comply with any of the three most recent annual cash bonuses paid to provisions of Section 2, Section 3, or Section 7 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Employee prior to Company promptly after receipt of notice thereof given by the date of his termination. The rights Executive; (c) any purported termination by the Company of the Employee and the obligations of Executive's employment otherwise than as expressly permitted by this Agreement; (d) any failure by the Company under to comply with and satisfy Section 10(c) of this Agreement; (e) any termination by the Executive for any reason during the three-month period following the Effective Date of any "Change in Control"; or (f) any requirement that the Executive be forced to relocate his residence from the State of California. For purposes of this Section 10(b) 4.4, any good faith determination of "Good Reason" made by the Executive shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwisebe conclusive.

Termination Without Cause. Upon The Employer may terminate the Executive’s employment for any reason upon ninety (90) days prior written notice to the Executive. If the Executive’s employment is terminated by the Employer for any reason other than the reasons set forth in subparagraphs b or c of this Paragraph 5, subject to the applicable provisions of Section 409A of the Code, the Executive will be entitled to the following payments and benefits: i. any Base Salary that is accrued but unpaid, the value of any vacation that is accrued but unused (determined by dividing Base Salary by 365 and multiplying such amount by the number of unused vacation days), and any business expenses that are unreimbursed—all, as of the date of termination of the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have employment; ii. any further rights or claims against the Company and benefits (if any) provided under this Agreement except the right to receive (i) the payments plans and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment programs of the Employee's base salary Employer, determined in accordance with the applicable terms and provisions of such plans and programs, including but not limited to a pro rata portion of the Bonus payment specified in Paragraph 3(b), above, and such payment shall be made no later than March 15th of the calendar year following the calendar year for which such Bonus is payable.; iii. a single lump sum payment, payable within 15 days following the date of termination of employment, equal to six (as 6) months of the Base Salary applicable to the Executive on the date of termination of employment; iv. beginning on the first day of the seventh month following the date of termination of employment, continuation of the Executive’s Base Salary in effect immediately prior to such termination) and on the date of the Pro-Rata Bonus Amount (as defined below) his termination of employment for a period of 12 months six (6) months; provided, that these payments will be made in separate, equal payments no less frequently than monthly over such six-month period; and v. a single lump sum payment, payable within fifteen (15) days following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his terminationtermination of employment, equal to the Bonus paid or (b) payable to the average Executive with respect to the most recently completed fiscal year of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseEmployer.

Termination Without Cause. Upon (i) Anything in this Agreement to the contrary notwithstanding, the Executive’s employment may be terminated by the Company without Cause as provided in this Section 8(d). A termination due to death or disability, as described in Section 8(a) or (b), above, or a termination for Cause, as described in Section 8(c), above, shall not be deemed a termination without Cause under this Section 8(d). For the avoidance of doubt, if a notice of non-renewal of this Agreement pursuant to Section 2 is issued by the Company, the termination of the Employee's Executive’s employment at the end of the term shall be considered a termination by the Company without Cause hereunder. (ii) In the event the Executive’s employment is terminated by the Company without Cause (x) prior to a Change in Control (other than as a Termination Without provided in the last paragraph of Section 8(d)(iii), in which case the provisions of Section 8(d)(iii) shall apply in lieu of this Section 8(d)(ii)) or (y) following the Post-Change Period (as hereinafter defined), the Executive shall be entitled to: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment without Cause, neither through the Employee nor date on which termination without Cause occurs, to be paid in accordance with the Employee's beneficiaries Company’s regular payroll practices, (B) provided the Executive executes, on or estate will have any further rights or before the date that is fifty (50) days following the date of his termination of employment, a general release of claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount its Affiliates (as defined below) in form and substance satisfactory to the Company and does not revoke such release prior to the end of the seven day statutory revocation period, a cash lump sum payment made, subject to Section 25 below, sixty (60) days after termination of employment equal to (x) two times the Executive’s annual Base Salary, at the annual rate in effect in accordance with Section 4, above, immediately prior to such termination and (y) one times the higher of the targeted annual bonus for the year of such termination, if any, or the average of the Executive’s annual bonus payable by the Company for the three years immediately preceding the year of termination (or such shorter period during which the Executive has been employed by the Company), (C) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid, subject to Section 25 below, at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above, (D) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (E) for a period of 12 twenty-four months following the effective date of such termination, and (iii) continuation termination of the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits coverage to which if provided under the Employee is entitled applicable plans) for the Executive (and the Executive’s dependents, if any) under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to Company’s medical benefit plans upon substantially the same terms and conditions (includingincluding cost of coverage to the Executive) as is then in existence for other executives during the coverage period; provided, without limitationthat, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted (and any payment made by the Company in respect of any taxes imposed with respect to such benefits shall be paid to the Executive, or to the applicable co-pay obligations taxing authority on his behalf, no later than the due date of such taxes); provided, however, with respect to the participation by the Executive in the medical insurance plan hereunder, the following conditions shall be met: (i) the amount eligible for reimbursement or payment under any such plan in one calendar year may not affect the amount eligible for reimbursement or payment under such plan in any other calendar year (except that the plan may impose a limit on the amount that may be reimbursed or paid if such limit is imposed on all participants), and (ii) any reimbursement must be made on or before the last day of the Employeecalendar year following the calendar year in which the expense was incurred; provided, but excluding any further, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (F) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6 above, determined in accordance with the applicable tax consequences terms and provisions of such programs. (iii) In the event the Executive’s employment is terminated by (x) the Company without Cause within the twenty-four month period following a Change in Control (as defined in Exhibit A hereto) (the “Post-Change Period”) or (y) the Executive terminates his employment for “Good Reason” (as defined in Exhibit B hereto) during the Post-Change Period, the Executive shall be entitled to the following, paid in the case of amounts set forth in (B), (C) and (D) below, subject to Section 25 below, 60 days after termination of employment: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment, through the date on which termination occurs, to be paid in accordance with the Company’s regular payroll practices, (B) a cash lump sum payment equal to two times the Executive’s annual Base Salary, at the rate in effect in accordance with Section 4, above, or immediately prior to such termination or Change in Control, whichever is greater, (C) a cash lump sum payment equal to two times the average annual bonus awarded to the Executive by the Company in the three years prior to the year in which the Change in Control occurs (or shorter period during which the Executive had been employed by the Company); provided such bonuses shall be at least equal to the targeted annual bonus, if any, for the Employeeyear of such termination, (D) as an amount equal to (i) the higher of (x) the bonus actually awarded to the Executive by the Company for the year immediately preceding the year in effect from time which the Change in Control occurs or (y) the targeted amount of bonus, if any, that would have been awarded to time for officers the Executive in respect of the year in which the termination of employment occurs, multiplied by (ii) a fraction, the numerator of which is the number of months or fraction thereof in which the Executive was employed by the Company in the year of termination of employment, and the denominator of which is 12, (E) options to purchase equity securities of the Company generally. For or other rights with respect to equity securities of the purposes Company held by the Executive shall immediately vest in full and shall continue to be exercisable for three years from the date of this Agreementtermination of employment, "Pro-Rata Bonus Amount" shall mean one-notwithstanding the Executive’s termination of employment, or the original full term of the option or other right, if shorter, (F) for a period of twenty-fourth (1/24th) four months following the termination of the greater Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive’s dependents, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the Executive) as is then in existence for other executives during the coverage period; provided, that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted (a) and any payment made by the most recent annual cash bonus Company in respect of any taxes imposed with respect to such benefits shall be paid to the Employee prior Executive, or to the applicable taxing authority on his behalf, no later than the due date of such taxes); provided, however, with respect to the participation by the Executive in the medical insurance plan hereunder, the following conditions shall be met: (i) the amount eligible for reimbursement or payment under any such plan in one calendar year may not affect the amount eligible for reimbursement or payment under such plan in any other calendar year (except that the plan may impose a limit on the amount that may be reimbursed or paid if such limit is imposed on all participants), and (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; provided further, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (G) full and immediate vesting under the Company’s retirement plans as of the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior extent permitted by applicable law; provided, however, that if such full and immediate vesting cannot be provided under a “qualified employer plan” (within the meaning of Treas. Reg. Section 1.409A-l(a)(2)) under applicable law, then the present value of economically equivalent benefits, determined using reasonable assumptions and on an after-tax basis to the date Executive, shall be paid in a cash lump sum to the Executive, subject to Section 25 below, 60 days after termination of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseemployment.

Termination Without Cause. Upon (i) Anything in this Agreement to the contrary notwithstanding, the Executive's employment may be terminated by the Company without Cause as provided in this Section 8(d). A termination due to death or disability, as described in Section 8(a) or (b), above, or a termination for Cause, as described in Section 8(c), above, shall not be deemed a termination without Cause under this Section 8(d). (ii) In the event the Executive's employment is terminated by the Company without Cause (x) prior to a Change in Control (other than as provided in the last paragraph of Section 8(d)(iii), in which case the provisions of Section 8(d)(iii) shall apply in lieu of this Section 8(d)(ii)) or (y) following the Post-Change Period (as hereinafter defined), the Executive shall be entitled to: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of the Employee's employment as a Termination Without without Cause, neither through the Employee nor date on which termination without Cause occurs, (B) provided the Employee's beneficiaries or estate will have any further rights or Executive executes and does not revoke a general release of claims against the Company under this Agreement except and its affiliates in form and substance satisfactory to the right Company, a cash lump sum payment equal to receive (ix) two times the payments and other rights provided for in Section 10(a) hereofExecutive's annual Base Salary, (ii) severance payments in at the form of semi-monthly payment of the Employee's base salary (as annual rate in effect in accordance with Section 4, above, immediately prior to such terminationtermination and (y) and one times the higher of the Pro-Rata Bonus Amount targeted annual bonus for the year of such termination, if any, or the average of the Executive's annual bonus for the three years immediately preceding the year of termination (as defined belowor such shorter period during which the Executive has been employed by the Company), [XL CAPITAL LOGO] (C) any annual bonus awarded in accordance with the Company's bonus program but not yet paid under Section 5, above, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7(a) above, (D) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (E) for a period of 12 twenty-four months following the effective date of such termination, and (iii) continuation termination of the Executive's employment, continued medical benefit plan coverage (including dental and vision benefits coverage to which if provided under the Employee is entitled applicable plans) for the Executive (and the Executive's dependents, if any) under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to Company's medical benefit plans upon substantially the same terms and conditions (includingincluding cost of coverage to the Executive) as is then in existence for other executives during the coverage period; PROVIDED, without limitationTHAT, any applicable coif the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-pay obligations tax basis as if continued participation had been permitted; PROVIDED, HOWEVER, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (F) the vested accrued benefits, if any, under the employee benefit programs of the EmployeeCompany, but excluding any as provided in Section 6 above, determined in accordance with the applicable tax consequences terms and provisions of such programs. (iii) In the event the Executive's employment is terminated by (x) the Company without Cause within the twenty-four month period following a Change in Control (as defined in Exhibit A hereto) (the "Post-Change Period") or (y) the Executive terminates his employment for "Good Reason" (as defined in Exhibit B hereto) during the Post-Change Period, the Executive shall be entitled to: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment, through the date on which termination occurs, (B) a cash lump sum payment equal to two times the Executive's annual Base Salary, at the rate in effect in accordance with Sec- [XL CAPITAL LOGO] tion 4, above, immediately prior to such termination or Change in Control, whichever is greater, (C) a cash lump sum payment equal to two times the average annual bonus awarded to the Executive by the Company in the three years prior to the year in which the Change in Control occurs (or shorter period during which the Executive had been employed by the Company); PROVIDED such bonuses shall be at least equal to the targeted annual bonus, if any, for the Employeeyear of such termination, (D) as an amount equal to (i) the higher of (x) the bonus actually awarded to the Executive by the Company for the year immediately preceding the year in effect from time which the Change in Control occurs or (y) the targeted amount of bonus, if any, that would have been awarded to time for officers the Executive in respect of the year in which the termination of employment occurs, multiplied by (ii) a fraction, the numerator of which is the number of months or fraction thereof in which the Executive was employed by the Company in the year of termination of employment, and the denominator of which is 12, (E) options to purchase equity securities of the Company generally. For or other rights with respect to equity securities of the purposes Company held by the Executive shall immediately vest in full and shall continue to be exercisable for three years from the date of this Agreementtermination of employment, "Pro-Rata Bonus Amount" shall mean one-notwithstanding the Executive's termination of employment, or the original full term of the option or other right, if shorter, (F) for a period of twenty-fourth (1/24th) four months following the termination of the greater Executive's employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive's dependents, if any) under the Company's medical benefit plans upon substantially the same terms and conditions (including cost of (a) the most recent annual cash bonus paid coverage to the Employee Executive) as is then in existence for other executives during the coverage period; PROVIDED, THAT, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; PROVIDED, HOWEVER, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and [XL CAPITAL LOGO] (G) full and immediate vesting under the Company's retirement plans as of the date of termination, to the extent permitted by applicable law; PROVIDED, HOWEVER, that if such full and immediate vesting cannot be provided under a retirement plan under applicable law, then economically equivalent benefits, determined on an after tax basis to the Executive, shall be provided through arrangements outside the applicable retirement plan. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled to the benefits described in (A)-(G) above, if the Executive's employment with the Company is terminated (other than for Cause) within one year prior to the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated or intended to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control; PROVIDED, HOWEVER, that in such event, amounts will be payable hereunder only following the Change in Control. (iv) If, in situations where Section 8(d)(iii) does not apply, at any time during the term of the Executive's employment hereunder, duties are assigned to the Executive that are materially inconsistent with his position, or the Company does not cure any material breach by it of any provision of Sections 4 through 7 of this Agreement within 30 calendar days following written notice of same by the Executive, the Executive shall have the right to terminate his employment within 30 calendar days of such assignment or of such failure to cure a breach, as the case may be, and such termination shall be deemed a termination by the Company without Cause under Section 8(d)(ii), above, PROVIDED, in the case of assignment of inconsistent duties, the Executive shall have given the Company written notice of his terminationdecision and shall not, or (b) within 30 calendar days thereafter, have had the average assignment of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseinconsistent duties rescinded.

Termination Without Cause. Upon (i) Anything in this Agreement to the contrary notwithstanding, the Executive’s employment may be Terminated Without Cause as provided in this Section 10(d). Termination Without Cause shall mean either (1) a termination of the Employee's Executive’s employment by the Company, (other than a termination due to death as described in Section 10(a) above, disability as described in Section 10(b) above, or a Termination For Cause as described in Section 10(c) above); or (2) a termination due to Good Reason Resignation as defined as follows:. Good Reason Resignation shall mean termination of employment that is voluntary on the part of the Executive but is due to: (i) a significant reduction of the Executive’s responsibilities, title or status resulting from a change in such title or status, or from the assignment to the Executive of any duties inconsistent with his title, duties, or responsibilities; or (ii) a reduction in the Executive’s salary, bonus potential, or a material reduction of benefits. (ii) In the event there is a Termination Without CauseCause of the Executive’s employment, neither the Employee nor Executive shall be entitled to: (A) continuation of the Employee's beneficiaries annual base salary provided in Section 4 above until the date which is twenty-four months after the last day of the month in which such termination occurs (“Payment Period”); provided, however, that payments pursuant to this Section 10(d)(ii)(A) are subject to the provisions of Section 13 and provided, however, that any payments made by the Company under paragraphs 4, 6, 7(a)(b), 8(b) herein after Executive’s termination of employment will reduce by an equal amount any payments to be made hereunder as salary continuation; (B) continuation of coverage under the employee benefit plans of the Company in which the Executive was participating at the time of his termination of employment for the Payment Period of salary continuation under Section 10(d)(ii)(A) above; provided, however, that (1) except as required by applicable law, any such continued coverage shall terminate upon the subsequent full-time benefits eligible employment of the Executive, and (2) if the company is unable to continue such coverage, then they shall provide the Executive with economically equivalent employee benefits to the extent such benefits are reasonably available. (iii) At the discretion of the Compensation Committee, the present value of any amounts payable to the Executive in accordance with Section 10(d)(ii)(A) above may be paid to the Executive in a lump sum. The interest rate used in determining the present value shall be the interest rate on one-year United States Treasury Bills at the auction of such instruments nearest in time to the date of the Executive’s termination of employment under this Section 10(d). Any such lump sum payment by the Company to the Executive shall not affect the obligation of the Company as otherwise provided in Section 10(d)(ii)(B) above to provide continuation coverage under the employee benefit plans. (iv) During the Payment Period, Executive shall make a good faith effort to seek other employment. If Executive attains other employment during the Payment Period, he shall so notify Company and any compensation paid to Executive by his new employer shall reduce, by an equivalent amount, the payments required to be made under Section 10(d)(ii)(A). (v) The obligation of the Company to make or estate will have any further rights or provide the payments and benefits set forth in this Section 10(d) shall be strictly conditioned on the Executive executing and returning to the Company a general release and waiver of all claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment as submitted by the Company. (vi) If there is a Termination Without Cause during the first year of the Employee's base salary (as in effect immediately prior to such termination) and of Initial Term, the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms provisions of this agreement, Executive will receive the amounts payable under Section 10(d)(ii)(A) and conditions (including, without limitation, B) plus any applicable co-pay obligations remaining but unpaid salary or contract benefits due him for the first year of the Employee, but excluding any applicable tax consequences Initial Term. (vii) Any shares of restricted Company stock and options to purchase ordinary shares of Company stock held by Executive will continue to vest in accordance with the terms of the awards for the Employee) as in effect from period of time to time for officers of which includes the Company generally. For the purposes completion of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee Contract and the obligations of the Company under this any subsequent Payment Period as set forth in Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise10(d)(ii)(A).

Termination Without Cause. Upon The Company may, with or without reason, terminate Executive’s employment hereunder without Cause at any time, by providing Executive written notice of such termination. Such notice shall specify the effective date of the termination of Executive’s employment. In the Employee's event of the termination of Executive’s employment as hereunder due to a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against termination by the Company under this Agreement except without Cause (other than due to Executive’s death or Disability), then Executive shall be entitled to payment of the right Accrued Obligations and, subject to receive Section 6(c), the following severance benefits, such benefits to be paid at the times and in the manner provided in Section 6(d): (i) a cash payment equal to Executive’s last annualized rate of Base Salary in effect on or immediately prior to Executive’s Separation from Service; (ii) a cash payment equal to (i) the payments and other rights provided for quotient obtained by dividing Executive’s Base Salary (at the last annualized rate in Section 10(aeffect on or immediately prior to Executive’s Separation from Service) hereofby twelve (12), multiplied by (ii) severance payments Executive’s Years of Service as of Executive’s Separation from Service (up to a maximum of twelve (12) Years of Service); provided, however, that in no event shall the form of semi-monthly payment of amount determined pursuant to this Section 6(b)(ii) exceed an amount equal to (x) the Employee's base salary amount obtained by multiplying two (as 2) by Executive’s Base Salary (at the last annualized rate in effect on or immediately prior to such terminationExecutive’s Separation from Service), less (y) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and amount determined pursuant to Section 6(b)(i); (iii) continuation a cash payment equal to the expected aggregate cost, as reasonably determined by the Compensation Committee, of the premiums that would be charged to Executive to continue medical benefits coverage pursuant to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause Consolidated Omnibus Budget Reconciliation Act (ii) above“COBRA”), with such coverage to be provided at the same level and subject to the same terms and conditions or reasonably equivalent medical coverage for Executive (includingand, without limitationif applicable, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the EmployeeExecutive’s eligible dependents) as last in effect upon or immediately prior to Executive’s Separation from time Service, for twelve (12) months; and (iv) payment or reimbursement of Executive’s costs for outplacement services obtained by Executive within the twelve (12) month period following Executive’s Separation from Service up to time for officers a maximum of the Company generally$20,000. For the purposes of this Agreement, "Pro-Rata Bonus Amount" Executive’s severance benefits shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid be calculated with respect to the Employee Executive’s Base Salary as in effect prior to the date of his termination, or any reduction that would constitute “Good Reason” (bas defined in Section 7) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwisefor Executive’s resignation.

Termination Without Cause. Upon In the event of any termination of the Employee's ’s employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against with the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereofor any successor, (ii) severance payments in the form of semi-monthly payment subsidiary, parent or affiliate of the Employee's base salary (as in effect immediately prior to Company if Employee is then primarily employed by such terminationentity) and of the Pro-Rata Bonus Amount without “Cause” (as defined below) for a period on or prior to the fourth (4th) anniversary of 12 the Effective Date (an “Early Termination”), then in addition to any other amounts that may be due to him (i) the Company shall continue to pay Employee his then current salary, under Section 2(a) above, payable on the Company’s normal payroll dates until the date that is six (6) months following after the effective date of such terminationEarly Termination, (ii) the Company shall continue to provide Employee with health insurance and other similar employee benefits (but excluding the accrual of additional vacation time) under Section 2(c), until the date 1. that is six (6) months after the Early Termination and (iii) continuation effective as of such Early Termination Employee shall automatically and without further action required on his part or the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers part of the Company generallyreceive six (6) months of vesting acceleration with respect to each of his then outstanding stock options and each of the stock issuance agreements pursuant to which he holds outstanding shares of the Company’s stock that are then subject to vesting (the “Six Month Vesting Acceleration”). For the purposes of As used in this Agreement, "Pro-Rata Bonus Amount" Employee shall mean one-twenty-fourth be deemed to have been terminated by the Company without “Cause” if he resigns for a “Good Reason” (1/24thas defined below). If an Early Termination occurs during the twelve (12) month period following an Acquisition (as defined below), Employee will automatically and without further action required on his part or the part of the Company receive the following vesting acceleration in lieu of the Six Month Vesting Acceleration (if and only if it results in vesting of a larger total aggregate number of Employee’s shares and options becoming vested than if Six Month Vesting Acceleration applies): fifty percent (50%) of the greater shares that remain unvested as of (a) the most recent annual cash bonus paid to the Employee prior to the date of Early Termination under each of such Employee’s then outstanding stock options and each of his termination, or (b) the average stock issuance agreements pursuant to which he holds outstanding shares of the three most recent annual cash bonuses paid Company’s stock that are subject to vesting (the “50% Unvested Acceleration”). If the foregoing 50% Unvested Acceleration results in fewer shares vesting than pursuant to the Six Month Vesting Acceleration, then Employee prior to the date of his terminationshall instead automatically receive Six Month Vesting Acceleration. The rights Company’s obligation to make the payments and provide the accelerated vesting required by this Section 3 is in lieu of any damages or any other payment which the Company might otherwise be obligated to pay Employee as a result of the Employee and the obligations termination of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseemployment without Cause.

Termination Without Cause. Upon the termination of the Employee's Except as provided in Section 6.3, if Executive’s employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against is terminated by the Company (other than for Permanent Disability, death or Cause), Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated under this Agreement except Section 6.1, Executive shall also be entitled to receive: (a) an amount in lieu of any other cash compensation beyond that provided in the right immediately preceding sentence, which amount shall be equal to receive the sum of: (i) the payments and other rights provided for actual bonus, if any, he would have received in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment respect of the Employee's base salary (as fiscal year in effect immediately prior to which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee fiscal year prior to the date of his terminationExecutive’s termination and the denominator of which is 365, or payable at the same time as bonuses are paid to other executives; (ii) two times Executive’s annual Base Salary; payable in installments as normal payroll over the 24 months following such termination of employment; and (b) continued coverage for a 24-month period under any employee medical, health and life insurance plans in accordance with the average respective terms thereof applicable to active employees (other than the requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by Executive to the Company and, where applicable, shall be made pursuant to COBRA. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the three most recent annual cash bonuses paid amounts payable to the Employee prior to the date of his termination. The rights Executive under any of the Employee provisions of this Agreement and the obligations of the Company under this Section 10(b) such amounts shall remain in full force and effect notwithstanding the expiration of the Employment Period, not be reduced whether by failure of the Compensation Committee to extend such period or otherwisenot Executive obtains other employment.

Termination Without Cause. Upon the termination of the Employee's The Company may terminate Executive’s employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount without Cause (as defined below) at any time during the Term upon thirty (30) days’ written notice provided to Executive in accordance with Section 10 below, or in the Company’s sole discretion, payment of Executive’s Base Salary for such 30-day notice period in lieu of providing a period 30-day notice. If Executive’s termination of 12 months following employment is without Cause and is also a “separation from service” (within the effective meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”), the Company shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to Executive: (i) Executive’s earned but unpaid Base Salary accrued through the date of such terminationSeparation from Service (the “Termination Date”); (ii) accrued but unpaid PTO time through the Termination Date, (iii) reimbursement of any business expenses incurred by Executive prior to the Termination Date that are reimbursable under Section 7 above, (iv) any vested benefits and other amounts due to Executive under any plan, program or policy of the Company, and (iiiv) continuation any payment in lieu of notice of termination under this Section 8(a) (together, the “Accrued Obligations”). In addition, subject to Section 8(f) and Section 8(i) below and Executive’s execution and non-revocation of a binding release in accordance with Section 8(h) below, and Executive acting in accordance with the post-termination covenants of Section 11 below, in the event Executive experiences a Separation from Service due to a termination by the Company without Cause, the Company shall pay or provide to Executive the following: (1) A lump sum cash severance payment in the amount equal to the sum of: (1) Twelve (12) months of the medical benefits coverage to which then current Base Salary; PLUS (2) One (1) times the Employee is entitled Executive’s Average Bonus (as hereinafter defined); PLUS (3) any amounts owing as a result of providing less than 30-days prior notice under Section 5(c(8)(a), PLUS (4) hereof over the 12 month period provided in clause (ii) aboveany Accrued Obligations, with such coverage to be provided at lump sum payment made on the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to 60th day following the date of his terminationExecutive's Separation from Service, or except as provided in Section 8(g) hereof. (b2) For the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of twelve (12) month period following such Separation from Service, the Company under this Section 10(bshall continue to provide to Executive all Employee Benefits (as hereinafter defined) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise.which were received by,

Termination Without Cause. Upon The Company may terminate the employment of the Executive for any reason other than “cause” (as defined in Section 9) at any time, subject to compliance with this Section 10. The Executive may terminate his employment upon sixty (60) days advance written notice to the Board of Directors within sixty (60) days following a Change in Control (as defined in paragraph (b) below) or for Good Reason (as defined in paragraph (c) below), subject to compliance with this Section 10. (a) In the event the Executive’s employment is terminated by Company for any reason other than cause or by Executive upon sixty (60) days advance written notice to the Board of Directors within sixty (60) days following a Change in Control (as defined in paragraph (b) below) or for Good Reason (as defined in paragraph (c) below), the Executive shall be entitled to: (a) a severance payment equal to the greater of (i) the unpaid portion of Executive’s Base Salary for the remainder of the Term of this Agreement or (ii) three (3) months of Executive’s Base Salary, which severance payment will be paid in accordance with the Company’s regular payroll cycle as such may be amended from time to time, and (b) payment of the applicable premiums for coverage of Executive and his family under the Company’s health plans for a period of three (3) months following the termination of employment, provided that Executive timely and properly elects continuation coverage under the Employee's aforementioned plans pursuant to the provisions of COBRA and remains eligible for such coverage. In the event the Executive’s employment as is terminated by Company for any reason other than cause, one-third of the options granted to Executive pursuant to Section 6(d) will vest and be exercisable in accordance with the provisions of Section 6(d). The benefits provided in this section, to which Executive would not otherwise be entitled, are contingent and conditioned upon Executive’s execution and nonrevocation (if such revocation is permitted) of a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or general release of all claims against the Company and all related entities or persons, in a form satisfactory to Company, within sixty (60) days of the termination of Executive’s employment. This severance benefit will commence on the sixty first (61st) day following the Executive’s termination of employment pursuant to this section. (b) For the purpose of this Agreement, a “Change in Control” shall have occurred if: (1) any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) acquires beneficial ownership (within the meaning of Rule l3d-3 promulgated under the Exchange Act) of more than 50% of either (A) the then outstanding shares of Common Stock or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Voting Securities”); provided, however, that any acquisition by the Company, by any employee benefit plan (or related trust) of the Company, or by any corporation with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Common Stock and Voting Securities immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Common Stock and Voting Securities, as the case may be, shall not constitute a Change of Control; (2) individuals who, as of the Effective Date, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors, provided that any individual becoming a director subsequent to the Effective Date whose election was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board, but excluding, for this Agreement except purpose, any such individual whose initial assumption of office is in settlement of an actual or threatened election contest relating to the right election of the directors of the Company; or (3) the stockholders of the Company approve (A) a reorganization, merger or consolidation, in each case, with respect to receive which all or substantially all of the persons who were the respective beneficial owners of the Common Stock and the Voting Securities immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation or (B) a complete liquidation or dissolution of the Company or of the sale or other disposition of all or substantially all of the assets of the Company. (c) For the purpose of this Agreement, “Good Reason” shall mean, without Executive’s permission, (i) the payments and other rights provided for Company’s failure to continue to employ Executive in Section 10(a) hereofan executive position, (ii) severance payments a material diminution of Executive’s salary and benefits in the form aggregate, or (iii) a relocation of semiExecutive’s regular work location of more than seventy-monthly payment of the Employee's base salary five (as in effect 75) miles from Executive’s regular work location immediately prior to such terminationthe relocation. Notwithstanding the foregoing, Executive shall not be entitled to terminate his employment for Good Reason unless he has notified Company in writing, within thirty (30) and days of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject event giving rise to the same terms Good Reason, of his intent to terminate his employment for Good Reason and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes fails to cure such Good Reason within thirty (30) days of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend receiving such period or otherwisewritten notice.

Termination Without Cause. Upon the termination of the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the The Company under may terminate this Agreement except without Cause at any time by the right service of written notice of termination to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the Executive specifying an effective date of such terminationtermination not sooner than ninety (90) business days after the date of such notice (the “Termination Date”). In the event the Executive is terminated without Cause (other than a CC Termination under paragraph 6.3 of this Agreement), and (iii) continuation of the medical benefits coverage to which the Employee is Executive will be entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions following: (including, without limitation, any applicable co-pay obligations a) payment of Base Compensation (as hereafter defined) in accordance with the Employee, but excluding any applicable tax consequences for Company’s policies during the Employee) as in effect from time to time for officers of the Company generally. For the purposes remaining term of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth but in any event through the then current Expiration Date; (1/24thb) excepting participation in any retirement or deferred compensation plan maintained by the Company, continuation of the greater benefits provided by operation of paragraphs 4.4, 4.6 and 4.7 of this Agreement at the levels and on the terms provided on the date of termination hereunder, during the remaining term of this Agreement, but in any event through the then current Expiration Date; and (c) a lump sum cash payment for any accrued but unused vacation through the Termination Date in accordance with the Company’s Employment Policies Manual. For purposes of this Agreement the term “Base Compensation” means the Executive’s current Base Salary under paragraph 4.1 on the Termination Date plus the bonus compensation received by the Executive during the twelve (12) month period preceding the Termination Date. Termination compensation under subsection (a) of this paragraph 6.1.1 will be paid in accordance with the most recent annual cash bonus paid Company’s then current payroll schedule and any benefits will be subject to any conditions or obligations in existence at on the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseTermination Date.

Termination Without Cause. Upon The Company may terminate this Agreement without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the “Termination Date”). In the event of elimination of the Employee's employment Executive’s job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the “Good Reason Conditions”) the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive’s execution of the Company’s severance agreement which will operate as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or release of all legally waivable claims against the Company under this Agreement except and the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment Executive’s compliance with all of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes provisions of this Agreement, "Proincluding all post-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseemployment obligations.

Termination Without Cause. Upon The Employer may terminate the termination of the Employee---------------------------- Executive's employment as for reasons other than Cause upon not less than 60 days prior to when written notice is delivered to the Executive, in which event the Employer shall (i) pay to the Executive within 30 days following the date of termination a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right lump sum payment equal to receive (i) the payments and other rights provided for in Section 10(a) hereofunpaid Base Salary that would have been paid to or earned by the Executive pursuant to this Agreement, (ii) severance payments in if the form Executive had remained employed under the terms of semi-monthly payment this Agreement through the end of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) Employment Term, or for a period of 12 6 months following the effective date of such termination, whichever period is longer; and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) abovea cash bonus payment equal to the estimated amount necessary for the Executive to use the after-tax portion of said payment to pay the premiums of the Executive's supplemental benefits as provided in Exhibit A for a period of 18 months following the termination date. In addition, with such the Employer shall provide continued life insurance coverage to be provided and non-taxable medical and dental insurance coverage at substantially the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee levels that existed prior to the date termination for a period of 18 months following the termination date. If the Executive terminates his terminationemployment with the Employer during the Employment Term for "Good Reason" (defined in Section 4(d) below), or (b) other than following a Change of Control, such termination shall be deemed to have been a termination by the average Employer of the three most recent annual cash bonuses paid to Executive's employment without Cause. Notwithstanding the Employee foregoing, if Executive's employment ends prior to May 31, 2011 for reasons other than Cause and under circumstances that entitled the date Executive to payments and benefits under paragraph 4(a) of his termination. The rights this Agreement (regarding a "Change of the Employee and the obligations of the Company Control"), then amounts that may be payable under this Section 10(bparagraph 3(e) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether be reduced by failure of the Compensation Committee payments made to extend such period or otherwiseEmployee under paragraph 4(a).

Termination Without Cause. Upon If (i) in breach of this Agreement, the termination of Company shall terminate the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries other than (A) for Cause or estate will have any further rights (B) because of Disability; or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments if this Agreement is terminated by the Employee for cause as set forth in Section 7(d); then: (1) The Company shall pay the form of semi-monthly payment of Employee his salary through the Employee's base salary (as in effect immediately prior to such termination) Termination Date and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, all other unpaid and (iii) continuation of the medical benefits coverage pro rata amounts to which the Employee is entitled as of the Termination Date under Section 5(c) hereof over any compensation plan or program of the 12 month period provided in clause (ii) aboveCompany, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations incentive bonus payable under an incentive bonus plan for executive officers adopted by the Company or any other discretionary bonus approved by the Board, and all accrued vacation time; (2) The Company shall make severance payments to the Employee in lieu of any further salary payments hereunder for periods after the Termination Date equal to the Employee's then current salary and payable in installments in accordance with the Company's normal payroll practice for a period which is the lesser of: (i) twelve (12) months after the Termination Date, or (ii) the remaining Term of the Agreement; (3) In addition to the severance payments to the Employee, but excluding any applicable tax consequences for the Employeefollowing shall apply: (A) as in effect from time the Employee shall continue to time for officers participate in, and accrue benefits under, all retirement, pension, profit sharing and other deferred compensation plans of the Company generally. For for a period which is the lesser of: (i) twelve (12) months after the Termination Date, or (ii) the remaining Term of the Agreement, as if the termination of employment of the Employee had not occurred (with the Employee being deemed to receive for the purposes of such plans the Employee's then current salary (at the time of his termination) under Section 2(a) and (b) of this Agreement), except to the extent that such continued participation and accrual is expressly prohibited by law, or to the extent such plan constitutes a "Pro-Rata Bonus Amountqualified plan" shall mean one-twenty-fourth (1/24th) under Section 401 of the greater Internal Revenue Code of 1986, as amended (a"Code"), by the terms of the plan, in which case the Company shall provide the Employee a substantially equivalent, unfunded, non-qualified benefit; (B) the most recent annual cash bonus paid Employee shall be entitled to continue to receive all other employee benefits and then existing fringe benefits referred to in Section 4(a) and (b) hereof for a period which is the lesser of: (i) twelve (12) months after the Termination Date, or (ii) the remaining Term of the Agreement as if the termination of employment had not occurred; and (C) all insurance or other provisions for indemnification, defense or hold-harmless of officers or directors of the Company that are in effect on the date the Notice of Termination is sent to the Employee prior to shall continue for the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights benefit of the Employee with respect to all of his acts and omissions while an officer or director as fully and completely as if such termination had not occurred, and until the obligations final expiration or running of the Company under all periods of limitation against action which may be applicable to such acts or omissions; and (4) The liquidated amount and other benefits provided for in this Section 10(b8(c) shall remain in full force and effect notwithstanding not be reduced by any compensation or benefits that the expiration Employee may receive for other employment with another employer or through self-employment after termination of employment with the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseCompany.

Termination Without Cause. Upon the Employer's Board of Directors may terminate Employee's employment, with or without cause, at any time by giving written notice of such termination to Employee, such termination of employment to be effective on a date specified in such notice; provided, however, that only in the Employee's employment as event of such a Termination Without Cause, neither the termination without cause Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right shall be entitled to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash Base Salary and bonus paid to or accrued on Employee's behalf for the Employee fiscal year of Employer immediately prior to the date of his termination, fiscal year in which the termination took place; or (b) the average amount due Employee for Base Salary during the balance of the three most recent annual then- current Employment Term. Payments shall be made, at the option of Employer, in cash or, in the case of the preceding item (a), in equal weekly payments using Employer's regular payroll periods or, in the case of the preceding item (b), over the balance of the Employment Term at the same time as current wages and bonuses paid to the Employee prior to are normally payable. Employee's participation in all benefit programs other than life, medical and disability insurance shall cease as of the date of his termination. The rights Employee's participation in the life, medical and disability insurance programs shall continue until the earlier of: (a) such time as Employee is employed by another employer and is covered or permitted to be covered by benefit plans of another employer without regard to the Employee and extent of such coverage; (b) the obligations of the Company under this Section 10(bEmployer no longer provides such benefit plans to Employer's management employees; or (c) shall remain in full force and effect notwithstanding the expiration of the Employment PeriodTerm in effect at the time of termination. This provision supersedes any other severance program or policy that may be offered by Employer and is in lieu of such plan rather than in addition to other severance plans that may be in place, whether by failure of the Compensation Committee except with regard to extend such period or otherwiseany rights Employee may have pursuant to COBRA.

Termination Without Cause. Upon the termination of the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) Anything in this Agreement to the payments and other rights contrary notwithstanding, the Executive's employment may be terminated without Cause as provided for in this Section 9(d). A termination due to disability, as described in Section 10(a) hereof9(b), above, or a termination for Cause, as described in Section 9(c), above, shall not be deemed a termination without Cause under this Section 9(d). (ii) severance payments In the event the Executive's employment is terminated without Cause prior to Change in Control or following the form first anniversary of semi-monthly payment of a Change in Control, the Employee's base salary Executive shall be entitled to: (A) Base Salary as provided in Section 4, above, at the rate in effect in accordance with Section 4, above, immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) , payable in equal monthly installments for a period of 12 months following the effective date of such termination, (B) any annual bonus awarded but not yet paid under Section 5, above, (C) the rights under the option and all other options as provided in Section 6, above, determined in accordance with the terms thereof, (D) continued coverage under the employee benefit programs of the Company, or their equivalent, as provided in Section 7, above, in which the Executive was participating at the time of his termination of employment for the period of salary continuation or, if longer, for the period provided in such programs; provided, however, that any such continued coverage shall be offset by (E) any other rights and benefits available under employee benefit programs of the Company and Parent, or their equivalent, as provided in Section 7, above, and under the business expense reimbursement and fringe benefit programs as described in Section 8, above, determined in accordance with the applicable terms and provisions of such programs. (iii) continuation In the event the Executive's employment is terminated by the Company or Parent without Cause within the 12-month period following a Change in Control (the "POST-CHANGE PERIOD") or the Executive terminates his employment for "GOOD REASON" (as defined in Exhibit B hereto) during the Post-Change Period, the Executive shall be entitled to: (A) Base Salary as provided in Section 4, above, at the rate in effect in accordance with Section 4, above, immediately prior to such termination, payable in equal monthly installments for a period of 24 months following the date of such termination, (B) an amount equal to two times the largest annual bonus awarded to the Executive in the three-year period prior to the year in which a Change in Control occurs, paid in equal monthly installments for the period of Base Salary (C) an amount equal to the annual bonus that would have been awarded to Executive in respect of the medical benefits coverage to year in which the Employee Change in Control occurs, multiplied by a fraction, the numerator of which is entitled the number of months or fraction thereof in which the Executive was employed by the Company in such year, and the denominator of which is 12. (D) the rights under the Option, and all other options as provided in Section 5(c6, above, determined in accordance with the terms thereof, (E) hereof over continued coverage under the 12 month employee benefit programs of the Company and Parent, or their equivalent, as provided in Section 7, above, in which the Executive was participating at the time of his termination of employment for the period of Base Salary continuation or, if longer, for the period provided in clause (ii) abovesuch programs; provided, with however, that any such continued coverage to shall be offset by comparable coverage provided at the same level and subject to the same terms Executive in connection with subsequent full-time employment and, to the extent the Company and conditions Parent are unable to continue such coverage, the Company and Parent shall provide the Executive with economically equivalent benefits determined on an after-tax basis, (including, without limitation, F) any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers other rights and benefits available under employee benefit programs of the Company generally. For and Parent, or their equivalent, as provided in Section 7, above, and under the purposes business expense reimbursement and fringe benefit programs as described in Section 8, above, determined in accordance with the -12- 13 applicable terms and provisions of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth such programs; and (1/24thG) full and immediate vesting under the Company's pension plans as of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or to the extent permitted by applicable law. (biv) If, at any time during the average term of the three most recent annual cash bonuses paid Executive's employment hereunder, the Executive fails to be appointed (or re-appointed, as appropriate) as Chief Financial and Administrative Officer and Senior Vice President of the Parent and Executive Vice President of the Company, the Executive shall have the right to terminate his employment and such termination, if prior to a Change in Control, shall be deemed a termination by the Company and Parent without Cause under Section 9(d)(H), above, or, if following a Change in Control, shall be deemed a termination by the Company and Parent without Cause under Section 9(d)(iii), above, provided that the Executive in either case shall have given the Company and Parent written notice of his decision and shall not within 10 business days thereafter have been reinstated to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiserelevant positions.

Termination Without Cause. Upon The Corporation may also terminate the Executive’s employment, without cause, by paying him the following: a) If the Executive’s employment is terminated by the Corporation on or before the date that is the eighteen (18)-month anniversary of the date of this Agreement: (i) An amount equivalent to twelve (12) months of the Executive’s annual Base Salary; and (ii) An amount equivalent to the Annual Bonus received by the Executive for the last completed fiscal year prior to the termination date. (iii) An amount equivalent to twelve (12) months of the cost of the benefits which were in force at the time of termination of the Executive’s employment, calculated on a yearly basis, excluding the car allowance and operating costs. However, Stock Options are expressly excluded from this provision and the Executive shall be treated, in this regard, in accordance with the terms of the Plan. b) If the Executive’s employment is terminated by the Corporation after the date that is the eighteen (18)-month anniversary of the date of this Agreement: (i) an amount equivalent to twenty-four (24) months of the Executive’s annual Base Salary; and (ii) An amount equivalent to twice the Annual Bonus received by the Executive for the last completed fiscal year prior to the termination date. (iii) An amount equivalent to twelve (12) months of the cost of the benefits which were in force at the time of termination of the Executive’s employment, calculated on a yearly basis, excluding the car allowance and operating costs. However, Stock Options are expressly excluded from this provision and the Executive shall be treated, in this regard, in accordance with the terms of the Plan. c) The Executive acknowledges that the said payments are fair and sufficient and, in consideration of the Corporation giving him such payments in the event of the termination of his employment without cause, the Employee's employment as a Termination Without CauseExecutive shall grant the Corporation and its directors, neither officers, employees, shareholders, representatives and agents, and the Employee nor the Employee's beneficiaries or estate will have directors, officers, employees, shareholders, representatives and agents of any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment affiliate of the Employee's base salary (as in effect immediately Corporation, a full and final release and discharge from any and all claims, past, present or future, that he has or may have, arising directly or indirectly from the termination of his employment, whether for prior to such termination) and notice of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided severance pay, damages in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, lieu thereof or for any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseother reason.

Termination Without Cause. Upon If the termination Company terminates Executive’s employment during the term of this Agreement for some reason other than Cause, death or Disability, Executive will be entitled to the following: (a) The Company shall pay Executive the Accrued Obligations, plus an amount (the “Involuntary Severance Amount”) equal to: i. Three times Executive’s Base Salary; and ii. Three times the annual cash bonus(es) Executive actually received under the Company’s annual bonus plan(s) as set forth in Section 4.2 (including, where applicable, any annual bonus plan(s) while Executive was employed under the Questar Employment Agreement) in the year immediately prior to the Date of Termination. For the avoidance of doubt, annual bonus plan(s) does not include any payment under the Company’s or Questar’s Long-Term Cash Incentive Plan (except that Executive shall receive accelerated vesting of the Employee's employment as Conversion Awards set forth below). Amounts payable under this subsection 7.3(a) will be paid in a cash lump sum, subject to applicable withholdings, within 30 days of the Date of Termination. (b) Any Bifurcated Equity Grants shall vest in accordance with the terms of such grants due to a Termination Without without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company . Any Equity Grants made to Executive under this Agreement except on or following the right to receive (i) the payments Agreement Date, and other rights provided for any Conversion Awards, shall vest in Section 10(a) hereof, (ii) severance payments in the form full on Executive’s Date of semi-monthly payment Termination. The parties hereto acknowledge and agree that expiration of the Employee's base salary (as in effect immediately prior Employment Term by itself shall not be deemed to such termination) and constitute a termination of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of Executive’s employment by the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid for some reason other than Cause or otherwise entitle Executive to the Employee prior to the date of his termination, any payments or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company benefits under this Section 10(b) 7.3. Except for the Accrued Obligations, Executive shall remain in full force and effect notwithstanding not be entitled to any payments or benefits under this Section 7.3. after the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseTerm.

Termination Without Cause. Upon (a) In the termination event Executive's employment is terminated for any reason whatsoever other than for Cause pursuant to Section 4.3 above during the initial year of the Employee's employment as a Termination Without CauseOriginal Term, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments Company shall pay to Executive the base salary and other rights provided for benefits otherwise payable to her under Sections 3.1, 3.2 and 3.3 above, at such times and in such installments as would be the case if there had been no termination of employment pursuant to Section 10(a4.3 above beginning on the day following the Termination Date through the day which is the first (1st) hereofanniversary of the Termination Date (such date, the "First Anniversary Date"); (ii) severance payments on and as of the First Anniversary Date, Executive shall be excused from complying with the restrictive covenants set forth in Section 6.1 below; and (iii) one hundred percent (100%) of the Plan Options shall immediately accelerate and be vested and exercisable in full in accordance with the terms of the Plan Option Agreement. (b) In the event Executive's employment is terminated for any reason whatsoever other than for cause pursuant to Section 4.3 above at any time after the expiration of the initial year of the Original Term, (i) the Company shall pay to Executive the base salary and benefits otherwise payable to her under Sections 3.1, 3.2 and 3.3 above, at such times and in such installments as would be the case if there had been no termination of employment pursuant to Section 4.3 above beginning on the day following the Termination Date through the date which is six months after the Termination Date (such date, the "Six Month Date"); (ii) on and as of the Six Month Date, Executive shall be excused from complying with the restrictive covenants set forth in Section 6.1 below; and (iii) one hundred percent (100%) of the Plan Options shall immediately accelerate and be vested and exercisable in full in accordance with the terms of the Plan Option Agreement. (c) Executive hereby acknowledges and agrees that if Executive's employment is terminated for any reason whatsoever other than for cause pursuant to Section 4.3 above, then the payment in full of compensation and the provisions of the other rights described in Sections 5.2(a) or 5.2(b) above shall represent the total obligation of the Company to Executive under this Agreement. (d) Notwithstanding anything in this Section 5.2 to the contrary, in the form event Executive's employment is terminated for any reason whatsoever other than for Cause pursuant to Section 4.3 above in connection with, or at any time following, a Change of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount Control (as defined below) for that results in cash proceeds to Executive on account of Executive's ownership of I-trax Shares (or any security which may be issued in lieu I-trax Shares as a period result of 12 months following any reorganization, consolidation, merger, recapitalization or like transaction): (i) the effective date of such termination, Company shall not be obligated pay to Executive any payment provided in Sections 5.2(a) or 5.2(b) above; (ii) Executive shall only be excused from complying with the restrictive covenants set forth in Section 6.1 below after the Six Month Date; and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause one hundred percent (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th100%) of the greater of (a) Plan Options shall immediately accelerate and be vested and exercisable in full in accordance with the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average terms of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwisePlan Option Agreement.

Termination Without Cause. Upon A. The Board of Directors may, at its discretion, terminate Employee's duties and responsibilities as Executive Vice President. Such action shall require a majority vote of the entire Board of Directors, and shall be effective immediately upon delivery to Employee of written notice of this action by the Board of Directors, or at such other time as may be agreed upon by both parties to this contract. Following such termination of this contract, all rights, obligations and duties of both parties relative to this Agreement shall cease, except that, for the Employee's employment as month in which his duties were terminated and for the then current five (5) year Period of Employment, the Employer shall continue to pay Employee his then current salary and shall continue his family medical and disability insurance coverage. Such continuation of pay and medical and disability insurance shall constitute an agreed upon termination payment to Employee and shall be made in all instances in which there is a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company "termination without cause" under this Agreement except Paragraph 7A. Throughout this period, Employee shall not be required to perform any duties for the right Employer, or report to receive (i) work. Employee shall, however, demonstrate good faith in cooperating and assisting with the payments transitioning of projects and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form communication of semi-monthly payment information concerning endeavors with which he had been involved on behalf of the Employee's base salary (as in effect immediately Employer. In the event that Employee secures other satisfactory full-time employment prior to the expiration of this termination payment, said termination payment shall terminate coincident with that date upon which such termination) other employment commences, except that the difference, if any, between his former rate of compensation and that rate which is applicable to the new position shall continue to be paid to Employee until the conclusion of this Period of Employment. In the event that Employer exercises this provision, it shall also demonstrate good faith in affording Employee reasonable assistance with his effort to secure alternative employment. Such assistance shall include, but shall not be limited to: the granting of references; providing reasonable secretarial support and making available to Employee the reasonable use of business equipment (e.g. telefacsimile, photocopying, computer, internet and word processing). These services are to be provided, at the discretion of the ProBoard, either at an Employer site or off-Rata Bonus Amount (site. If off-site, Employer will reimburse Employee for reasonable expenses to a maximum of $15,000 upon presentation of bills and/or statements during the period as defined below) stated above. Employer shall have no other obligations to Employee hereunder. B. Should Employee, at his discretion, elect to terminate this contract for a period of 12 months following any reason, he shall provide to the effective date of such termination, and (iii) continuation Chairman of the medical benefits coverage Board of Directors at least ninety (90) days written notice of his decision to which so terminate this contract. Employee shall continue to render his services and be paid his current base annual salary during the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior up to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights At the conclusion of the Employee that ninety (90) day period of notice, all rights, duties and the obligations of the Company under this Section 10(b) contract shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseterminate.

Termination Without Cause. Upon (i) Anything in this Agreement to the contrary notwithstanding, the Executive’s employment may be terminated by the Company without Cause as provided in this Section 8(d). A termination due to death or disability, as described in Section 8(a) or (b), above, or a termination for Cause, as described in Section 8(c), above, shall not be deemed a termination without Cause under this Section 8(d). For the avoidance of doubt, if a notice of non-renewal of this Agreement pursuant to Section 2 is issued by the Company and, within six (6) months thereafter, a written notice is issued (x) by the Company to the Executive of its intention to terminate the employment relationship with Executive at the end of the Term or (y) by the Executive to the Company of Executive’s intention to terminate the employment relationship with the Company at the end of the Term, the termination of the Employee's Executive’s employment at the end of the Term shall be considered a termination by the Company without Cause hereunder. (ii) In the event the Executive’s employment is terminated by the Company without Cause (x) prior to a Change in Control (other than as a Termination Without provided in the last paragraph of Section 8(d)(iii), in which case the provisions of Section 8(d)(iii) shall apply in lieu of this Section 8(d)(ii)) or (y) following the Post-Change Period (as hereinafter defined), the Executive shall be entitled to: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment without Cause, neither through the Employee nor date on which termination without Cause occurs, to be paid in accordance with the Employee's beneficiaries or estate will have any further rights or Company’s regular payroll practices, (B) provided the Executive executes and does not revoke a reasonable general release of employment liability claims against the Company under this Agreement except and its affiliates in form and substance satisfactory to the right Company, a cash lump sum payment made within 30 days after termination of employment equal to receive (ix) two times the payments and other rights provided for in Section 10(a) hereofExecutive’s annual Base Salary, (ii) severance payments in at the form of semi-monthly payment of the Employee's base salary (as annual rate in effect in accordance with Section 4, above, immediately prior to such terminationtermination and (y) and one times the higher of the Pro-Rata Bonus Amount targeted annual bonus for the year of such termination, if any, or the average of the Executive’s annual bonus payable by the Company or its subsidiaries for the three years immediately preceding the year of termination (as defined belowor such shorter period during which the Executive has been employed by any of such entities), (C) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7(a) above, (D) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (E) for a period of 12 twenty-four months following the effective date of such termination, and (iii) continuation termination of the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits coverage to which if provided under the Employee is entitled applicable plans) for the Executive (and the Executive’s dependents, if any) under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to Company’s medical benefit plans upon substantially the same terms and conditions (includingincluding cost of coverage to the Executive) as is then in existence for other executives during the coverage period; provided, without limitationthat, any applicable coif the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-pay obligations tax basis as if continued participation had been permitted; provided, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (F) the vested accrued benefits, if any, under the employee benefit programs of the EmployeeCompany, but excluding as provided in Section 6 above, determined in accordance with the applicable terms and provisions of such programs. (iii) In the event the Executive’s employment is terminated by (x) the Company without Cause within the twenty-four month period following a Change in Control (as defined in Exhibit A hereto) (the “Post-Change Period”) or (y) the Executive terminates his employment for “Good Reason” (as defined in Exhibit B hereto) during the Post-Change Period, the Executive shall be entitled to the following, paid in the case of amounts set forth in (A), (B), (C) and (D) below within 30 days after termination of employment: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment, through the date on which termination occurs, (B) a cash lump sum payment equal to two times the Executive’s annual Base Salary, at the rate in effect in accordance with Section 4, above, or immediately prior to such termination or Change in Control, whichever is greater, (C) a cash lump sum payment equal to two times the higher of (i) the average annual bonus awarded to the Executive by the Company or its subsidiaries in the three years prior to the year in which the Change in Control occurs (or shorter period during which the Executive had been employed by any applicable tax consequences of such entities), or (ii) the Executive’s target annual bonus, if any, for the Employeeyear of such termination, (D) as an amount equal to (i) the higher of (x) the bonus actually awarded to the Executive by the Company for the year immediately preceding the year in effect from time which the Change in Control occurs or (y) the targeted amount of bonus, if any, that would have been awarded to time for officers the Executive in respect of the year in which the termination of employment occurs, multiplied by (ii) a fraction, the numerator of which is the number of months or fraction thereof in which the Executive was employed by the Company in the year of termination of employment, and the denominator of which is 12, (E) options to purchase equity securities of the Company generally. For or other rights with respect to equity securities of the purposes Company held by the Executive shall immediately vest in full and shall continue to be exercisable for three years from the date of this Agreementtermination of employment, "Pro-Rata Bonus Amount" shall mean one-notwithstanding the Executive’s termination of employment, or the original full term of the option or other right, if shorter, (F) for a period of twenty-fourth (1/24th) four months following the termination of the greater Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive’s dependents, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of (a) the most recent annual cash bonus paid coverage to the Employee Executive) as is then in existence for other executives during the coverage period; provided, that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (G) full and immediate vesting under the Company’s retirement plans as of the date of termination, to the extent permitted by applicable law; provided, however, that if such full and immediate vesting cannot be provided under a retirement plan under applicable law, then economically equivalent benefits shall be provided through arrangements outside the applicable retirement plan. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled to the benefits described in (A)-(G) above, if the Executive’s employment with the Company is terminated by the Company (other than for Cause) within one year prior to the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated or intended to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control; provided, however, that in such event, amounts will be payable hereunder only following the Change in Control (and within 10 days thereafter). (iv) If, in situations where Section 8(d)(iii) does not apply, at any time during the term of the Executive’s employment hereunder, duties are assigned to the Executive that are materially inconsistent with his position, or the Company does not cure any other material breach by it of any provision of Sections 3 through 7, 14 and 17 of this Agreement within 30 calendar days following written notice of same by the Executive (which written notice must be given within 30 calendar days after such breach), the Executive shall have the right to terminate his employment within 30 calendar days of the Company’s failure to rescind such assignment in accordance with the proviso below or of such failure to cure a breach, as the case may be, and such termination shall be deemed a termination by the Company without Cause under Section 8(d)(ii), above, provided, in the case of assignment of inconsistent duties, the Executive shall have given the Company written notice of his terminationdecision within 30 calendar days of such assignment and shall not, or (b) within 30 calendar days thereafter, have had the average assignment of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseinconsistent duties rescinded.

Termination Without Cause. Upon If the Executive’s employment is terminated by the Company without Cause, the termination shall be effective on the thirtieth (30th) day following written notice of such termination to the Executive. In the event of such termination without Cause prior to a Change of Control (as defined in Section 8.1.1) or a Corporate Transaction (as defined in Section 8.1.2), then, subject to the Executive’s execution of a release and non-disparagement agreement in a form acceptable to the Company, the Executive shall be entitled to: (i) a lump sum cash payment, payable within ten (10) business days after the date of termination of the Employee's employment Executive’s employment, equal to the sum of (A) any accrued but unpaid Base Salary as a Termination Without Causeof the date of such termination, neither (B) any earned and vested but unpaid portions of Annual Bonuses in respect of fiscal years completed prior to the Employee nor date of such termination, (C) any compensation deferred under the Employee's beneficiaries or estate will have provisions of any further rights or claims against the Company deferred compensation plan and (D) any unreimbursed business expenses that are due under Section 4.2.1 of this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, Agreement. (ii) a monthly severance payments payment payable in the form of semi-monthly payment each of the Employee's base salary twelve (as 12) months following the date of termination of the Executive’s employment in an amount equal to one-twelfth (1/12th) of the Executive’s annual Base Salary in effect immediately prior to such termination; (iii) and if the Executive elects to continue his medical coverage under COBRA, reimbursement by the Company of the Pro-Rata Bonus Amount (as defined below) such COBRA costs for a period of 12 up to eighteen (18) months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date termination of his terminationemployment; provided, or (b) however, that the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company Company’s obligation under this Section 10(b6.2(iii) shall remain in full force and effect notwithstanding be reduced to the expiration extent that comparable medical coverage is provided by a subsequent employer; (iv) partial acceleration of the Employment Period, whether by failure vesting of a portion of the Compensation Committee Executive’s outstanding stock options and other equity awards, and extension of time to extend exercise any vested stock options, as provided in Section 3.3.2; and (v) such period employee benefits described in Section 4.1 as the Executive or otherwisehis estate may be entitled to hereunder or under the employee benefit plans, programs and arrangements of the Company.

Termination Without Cause. Upon (i) Anything in this Agreement to the contrary notwithstanding, the Executive's employment may be terminated by the Company without Cause as provided in this Section 8(d). A termination due to death or disability, as described in Section 8(a) or (b), above, or a termination for Cause, as described in Section 8(c), above, shall not be deemed a termination without Cause under this Section 8(d). For the avoidance of doubt, if a notice of non-renewal of this Agreement pursuant to Section 2 is issued by the Company and, within six (6) months thereafter, a written notice is issued (x) by the Company to the Executive of its intention to terminate the employment relationship with Executive at the end of the term or (y) by the Executive to the Company of Executive's intention to terminate the employment relationship with the Company at the end of the term, the termination of the EmployeeExecutive's employment at the end of the term shall be considered a termination by the Company without Cause hereunder. (ii) in the event the Executive's employment is terminated by the Company without Cause (x) prior to a Change in Control (other than as a Termination Without provided in the last paragraph of Section 8(d)(iii), in which case the provisions of Section 8(d)(iii) shall apply in lieu of this Section 8(d)(ii)) or (y) following the Post-Change Period (as hereinafter defined), the Executive shall be entitled, subject to Section 25 hereof, to: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment without Cause, neither through the Employee nor date on which termination without Cause occurs, to be paid in accordance with the EmployeeCompany's beneficiaries or estate will have any further rights or regular payroll practices, (B) provided the Executive executes and does not revoke a general release of claims against the Company under this Agreement except and its affiliates in form and substance satisfactory to the right Company, a cash lump sum payment made within 30 days after termination of employment equal to receive (ix) two times the payments and other rights provided for in Section 10(a) hereofExecutive's annual Base Salary, (ii) severance payments in at the form of semi-monthly payment of the Employee's base salary (as annual rate in effect in accordance with Section 4, above, immediately prior to such terminationtermination and (y) and one times the higher of the Pro-Rata Bonus Amount targeted annual bonus for the year of such termination, if any, or the average of the Executive's annual bonus payable by the Company for the three years immediately preceding the year of termination (as defined belowor such shorter period during which the Executive has been employed by the Company), (C) any annual bonus awarded in accordance with the Company's bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above, (D) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (E) for a period of 12 twenty-four months following the effective date of such termination, and (iii) continuation termination of the Executive's employment, continued medical benefit plan coverage (including dental and vision benefits coverage to which if provided under the Employee is entitled applicable plans) for the Executive (and the Executive's dependents, if any) under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to Company's medical benefit plans upon substantially the same terms and conditions (includingincluding cost of coverage to the Executive) as is then in existence for other executives during the coverage period; PROVIDED, without limitationTHAT, any applicable coif the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-pay obligations tax basis as if continued participation had been permitted; PROVIDED, HOWEVER, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (F) the vested accrued benefits, if any, under the employee benefit programs of the EmployeeCompany, but excluding any as provided in Section 6 above, determined in accordance with the applicable tax consequences terms and provisions of such programs. (iii) In the event the Executive's employment is terminated by (x) the Company without Cause within the twenty-four month period following a Change in Control (as defined in Exhibit A hereto) (the "Post-Change Period") or (y) the Executive terminates his employment for "Good Reason" (as defined in Exhibit B hereto) during the Post-Change Period, the Executive shall be entitled to the following, paid in the case of amounts set forth in (A), (B), (C) and (D) below, subject to Section 25 hereof, within 30 days after termination of employment: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment, through the date on which termination occurs, (B) a cash lump sum payment equal to two times the Executive's annual Base Salary, at the rate in effect in accordance with Section 4, above, or immediately prior to such termination or Change in Control, whichever is greater, (C) a cash lump sum payment equal to two times the average annual bonus awarded to the Executive by the Company in the three years prior to the year in which the Change in Control occurs (or shorter period during which the Executive had been employed by the Company); PROVIDED such bonuses shall be at least equal to the targeted annual bonus, if any, for the Employeeyear of such termination, (D) as an amount equal to (i) the higher of (x) the bonus actually awarded to the Executive by the Company for the year immediately preceding the year in effect from time which the Change in Control occurs or (y) the targeted amount of bonus, if any, that would have been awarded to time for officers the Executive in respect of the year in which the termination of employment occurs, multiplied by (ii) a fraction, the numerator of which is the number of months or fraction thereof in which the Executive was employed by the Company in the year of termination of employment, and the denominator of which is 12, (E) options to purchase equity securities of the Company generally. For or other rights with respect to equity securities of the purposes Company held by the Executive shall immediately vest in full and shall continue to be exercisable for three years from the date of this Agreementtermination of employment, "Pro-Rata Bonus Amount" shall mean one-notwithstanding the Executive's termination of employment, or the original full term of the option or other right, if shorter, (F) for a period of twenty-fourth (1/24th) four months following the termination of the greater Executive's employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive's dependents, if any) under the Company's medical benefit plans upon substantially the same terms and conditions (including cost of (a) the most recent annual cash bonus paid coverage to the Employee Executive) as is then in existence for other executives during the coverage period; PROVIDED, THAT, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; PROVIDED, HOWEVER, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (G) full and immediate vesting under the Company's retirement plans as of the date of termination, to the extent permitted by applicable law; PROVIDED, HOWEVER, that if such full and immediate vesting cannot be provided under a retirement plan under applicable law, then economically equivalent benefits, determined on an after tax basis to the Executive, shall be provided through arrangements outside the applicable retirement plan. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled to the benefits described in (A)-(G) above, if the Executive's employment with the Company is terminated by the Company (other than for Cause) within one year prior to the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated or intended to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control; PROVIDED, HOWEVER, that in such event, amounts will be payable hereunder only following the Change in Control (and, subject to Section 25 hereof, within 10 days thereafter). (iv) If, in situations where Section 8(d)(iii) does not apply, at any time during the term of the Executive's employment hereunder, duties are assigned to the Executive that are materially inconsistent with his position, or the Company does not cure any material breach by it of any provision of Sections 4 through 7 of this Agreement within 30 calendar days following written notice of same by the Executive (which written notice must be given within 30 calendar days after such breach), the Executive shall have the right to terminate his employment within 30 calendar days of the Company's failure to rescind such assignment in accordance with the proviso below or of such failure to cure a breach, as the case may be, and such termination shall be deemed a termination by the Company without Cause under Section 8(d)(ii), above, PROVIDED, in the case of assignment of inconsistent duties, the Executive shall have given the Company written notice of his terminationdecision within 30 calendar days of such assignment and shall not, or (b) within 30 calendar days thereafter, have had the average assignment of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseinconsistent duties rescinded.

Termination Without Cause. The Bank [or __________] may remove ------------------------- Executive, at any time without cause from the position in which he is employed hereunder; provided, however, that, in the event that notice of such termination is given, Executive shall be under no obligation to render any additional services to the Bank [or __________] and shall be allowed to seek other employment. In addition, Executive shall be entitled to resign upon providing two (2) weeks written notice to the Bank (or named subsidiary). Upon the termination any such removal or resignation and expressly contingent upon Executive executing an Agreement and General Release in favor of the Employee's employment Bank, Company [or __________] as well as York Financial, Inc., York Federal Savings and Loan Association and their subsidiaries ("Release Agreement" in a Termination Without Causeform similar to the Agreement and General Release attached hereto as Appendix A. Executive shall be entitled to receive, neither commencing within thirty (30) days of tendering a binding Release Agreement, payments equal to the Employee nor Base Salary payable for the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment remaining term of the EmployeeAgreement. Said payments to be payable in a lump sum, monthly, annually or otherwise as agreed by the parties. In addition, Executive shall be entitled to a continuation of health benefits on the same terms as the Bank's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) [or _________] other employees, for a period of 12 months following fifty-two (52) weeks, reduced (but not below-0- ) by the effective date number of weeks that such termination, person was employed by the Bank [or _____]. Executive acknowledges and (iii) continuation of agrees that the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at to Executive pursuant to this Section 4.4 are expressly contingent upon Executive executing a binding Release Agreement. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any other vested benefits in accordance with the same level and subject to the same terms and conditions (including, without limitation, of any applicable co-pay obligations plans and programs of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, Bank [or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise__________].

Termination Without Cause. Upon (i) Anything in this Agreement to the contrary notwithstanding, the Executive's employment may be terminated by the Company without Cause as provided in this Section 8(d). A termination due to death or disability, as described in Section 8(a) or (b), above, or a termination for Cause, as described in Section 8(c), above, shall not be deemed a termination without Cause under this Section 8(d). For the avoidance of doubt, if a notice of non-renewal of this Agreement pursuant to Section 2 is issued by the Company and, within six (6) months thereafter, a written notice is issued (x) by the Company to the Executive of its intention to terminate the employment relationship with Executive at the end of the Term or (y) by the Executive to the Company of Executive's intention to terminate the employment relationship with the Company at the end of the Term, the termination of the EmployeeExecutive's employment at the end of the Term shall be considered a termination by the Company without Cause hereunder. (ii) in the event the Executive's employment is terminated by the Company without Cause (x) prior to a Change in Control (other than as a Termination Without provided in the last paragraph of Section 8(d)(iii), in which case the provisions of Section 8(d)(iii) shall apply in lieu of this Section 8(d)(ii)) or (y) following the Post-Change Period (as hereinafter defined), the Executive shall be entitled to: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment without Cause, neither through the Employee nor date on which termination without Cause occurs, to be paid in accordance with the EmployeeCompany's beneficiaries or estate will have any further rights or regular payroll practices, (B) provided the Executive executes and does not revoke a general release of claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for its affiliates in Section 10(a) hereof, (ii) severance payments in substantially the form of semi-monthly Exhibit C hereto, a cash lump sum payment made, subject to Section 25 hereof, within 30 days after termination of employment equal to (x) two times the EmployeeExecutive's base salary (as annual Base Salary, at the annual rate in effect in accordance with Section 4, above, immediately prior to such terminationtermination and (y) and one times the higher of the Pro-Rata Bonus Amount targeted annual bonus for the year of such termination, if any, or the average of the Executive's annual bonus payable by the Company for the three years immediately preceding the year of termination (as defined belowor such shorter period during which the Executive has been employed by the Company), (C) any annual bonus awarded in accordance with the Company's bonus program but not yet paid under Section 5, above, to be paid, subject to Section 25 hereof, at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above, (D) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (E) for a period of 12 twenty-four months following the effective date of such termination, and (iii) continuation termination of the Executive's employment, continued medical benefit plan coverage (including dental and vision benefits coverage to which if provided under the Employee is entitled applicable plans) for the Executive (and the Executive's dependents, if any) under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to Company's medical benefit plans upon substantially the same terms and conditions (includingincluding cost of coverage to the Executive) as is then in existence for other executives during the coverage period; PROVIDED, without limitationTHAT, any applicable coif the Executive cannot continue to participate in the Company plans providing such benefits because of underwriting or plan provisions or if such participation would cause the Executive to be taxed on the benefits under Internal Revenue Code Section 105(h), the Company shall otherwise provide such benefits on substantially the same after-pay obligations tax basis as if continued participation had been permitted; PROVIDED, HOWEVER, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and further provided, that all providing of benefits and payments hereunder shall be done in compliance with Section 25 hereof, and (F) the vested accrued benefits, if any, under the employee benefit programs of the EmployeeCompany, but excluding any as provided in Section 6 above, determined in accordance with the applicable tax consequences terms and provisions of such programs. (iii) In the event the Executive's employment is terminated by (x) the Company without Cause within the twenty-four month period following a Change in Control (as defined in Exhibit A hereto) (the "Post-Change Period") or (y) the Executive terminates his employment for "Good Reason" (as defined in Exhibit B hereto) during the Post-Change Period, the Executive shall be entitled to the following, paid in the case of amounts set forth in (A), (B), (C) and (D) below, subject to Section 25 hereof, within 30 days after termination of employment: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment, through the date on which termination occurs, (B) a cash lump sum payment equal to two times the Executive's annual Base Salary, at the rate in effect in accordance with Section 4, above, or immediately prior to such termination or Change in Control, whichever is greater, (C) a cash lump sum payment equal to two times the average annual bonus awarded to the Executive by the Company in the three years prior to the year in which the Change in Control occurs (or shorter period during which the Executive had been employed by the Company); PROVIDED such bonuses shall he at least equal to the targeted annual bonus, if any, for the Employeeyear of such termination, (D) as an amount equal to (i) the higher of (x) the bonus actually awarded to the Executive by the Company for the year immediately preceding the year in effect from time which the Change in Control occurs or (y) the targeted amount of bonus, if any, that would have been awarded to time for officers the Executive in respect of the year in which the termination of employment occurs, multiplied by (ii) a fraction, the numerator of which is the number of months or fraction thereof in which the Executive was employed by the Company in the year of termination of employment, and the denominator of which is 12, (E) options to purchase equity securities of the Company generally. For or other rights with respect to equity securities of the purposes Company held by the Executive shall immediately vest in full and shall continue to be exercisable for three years from the date of this Agreementtermination of employment, "Pro-Rata Bonus Amount" shall mean one-notwithstanding the Executive's termination of employment, or the original full term of the option or other right, if shorter, (F) for a period of twenty-fourth (1/24th) four months following the termination of the greater Executive's employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive's dependents, if any) under the Company's medical benefit plans upon substantially the same terms and conditions (including cost of (a) the most recent annual cash bonus paid coverage to the Employee Executive) as is then in existence for other executives during the coverage period; PROVIDED, THAT, if the Executive cannot continue to participate in the Company plans providing such benefits because of underwriting or plan provisions or, if such participation would cause the Executive to be taxed in the benefits under Internal Revenue Code Section 105(h), the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; PROVIDED, HOWEVER, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and further provided, that all providing of benefits and payments hereunder shall be in compliance with Section 25 hereof, and (G) full and immediate vesting under the Company's retirement plans as of the date of termination, to the extent permitted by applicable law; PROVIDED, HOWEVER, that if such full and immediate vesting cannot be provided under a retirement plan under applicable law, then economically equivalent benefits, determined on an after tax basis to the Executive, shall be provided through arrangements outside the applicable retirement plan in compliance with Section 25 hereof. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled to the benefits described in (A)-(G) above, if the Executive's employment with the Company is terminated by the Company (other than for Cause) within one year prior to the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated or intended to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control; PROVIDED, HOWEVER, that in such event, amounts will be payable hereunder only following the Change in Control (and, subject to Section 25, within 10 days thereafter). (iv) If, in situations where Section 8(d)(iii) does not apply, at any time during the term of the Executive's employment hereunder, duties are assigned to the Executive that are materially inconsistent with his position as described in Section 3 herein, or the Company does not cure any material breach by it of any provision of Sections 3 through 7 of this Agreement within 30 calendar days following written notice of same by the Executive (which written notice must be given within 30 calendar days after such breach), the Executive shall have the right to terminate his employment within 30 calendar days of the Company's failure to rescind such assignment in accordance with the proviso below or of such failure to cure a breach, as the case may be, and such termination shall be deemed a termination by the Company without Cause under Section 8(d)(ii), above, PROVIDED, in the case of assignment of inconsistent duties that are materially inconsistent with those set for in Section 3, the Executive shall have given the Company written notice of his terminationdecision within 30 calendar days of such assignment and shall not, or (b) within 30 calendar days thereafter, have had the average assignment of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseinconsistent duties rescinded.

Termination Without Cause. Upon (i) If, prior to the expiration of the Term, the Executive incurs a Separation from Service by reason of the Company’s termination of the Employee's Executive’s employment as a Termination Without without Cause, neither then the Employee nor Executive shall receive the Employee's beneficiaries or estate will have any further rights or claims against Other Accrued Compensation and Benefits and, subject to Sections 4(d) and 4(e): (A) the Company under this Agreement except shall continue to pay the right to receive (i) Executive the payments Base Salary and other rights provided for Automobile Payment in Section 10(a) hereof, (ii) severance payments in accordance with the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as Company’s ordinary payroll practices in effect from time to time for officers the period equal to the lesser of (A) six (6) months and (B) the remainder of the Term, with payments commencing on the 60th day following the Executive’s Separation from Service (the “Severance Period”); (B) the Company generally. For shall continue to pay the purposes of Executive any commissions payable under the IMAX Sales and Commission Plan and/or this AgreementAgreement during the Severance Period, "Pro-Rata Bonus Amount" and shall mean one-twenty-fourth pay ongoing commissions as set forth in Exhibit A following the Severance Period; and (1/24thC) the Company shall provide the Executive and his eligible dependents with continued participation in the Company’s group medical plans during the Severance Period or, in the event such participation is not permitted, a cash payment equal to the value of the greater of benefit continuation, payable in three semi-annual installments beginning sixty (a60) days following the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his terminationExecutive’s Separation from Service. The rights Executive shall continue to be obligated to pay his share of premiums, deductibles and co-payments which may be deducted from the Employee and the obligations of the Company under payment made pursuant to this Section 10(b4(c)(i)(C) in the same manner as if the Executive was actively employed. (ii) The Executive agrees that the provisions of Section 4(c) are fair and reasonable and that if his employment is terminated without Cause he shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee have no further right to extend such period receive any other compensation or otherwisebenefits.

Termination Without Cause. Upon The Company has the termination right, at any time during the Term, subject to all of the Employeeprovisions 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 as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except and discharge the right Executive without Cause. If the Executive is terminated during the Term without Cause (including any termination which is deemed to receive 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 payments payment, at the times and other rights upon the terms provided for herein, of (A) the Executive's Annual Salary and car allowance (as set forth in Section 10(a2.8 hereof) hereof, (ii) severance payments for the months remaining in the form of semi-monthly payment of Term at the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date time of such termination, and (iii) continuation based on the Annual Salary of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as Executive in effect from time to time for officers on the date of termination (or, if the Company generally. For has reduced the purposes Executive's Annual Salary in breach of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth the Executive's Annual Salary before such reduction), and (1/24thB) of the greater of (a) the most recent annual cash bonus paid to the Employee prior all unpaid bonuses and Benefits awarded or accrued up to the date of his termination, or and (bii) the average vesting of any unvested stock options granted by the three most recent annual cash bonuses paid Company pursuant to Section 2.4 hereof. In the event of a termination by the Company without Cause within 180 days after Change of Control (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the Employee prior Executive pursuant to this Section 4.3 shall be due and payable in one lump-sum payment within 60 days after such termination. In all other cases, any amounts due to the date of his termination. The rights of the Employee and the obligations of the Company under Executive pursuant to this Section 10(b) 4.3 shall remain in full force be due and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend payable as and when they would have become due and payable absent such period or otherwisetermination.

Termination Without Cause. Upon the termination of the Employee's The Company may terminate Executive’s employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount without Cause (as defined below) at any time during the Term upon thirty (30) days’ written notice provided to Executive in accordance with Section 10 below, or in the Company’s sole discretion, payment of Executive’s Base Salary for such period in lieu of notice. If Executive’s termination of employment is without Cause and is also a period “separation from service” (within the meaning of 12 months following Section 409A(a)(2)(A)(i) of the effective Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”), the Company shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to Executive, (i) Executive’s earned but unpaid Base Compensation accrued through the date of such terminationSeparation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, (iii) reimbursement of any business expenses incurred by Executive prior to the Termination Date that are reimbursable under Section 7 above, (iv) any vested benefits and other amounts due to Executive under any plan, program or policy of the Company, and (iiiv) continuation any payment in lieu of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations notice of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company termination under this Section 10(b8.a (together, the “Accrued Obligations”). In addition, subject to Section 8.f and Section 8.h below and Executive’s execution and non-revocation of a binding release in accordance with Section 8.g below, and Executive acting in accordance with the post-termination covenants of Section 11 below, in the event Executive experiences a Separation from Service due to a termination by the Company without Cause, the Company shall pay or provide to Executive (the “Severance”): (1) shall remain twelve (12) monthly payments in full force and effect notwithstanding accordance with the expiration Company’s regular payroll schedule, each equal to twice Executive’s monthly portion of the Employment Period, whether by failure Base Compensation at the rate in effect as of the Compensation Committee Termination Date (disregarding any purported reduction of such Base Compensation), and (2) at the Company’s expense, continuation of group healthcare coverage for Executive and his legal dependents until the earlier of twelve months from the Termination Date or such time as Executive becomes eligible to extend receive medical benefits under another group health plan, provided that Executive properly elects continuation healthcare coverage under Section 4980B of the Code and the regulations thereunder; following such period or otherwisecontinuation period, any further continuation of such coverage under applicable law shall be at Executive’s sole expense.

Termination Without Cause. Upon In the event that Executive incurs a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the Employee's Executive’s employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against by the Company under this Agreement except the right to receive without Cause (i) the payments and other rights provided for as defined in Section 10(a) 12 hereof), (ii) the Company shall pay Executive as severance payments in the form a lump-sum cash payment equal to 100% of semihis then-monthly payment of the Employee's current annual base salary (as in effect immediately prior the “Severance Payment”). Subject to such termination) and of the Pro-Rata Bonus Amount Payment Delay (as defined below), the Severance Payment shall be made to Executive on the sixtieth (60th) for a period of 12 months following day after the effective date of such termination, and (iii) continuation of Separation from Service. Executive’s right to receive the medical benefits coverage to which the Employee Severance Payment is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level conditioned on and subject to Executive’s execution within 21 days (or, to the same terms extent required by applicable law, 45 days) following the date of Executive’s Separation from Service and conditions non-revocation by Executive of a general release of claims substantially in the form attached hereto as Exhibit A. For purposes of clarification, a termination of Executive’s employment by reason of Executive’s death or Disability (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employeeas defined in Section 6 hereof) as in effect from time shall not be deemed to time for officers of be a termination by the Company generally. For the “without Cause” for purposes of this Agreement. Notwithstanding the foregoing, "Proin no event shall a termination of Executive’s employment by reason of the Board’s appointment of a Chief Executive Officer and President of Opnext to succeed Executive or by reason of the expiration of the Term be deemed to constitute a termination of Executive’s employment by the Company without Cause. The Severance Payment is intended to satisfy the short-Rata Bonus Amount" term deferral exemption under Treasury Regulation Section 1.409A-1(b)(4) and shall mean be made not later than the last day of the applicable two and one-twentyhalf (2 1/2) month short-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid term deferral period with respect to the Employee Severance Payment, within the meaning of Treasury Regulation Section 1.409A-1(b)(4). Except as set forth above, upon a termination of Executive’s employment by Opnext without Cause, Executive shall not be entitled to receive any further compensation or payments hereunder (except for Executive’s unpaid then current base salary, accrued vacation and expense reimbursements relating to the period prior to the date of his termination of employment). In the event of such a termination, any stock options or (b) other equity-based awards held by Executive shall be subject to the average provisions of the three most recent annual cash bonuses incentive award plan and applicable award agreement pursuant to which such awards were granted. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation, the Severance Payment, shall be paid to Executive during the Employee prior six-month period following Executive’s Separation from Service if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence (the “Payment Delay”), then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of Executive’s death), the Company shall pay Executive a lump-sum amount equal to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee cumulative amount that would have otherwise been payable to extend Executive during such period or otherwisesix-month period.

Termination Without Cause. Upon (a) Company, upon not less than 30 days written notice, may terminate Executive's employment at any time for any reason. If Executive's employment is terminated by the termination Company other than for Cause (as defined in Section 3.4 hereof) or as a result of Executive's death or Permanent Disability (as defined in Section 3.2 and 3.3, respectively, hereof) or if Executive terminates his employment for Good Reason (as defined in Section 3.5(b) hereof) prior to the end of the Employee's employment Term, Executive shall receive or commence receiving as a Termination Without Cause, neither soon as practicable in accordance with the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under terms of this Agreement except the right to receive Agreement: (i) the such payments and other rights provided for under applicable plans or programs, including but not limited to those referred to in Section 10(a) 2 hereof, to which he is entitled pursuant to the terms of such plans or programs through the date of termination; (ii) a severance payments payment (the "Severance Payment"), which amount shall be paid in the form of semiBase Salary continuation through the one-monthly year period after termination, plus the amount of any bonus paid by the Company for the calendar year immediately preceding the calendar year in which termination occurs; (iii) payment in respect of accrued by unused vacation days (the "Vacation Payment") and compensation earned but not yet paid (the "Compensation Payment") which amount shall be paid in a cash lump sum within thirty (30) days of the Employeedate of termination; and (iv) continued coverage, at the Company's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) expense for a period of 12 months following from the effective date of such terminationtermination under all Employee health, dental, disability and (iii) continuation life insurance plans in which the Executive participates as of the medical benefits coverage to which date of termination in accordance with the Employee is entitled under Section 5(crespective terms thereof. (b) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus AmountGood Reason" shall mean one-twenty-fourth (1/24th) any of the greater of following events (awithout Executive's express prior written consent) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of which are not cured by the Company under this Section 10(bwithin thirty (30) shall remain in full force and effect notwithstanding days after the expiration Company's receipt of the Employment Period, whether by failure of the Compensation Committee to extend written notice indicating such period or otherwise.breach with reasonable particularity:

Termination Without Cause. Upon The Corporation may also terminate the Executive’s employment, without cause, by paying him the following: (a) If the Executive’s employment is terminated by the Corporation on or before the date that is the eighteen (18)-month anniversary of the date of this Agreement: (i) An amount equivalent to twelve (12) months of the Executive’s annual Base Salary; and (ii) An amount equivalent to the Annual Bonus received by the Executive for the last completed fiscal year prior to the termination date. (iii) An amount equivalent to twelve (12) months of the cost of the benefits which were in force at the time of termination of the Executive’s employment, calculated on a yearly basis, excluding the car allowance and operating costs. However, Stock Options are expressly excluded from this provision and the Executive shall be treated, in this regard, in accordance with the terms of the Plan. (b) If the Executive’s employment is terminated by the Corporation after the date that is the eighteen (18)-month anniversary of the date of this Agreement: (i) an amount equivalent to twenty-four (24) months of the Executive’s annual Base Salary; and (ii) An amount equivalent to twice the Annual Bonus received by the Executive for the last completed fiscal year prior to the termination date. (iii) An amount equivalent to twelve (12) months of the cost of the benefits which were in force at the time of termination of the Executive’s employment, calculated on a yearly basis, excluding the car allowance and operating costs. However, Stock Options are expressly excluded from this provision and the Executive shall be treated, in this regard, in accordance with the terms of the Plan. (c) The Executive acknowledges that the said payments are fair and sufficient and, in consideration of the Corporation giving him such payments in the event of the termination of his employment without cause, the Employee's employment as a Termination Without CauseExecutive shall grant the Corporation and its directors, neither officers, employees, shareholders, representatives and agents, and the Employee nor the Employee's beneficiaries or estate will have directors, officers, employees, shareholders, representatives and agents of any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment affiliate of the Employee's base salary (as in effect immediately Corporation, a full and final release and discharge from any and all claims, past, present or future, that he has or may have, arising directly or indirectly from the termination of his employment, whether for prior to such termination) and notice of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided severance pay, damages in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, lieu thereof or for any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseother reason.

Termination Without Cause. Upon (i) Anything in this Agreement to the contrary notwithstanding, the Executive’s employment may be terminated by the Company without Cause as provided in this Section 8(d). A termination due to death or disability, as described in Section 8(a) or (b), above, or a termination for Cause, as described in Section 8(c), above, shall not be deemed a termination without Cause under this Section 8(d). For the avoidance of doubt, if a notice of non-renewal of this Agreement pursuant to Section 2 is issued by the Company and, within three (3) months thereafter, a written notice is issued (x) by the Company to the Executive of its intention to terminate the employment relationship with Executive at the end of the Term or (y) by the Executive to the Company of Executive’s intention to terminate the employment relationship with the Company at the end of the Term, the termination of the Employee's Executive’s employment at the end of the Term shall be considered a termination by the Company without Cause hereunder. (ii) In the event the Executive’s employment is terminated by the Company without Cause (x) prior to a Change in Control or (y) following the Post-Change Period (as a Termination Without hereinafter defined), the Executive shall be entitled to: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment without Cause, neither through the Employee nor date on which termination without Cause occurs, to be paid in accordance with the Employee's beneficiaries Company’s regular payroll practices, (B) provided the Executive executes on or estate will have any further rights before the date that is the later of (x) 90 days following the date of his termination of employment or (y) the last day of the Executive’s taxable year in which the termination of employment occurs, a general release of employment liability claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for its affiliates in Section 10(a) hereof, (ii) severance payments in substantially the form of semi-monthly payment Exhibit C attached hereto, and does not revoke such release prior to the end of the Employee's base salary seven day statutory revocation period, a cash lump sum payment made within 60 days after such statutory revocation period equal to (as x) two times the Executive’s annual Base Salary, at the annual rate in effect in accordance with Section 4, above, immediately prior to such terminationtermination and (y) and one times the higher of the Protargeted annual bonus for the year of such termination, if any, or the average of the Executive’s annual bonus payable by the Company or its subsidiaries for the three years immediately preceding the year of termination (or such shorter period during which the Executive has been employed by any of such entities), (C) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5 above, to be paid at the time such bonus would otherwise be due under Section 5 above and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above, (D) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities or other long-Rata Bonus Amount term cash incentives, held by the Executive, determined in accordance with the terms thereof, (as defined belowE) for a period of 12 twenty-four months following the effective date of such termination, and (iii) continuation termination of the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits coverage to which if provided under the Employee is entitled applicable plans) for the Executive (and the Executive’s dependents, if any) under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to Company’s medical benefit plans upon substantially the same terms and conditions (includingincluding cost of coverage to the Executive) as is then in existence for other executives during the coverage period; provided, without limitationthat, any applicable coif the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-pay obligations tax basis as if continued participation had been permitted; provided, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (F) the vested accrued benefits, if any, under the employee benefit programs of the EmployeeCompany, but excluding as provided in Section 6 above, determined in accordance with the applicable terms and provisions of such programs. (iii) In the event the Executive’s employment is terminated by (x) the Company without Cause within the twenty-four month period following a Change in Control (as defined in Exhibit A hereto) (the “Post-Change Period”) or (y) the Executive terminates his employment for “Good Reason” (as defined in Exhibit B hereto) during the Post-Change Period, the Executive shall be entitled to the following, paid in the case of amounts set forth in (A), (B), (C), (D) and where applicable, (G) below within 60 days after termination of employment: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment, through the date on which termination occurs, (B) a cash lump sum payment equal to two times the Executive’s annual Base Salary, at the rate in effect in accordance with Section 4, above, or immediately prior to such termination or Change in Control, whichever is greater, (C) a cash lump sum payment equal to two times the higher of (i) the average annual bonus awarded to the Executive by the Company or its subsidiaries in the three years prior to the year in which the Change in Control occurs (or shorter period during which the Executive had been employed by any applicable tax consequences of such entities), or (ii) the Executive’s target annual bonus, if any, for the Employeeyear of such termination, (D) as a cash lump sum equal to (i) the higher of (x) the bonus actually awarded to the Executive by the Company for the year immediately preceding the year in effect from time which the Change in Control occurs or (y) the targeted amount of bonus, if any, that would have been awarded to time for officers the Executive in respect of the year in which the termination of employment occurs, multiplied by (ii) a fraction, the numerator of which is the number of months or fraction thereof in which the Executive was employed by the Company in the year of termination of employment, and the denominator of which is 12, (E) options to purchase equity securities of the Company generally. For or other rights with respect to equity securities of the purposes Company held by the Executive shall immediately vest in full and shall continue to be exercisable for three years from the date of this Agreementtermination of employment, "Pro-Rata Bonus Amount" shall mean one-notwithstanding the Executive’s termination of employment, or the original full term of the option or other right, if shorter, (F) for a period of twenty-fourth (1/24th) four months following the termination of the greater Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive’s dependents, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of (a) the most recent annual cash bonus paid coverage to the Employee Executive) as is then in existence for other executives during the coverage period; provided, that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (G) full and immediate vesting as of the date of termination under the Company’s retirement plans that are not qualified under Code Section 401(a), and, with regard to those retirement plans that are qualified under Code Section 401(a) (other than those where any unvested benefit is paid through a plan that is not subject to Code Section 401(a), an economically equivalent benefit as if the unvested benefit under any plan qualified under Code Section 401(a) fully and immediately vested shall be paid in a cash lump sum to the Executive within 60 days after termination of employment. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled to the benefits described in (A)-(G) above, subject to the proviso below, if the Executive’s employment with the Company is terminated by the Company (other than for Cause) within one year prior to the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated or intended to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control; provided, however, that in such event, (x) the Executive shall be entitled to the benefits and payments provided under Section 8(d)(ii) in the form and at the times provided there under, and (y) the Executive shall also be entitled to the benefits and payments provided under Section 8(d)(iii) in the form and at the times provided under Section 8(d)(iii) payable on a Change in Control, but solely to the extent that the benefits and payments under Section 8(d)(iii) exceed the benefits and payments under Section 8(d)(ii). (iv) If, in situations where Section 8(d)(iii) does not apply, at any time during the term of the Executive’s employment hereunder, (x) duties are assigned to the Executive that constitute a material diminution in his terminationduties as described under Section 3 hereof, or (by) the average Company does not cure any other material breach by it of any provision of Sections 3 through 7, 14 and 17 of this Agreement within 30 calendar days following written notice of same by the Executive (which written notice must be given within 30 calendar days after such breach), the Executive shall have the right to terminate his employment within 30 calendar days of the three most recent annual cash bonuses paid Company’s failure to rescind such assignment or of such failure to cure a breach, as the Employee prior to case may be, in both cases in accordance with the date proviso below and such termination shall be deemed a termination by the Company without Cause under Section 8(d)(ii), above, provided, in the event of (x) or (y) above, the Executive shall have given the Company written notice of his termination. The rights decision within 30 calendar days of such occurrence and shall not, within 30 calendar days thereafter, have had the Employee and assignment of such duties rescinded or the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwisematerial breach cured.

Termination Without Cause. Upon If the termination of the EmployeeCorporation shall elect to terminate Officer's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately without "cause" prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment PeriodPeriod (including prior to the expiration of any extension period), whether by failure then: 2.4.1 The Corporation shall provide to Officer a Notice of Termination (as defined in Section 3.4.4) setting forth the reason for the termination of his employment, and Officer's employment shall be terminated as of the Compensation Committee date Officer receives the Notice of Termination; 2.4.2 The Corporation shall pay to extend Officer the following amounts: (i) To the extent not theretofore paid, Officer's base salary through the Date of Termination, at the rate in effect on the date the Notice of Termination was given, along with any earned but unpaid bonuses, in a lump sum in cash within 30 days after the Date of Termination (as defined in Section 3.4.4) ; and (ii) In the case of compensation previously deferred by Officer, all amounts of such compensation previously deferred and not yet paid by the Corporation, in a lump sum in cash within 30 days after the Date of Termination; and (iii) An amount equal to three (3) years of Officer's annual base salary, based upon Officer's base Salary as in effect on the date the Notice of Termination was given ("Base Salary Upon Termination"), payable on the Company's regular payroll dates over the six (6) year period commencing on the Date of Termination at the rate of 50% of Officer's Base Salary Upon Termination; and 2.4.3 The Corporation shall, promptly upon submission by Officer of supporting documentation, pay or otherwisereimburse to Officer all costs and expenses paid or incurred by Officer prior to the Date of Termination which would have been payable under Section 3.3.2; and 2.4.4 For a period of three (3) years from the Date of Termination, Officer and his family shall be permitted to continue to participate in all life, accidental death, disability, medical, dental and other insurance plans of the Corporation. If, despite the provisions of this Section 2.4, benefits shall not be available under any of such plans because Officer is no longer an employee of the Corporation, the Corporation itself shall, to the extent necessary, pay or provide for payment of such benefits to Officer and/or Officer's family, in each case at the time such payments would be payable pursuant to the terms of such plans. However, Officer shall not accrue any further benefits other than those required by law and will achieve vested status in any other benefits offered by the Corporation under this Agreement or any other benefit plan.

Termination Without Cause. Upon the termination of the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) Prior to a Change in Control, if the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee Employment Period is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of terminated by the Company generally. For other than pursuant to Section 12(a), 12(b) or 12(c), the purposes Company shall be in breach of this Agreement, "Pro-Rata Bonus Amount" and, in lieu of any other damages or recoveries, Executive shall mean one-twenty-fourth (1/24th) be entitled to continue to receive the Base Salary under Section 3 and benefits under Section 8 for the remainder of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, then-current initial or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration successive term of the Employment Period, whether by failure as the case may be, payable in accordance with the normal payroll and benefit program policies of the Compensation Committee Company. In addition, Executive shall be deemed to extend have been employed by the Company at all times during such term of the Employment Period for purposes of determining his entitlement to a bonus under the Corporate Senior Executive Bonus Plan, for purposes of determining his entitlement to any other bonus or incentive payments under Section 5 and Section 7 and for purposes of his options under Section 6. Notwithstanding the foregoing, in the event that such Company termination occurs within less than one-hundred eighty (180) days before the expiration of the then-current initial or successive term of the Employment Period, the references to the then-current initial or successive term of the Employment Period in the first two sentences of this Section 12(e)(i) shall be read as referring also to the next-succeeding successive term of the Employment Period following such termination. (ii) Subsequent to a Change in Control, if (A) the Employment Period is terminated by the Company other than pursuant to Section 12(a), 12(b) or 12(c), or (B) there shall have occurred a material reduction in Executive's compensation or employment-related benefits, a change in Executive's status as Chief Executive Officer of the Company, working conditions or management responsibilities or a material change in the business objectives or investment policies of the Company, and Executive voluntarily elects to immediately terminate the Employment Period by giving notice of termination within sixty (60) days after any such occurrence, or the last in a series of such occurrences, then in either such case Executive shall be entitled to receive, in lieu of the Base Salary, bonuses and other payments and benefits under this Agreement, and subject to the provisions of subparagraph (y) below, a lump-sum payment in cash equal to one hundred fifty percent (150%) of Executive's "base period or otherwiseincome" as determined under subparagraph (x) below. Such amount shall be paid to Executive within fifteen (15) days after the date of termination of the Employment Period.

Termination Without Cause. Upon the termination of the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) Anything in this Agreement to the payments and other rights contrary notwithstanding, the Executive's service may be terminated without Cause as provided for in this Section 8(d). A termination due to disability, as described in Section 10(a) hereof8(b), above, or a termination for Cause, as described in Section 8(c), above, shall not be deemed a termination without Cause under this Section 8(d). (ii) severance payments In the event the Executive's service is terminated without Cause (X) prior to a "Change in the form Control" of semi-monthly payment of the Employee's base salary Parent (as defined in Exhibit A hereto) or (y) following the first anniversary of a Change in Control, the Executive shall be entitled to: (A) the Base Fee as provided in Section 3, above, at the rate in effect in accordance with Section 3, above, immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) , payable in equal monthly installments for a period of 12 24 months following the effective date of such termination, (B) any annual bonus awarded but not yet paid under Section 4, above, (C) the rights under the Option as provided in Section 5, above, in accordance with the terms thereof except to the extent the Option has been transferred, (D) continued coverage under the employee benefit programs of the Company and Parent, or their equivalent, as provided in Section 6, above, in which the Executive was participating at the time of his termination of service for the period of Base Fee continuation; provided, however, that any such continued coverage shall be offset by comparable coverage provided to the Executive in connection with subsequent employment or other service and, to the extent the Company or Parent is unable to continue such coverage, the Company shall provide the Executive with economically equivalent benefits determined on an after-tax basis, and (E) other rights and benefits available to him under employee benefit programs of the Company and Parent, or their equivalent, as provided in Section 6, above, and under business expense reimbursement and fringe benefit programs as described in Section 7, above, determined in accordance with the applicable terms and provisions of such programs. (iii) continuation of In the medical benefits coverage to which event the Employee Executive's service hereunder is entitled under Section 5(c) hereof over terminated by the Company or Parent without Cause within the 12 month period following a Change in Control (the "POST-CHANGE PERIOD") or the Executive terminates his employment for "GOOD REASON" (as defined in Exhibit B hereto) during the Post-Change Period, the Executive shall be entitled to: (A) the Base Fee as provided in clause (ii) Section 3, above, with such coverage to be provided at the same level and subject rate in effect in accordance with Section 3, above, immediately prior to such termination, payable in equal monthly installments for a period of 24 months following the date of such termination, (B) an amount equal to two times the largest bonus awarded to the same terms and conditions Executive in the three-year period prior to the year in which a Change in Control occurs, paid in equal monthly installments for the period of Base Fee continuation, (including, without limitation, any applicable co-pay obligations C) an amount equal to the annual bonus that would have been awarded to the Executive in respect of the Employeeyear in which the Change in Control occurs, but excluding any applicable tax consequences for multiplied by a fraction, the Employeenumerator of which is the number of months or fraction thereof in which the Executive was employed by the Company and Parent in such year, and the denominator of which is 12, (D) the rights under the Option as provided in effect from time Section 5, above, in accordance with the terms thereof except to time for officers the extent the Option has been transferred, (E) continued coverage under the employee benefit programs of the Company generally. For and Parent, or their equivalent, as provided in Section 6, above, in which the purposes Executive was participating at the time of this Agreementhis termination of service for the period of Base Fee continuation; provided, "Pro-Rata Bonus Amount" however, that any such continued coverage shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid be offset by comparable coverage provided to the Employee prior Executive in connection with subsequent employment or other service and, to the date of his terminationextent the Company or Parent is unable to continue such coverage, the Company or Parent shall provide the Executive with economically equivalent benefits determined on an after-tax basis, and (bF) the average of the three most recent annual cash bonuses paid other rights and benefits available to the Employee prior to the date of his termination. The rights of the Employee and the obligations him under employee benefit programs of the Company or Parent, or their equivalent, as provided in Section 6, above, and under this business expense reimbursement and fringe benefit programs as described in Section 10(b7, above, determined in accordance with the applicable terms and provisions of such programs. (iv) shall remain in full force and effect notwithstanding If, at any time during the expiration term of the Employment PeriodExecutive's service hereunder, whether by failure the Executive fails to be elected (or re-elected, as appropriate) as Chairman of the Compensation Board and the Parent Board, or is otherwise removed from the Board and the Parent Board involuntarily, or fails to be appointed (or reappointed, as appropriate) to the Executive Committee of the Board and the Parent Board, the Executive shall have the right to extend terminate his service, and, if prior to a Change in Control, such period or otherwisetermination shall be deemed a termination by the Company and Parent without Cause under Section 8(d)(ii), above, or, if following a Change in Control, such termination shall be deemed a termination without Cause under Section 8(d)(iii), above, provided the Executive, in either case, shall have given the Company and Parent written notice of his decision and shall not within 10 business days thereafter have been reinstated to the relevant positions.

Termination Without Cause. Upon the termination of the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) Anything in this Agreement to the payments and other rights contrary notwithstanding, the Executive's employment may be terminated without Cause as provided for in this Section 9(d). A termination due to disability, as described in Section 10(a) hereof9(b), above, or a termination for Cause, as described in Section 9(c), above, shall not be deemed a termination without Cause under this Section 9(d). (ii) severance payments in In the form event the Executive's employment is terminated without Cause (x) prior to a "CHANGE IN CONTROL" of semi-monthly payment of the Employee's base salary Parent (as defined in Exhibit A hereto) or (y) following the first anniversary of a Change of Control, the Executive shall be entitled to: (A) Base Salary as provided in Section 4, above, at the rate in effect in accordance with Section 4, above, immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) , payable in equal monthly installments for a period of 12 months following the effective date of such termination, (B) any annual bonus awarded but not yet paid under Section 5, above, (C) the rights under any Options as provided in Section 6, above, in accordance with the terms thereof, (D) continued coverage under the employee benefit programs of the Company and Parent, or their equivalent, as provided in Section 7, above, in which the Executive was participating at the time of his termination of employment for the period of salary continuation or, if longer, for the period provided in such programs; provided, however, that any such continued coverage shall be offset by comparable coverage provided to the Executive in connection with subsequent full-time employment and, to the extent the Company or Parent is unable to continue such coverage, the Company or Parent shall provide the Executive with economically equivalent benefits determined on an after-tax basis, and (E) any other rights and benefits available under employee benefit programs of the Company or Parent, or their equivalent, as provided in Section 7, above, and under the business expense reimbursement and fringe benefit programs as described in Section 8, above, determined in accordance with the applicable terms and provisions of such programs. (iii) continuation of In the medical benefits coverage to which event the Employee Executive's employment is entitled under Section 5(c) hereof over terminated by the Company without Cause within the 12 month period following a Change in Control (the "POST-CHANGE PERIOD"), or the Executive terminates his employment with the Company for "GOOD REASON" (as defined in Exhibit B hereto) during the Post-Change Period, the Executive shall be entitled to: (A) Base Salary as provided in clause (ii) Section 4, above, with such coverage to be provided at the same level and subject rate in effect in accordance with Section 4, above, immediately prior to such termination, payable in equal monthly installments for a period of 24 months following the date of such termination, (B) an amount equal to two times the largest annual bonus awarded to the same terms and conditions Executive in the three year period prior to the year in which a Change of Control occurs, paid in equal monthly installments for the period of Base Salary continuation, (including, without limitation, any applicable co-pay obligations C) an amount equal to the annual bonus that would have been awarded to Executive in respect of the Employeeyear in which the Change in Control occurs, but excluding multiplied by a fraction, the numerator of which is the number of months or fraction thereof in which the Executive was employed by the Company in such year, and the denominator of which is 12. (D) the rights under any applicable tax consequences for Options as provided in Section 6, above, in accordance with the Employeeterms thereof, (E) as in effect from time to time for officers continued coverage under the employee benefit programs of the Company generally. For or Parent, or their equivalent, as provided in Section 7, above, in which the purposes Executive was participating at the time of this Agreementhis termination of employment for the period of Base Salary continuation or, "Pro-Rata Bonus Amount" if longer, for the period provided in such programs; provided, however, that any such continued coverage shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid be offset by comparable coverage provided to the Employee prior Executive in connection with subsequent full-time employment and, to the date of his terminationextent the Company or Parent is unable to continue such coverage, the Company or Parent shall provide the Executive with economically equivalent benefits determined on an after-tax basis, and (bF) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The any other rights of the Employee and the obligations benefits available under employee benefit programs of the Company or Parent, or their equivalent, as provided in Section 7, above, and under this the business expense reimbursement and fringe benefit programs as described in Section 10(b8, above, determined in accordance with the applicable terms and provisions of such programs. (iv) shall remain in full force and effect notwithstanding If, at any time during the expiration term of the Employment PeriodExecutive's employment hereunder, whether the Executive fails to be appointed (or re-appointed, as appropriate) as resident Chief 13 -13- Underwriting Officer for the Company, the Executive shall have the right to terminate his employment and such termination, if prior to a Change in Control, shall be deemed a termination by failure the Company without Cause under Section 9(d)(ii), above, or, if following a Change in Control, shall be deemed a termination by the Company without Cause under Section 9(d)(ii), above, provided the Executive shall have given the Company written notice of his decision and shall not within 10 business days thereafter have been reinstated to the Compensation Committee to extend such period or otherwiserelevant position.

Termination Without Cause. Upon The Company may, without cause or reason, terminate at any time the Period of Employment and Executive's employment hereunder by providing Executive written notice of such termination ("Notice of Termination Without Cause"). A Non-Extension Notice by the Company shall be considered a termination without Cause. If Executive's employment is terminated without Cause, the termination shall take effect on the Termination Date. In the event of the termination of Executive's employment hereunder due to a termination by the EmployeeCompany without Cause (other than due to Executive's death or Permanent Disability): (i) Executive shall be entitled to receive: (1) an amount equal to 100% of the sum of (x) Executive's Base Salary then in effect as of the Termination Date and (y) the Target Bonus for the fiscal year in which Executive's employment is terminated (the "Severance Payment"); (2) a pro rata portion of the Target Bonus for the fiscal year in which Executive's employment is terminated, based on the number of entire months of such fiscal year that have elapsed through the date of Executive's termination of employment as a Termination Without Cause, neither fraction of twelve (12) (the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive "Pro Rata Bonus"); (i3) the payments Accrued Obligations; (4) the entirety of Executive's contributions and the Company's contributions to Executive's 401(k) plan account as if Executive were fully vested as of the Termination Date, and (5) all other rights provided for benefits under the welfare benefit and retirement plans contemplated by Sections 4(a) and 4(d) (the "Selected Benefits") until the earlier of (A) Executive's receipt of benefits substantially similar in Section 10(ascope and nature from another employer or (B) hereof, one year and one-half year after the Termination Date. (ii) severance payments in the form Executive shall be entitled to one hundred percent vesting of semi-monthly payment all of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions options (including, without limitation, any applicable co-pay obligations of the EmployeeExisting Options, but excluding any applicable tax consequences for the EmployeeInitial Options, and Future Options) as in effect from time to time for officers purchase common stock of the Company generally. For the purposes of this Agreement, ("Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24thCommon Stock") held by Executive as of the greater Termination Date (the "Options"). (iii) Company shall, upon the written request of Executive (athe "Executive Put Option") the most recent annual cash bonus paid be required to repurchase all shares of Common Stock acquired by Executive pursuant to the Employee prior exercise of stock options granted to and/or held by Executive as of the Termination Date (the "Executive Shares"). Executive may not exercise the Executive Put Option with respect to Executive Shares within the six-month period following the date Executive acquired such Executive Shares, and the Executive Put Option may not be exercised at any time after the Company becomes publicly traded. The repurchase price for each Executive Share shall be equal to the fair market value of a share of Common Stock ("Fair Market Value"), which Fair Market Value: (A) shall be determined as of the date of his termination, or (b) the average exercise of Executive Put Option by an independent appraiser chosen by the Company and Executive as follows: the Company shall identify three appraisers independent of the Company, and Executive shall select one from the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company identified; and (B) shall be determined without any minority, illiquidity or other discount. (iv) Amounts payable under this Section 10(b6(b) shall remain be payable as follows: (A) amounts payable under clause (i) shall be, or shall commence to be, paid within 30 days following the Termination Date either in full force and effect notwithstanding a single lump sum or in regular installments as a continuation of Executive's salary according to the expiration Company's customary payroll practices, as determined by the Executive in his sole discretion; provided however that any amounts representing accrued but unpaid Executive Base Salary, PTO an Unpaid Annual Bonus shall be paid on the Termination Date. (B) Amounts payable under clause (iii) that are attributable to the exercise of Initial Options and/or Future Options shall be paid by the Company in three annual lump sum installments as follows: (1) within 30 days after the Termination Date, one-third of the Employment Period, whether by failure payout; (2) on the first anniversary of the Compensation Committee Termination Date, one-third of the payout, with interest on the previously unpaid portion of the payout accrued from the Termination Date at the applicable federal rate; and (3) on the second anniversary of the Termination Date, the remaining one-third of the payout, with interest on such previously unpaid portion of the payout accrued from the first anniversary of the Termination Date at the applicable federal rate. Executive shall have no duty to extend such period mitigate damages and none of the payments provided in this Section 6(b) shall be reduced by any amounts earned or otherwisereceived by Executive from a third party at any time.

Termination Without Cause. Upon In the termination of the Employee's employment as event there is a Termination Without CauseCause of the Executive's employment, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive he shall be entitled to: (i) his Base Salary through the payments and other rights provided for in Section 10(a) hereof, date of termination of his employment; (ii) severance payments in a bonus equal to the form product of semi-monthly payment of the Employee's base salary (as A) his Base Salary in effect immediately prior on the date of termination of his employment prorated to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (B) the Bonus Percentage; (iii) continuation his Base Salary, at the rate in effect at termination of his employment, until the second anniversary of the medical benefits coverage to which end of the Employee is entitled initial Term of Employment under Section 5(c2(b) hereof over or, if later, until the 12 month period provided earlier of (A) 24 months following his termination of employment and (B) the Executive's 65th birthday; (iv) annual bonuses equal to his Base Salary in clause effect at termination of his employment multiplied by the Bonus Percentage, until the second anniversary of the end of the initial Term of Employment under Section 2(b) or, if later, until the earlier of (iiA) above24 months following his termination of employment and (B) the Executive's 65th birthday, with such coverage bonuses to be provided paid at the same level time annual bonuses are regularly paid by the Company to its senior management and subject prorated for any portion of the period which is less than a full calendar year; (v) any bonus earned or accrued but not yet paid under Section 4 or 5 above; (vi) any bonus or other compensation deferred under any plans and programs of the Company in accordance with such plans and programs; (vii) the pension, if any, provided in Section 7 above; (viii) continued vesting following termination of his employment in any awards of restricted stock made to the same terms Executive, until the second anniversary of the end of the initial Term of Employment under Section 2(b) or, if later, until the earlier of (A) 24 months following his termination of employment and conditions (B) the Executive's 65th birthday; (ix) continuation in all employee benefit plans or programs in which he was participating at the termination of his employment, including, without limitation, any applicable co-pay obligations continued accrual of benefits under the Plan and Excess Benefit Plan, until the second anniversary of the Employeeend of the initial Term of Employment under Section 2(b) or, if later, 24 months following his termination of employment, but excluding any applicable tax consequences for in no event beyond the Employeeearlier of (A) as the Executive's 65th birthday and (B) the date, if any, the Executive receives equivalent coverage and benefits under the plans and programs of a subsequent employer; and (x) other benefits in effect from time to time for officers accordance with the plans and programs of the Company. In the event that the Executive may not be continued in any employee benefit plan or program, as provided in (ix) above, he shall be provided with the after-tax economic equivalent thereof. Without limiting the foregoing, if the Executive may not be continued as a participant in the Plan, the Company generallyshall have the option to make equivalent contributions to the Excess Benefit Plan. In the event there is a Termination Without Cause of the Executive's employment, the Company shall, upon the Executive's written request furnished to the Company within 20 days following such Termination Without Cause, make a lump sum payment to the Executive in amount equal to the Spread on the Payment Date with respect to the relevant options in each option grant, multiplied in each case by the number of relevant options in each option grant. For the purpose of the immediately preceding sentence, "relevant options" means any options granted by the Company to the Executive to purchase its common stock that (i) are outstanding on the date of termination of his employment and remain unexercised on the Payment Date (whether or not such options expire by their terms prior to the Payment Date) and (ii) by their terms, were exercisable on the date of termination of his employment or which would have become exercisable if his employment had continued until the second anniversary of the end of the initial Term of Employment under Section 2(b) or, if later, until the earlier of (X) 24 months following his termination of employment or (Y) the Executive's 65th birthday. The Company shall make such payment on the Payment Date (or, if later, promptly following the Executive's request) and, as a condition to making such payment, the Executive agrees that all outstanding options granted to him with respect to which such payment is made shall thereupon be cancelled. In the event that the Executive does not request such payment, each option grant shall become fully exercisable as of the date of termination of employment and shall remain outstanding for the remainder of the originally scheduled term. For purposes of this AgreementSection 10(d), "Pro-Rata Bonus Amount" a Termination Without Cause of the Executive's employment shall mean be deemed to have occurred in the event the Company provides a notice pursuant to Section 2(b) that causes the initial Term of Employment not to be extended for at least two one-twentyyear periods (i.e., until at least June 30, 2001). In the event such a notice is given, the Executive will be entitled to the benefits set forth above as if the Termination Without Cause (and thus the termination of the Executive's employment) had occurred on the last day of the Term of Employment (i.e., on June 30, 1999 or 2000, as the case may be); provided, however, that if the initial Term of Employment is extended for one one-fourth year period (1/24thso that the Term of Employment ends on June 30, 2000), the references to "24 months" in clauses (iii)(A), (iv)(A), (viii)(A) and (ix)(A) of this Section 10(d), and in clause (ii)(X) of the greater of (a) the most recent annual cash bonus paid immediately preceding paragraph, shall be deemed to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwisebe "12 months" rather than "24 months."

Termination Without Cause. Upon The Employer may terminate the termination Employee’s employment, at any time without cause, by providing the Employee with: [●] months’ working notice, or, pay in lieu of working notice, or combination of the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments two in the form of semi-monthly payment salary continuance (as set out below), or some combination of the Employee's base salary two. Salary continuance for the working notice and/or pay in lieu of working notice shall consist of: (i) [●] months’ salary; (ii) [●] months’ short-term incentive payments calculated as the STI earned in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of previous 12 months following the effective date of such termination, and divided by 12; (iii) [●] months’ benefits continuation subject to insurance carrier approval and (iv) reimbursement for all eligible expenses that have been incurred by the Employee and remain owing as of the medical benefits coverage to which effective termination date. Should the Employee obtain re-employment of any time during the [●] month salary continuance period, the Employee is entitled under Section 5(crequired to notify the Employer immediately, and the salary continuance payments will cease on the earlier of the last day of the [●] month salary continuance period, or, the day on which the Employee’s new employment commences. Should the insurance carrier not agree to continue benefits for the full [●] months, then the Employer shall provide the Employee with the cash equivalent of maintaining such benefits for the outstanding portion of the [●] month period. In no instance will the Employee receive less than their minimum statutory entitlements, including to notice of termination pay, severance pay (if any) hereof over or benefits continuance, as provided for in the 12 month period provided in clause (ii) above, with such coverage to be provided at ESA. The Employee acknowledges that the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of amounts as set out in this Section 4.17(a) constitute the Employee’s entire entitlements on termination without cause (including with respect to notice of termination), but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to and that the Employee prior is not entitled to the date of his terminationany further amounts whether under contract, statute or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseat common law.

Termination Without Cause. Upon The Company may, without cause or reason, terminate at any time the Period of Employment and Executive's employment hereunder by providing Executive written notice of such termination ("Notice of Termination Without Cause"). A Non-Extension Notice by the Company shall be considered a termination without Cause. If Executive's employment is terminated without Cause, the termination shall take effect on the Termination Date. In the event of the termination of Executive's employment hereunder due to a termination by the EmployeeCompany without Cause (other than due to Executive's death or Permanent Disability): (i) Executive shall be entitled to receive: (1) an amount equal to 100% of the sum of (x) Executive's Base Salary then in effect as of the Termination Date and (y) the Target Bonus for the fiscal year in which Executive's employment is terminated (the "Severance Payment"); (2) a pro rata portion of the Target Bonus for the fiscal year in which Executive's employment is terminated, based on the number of entire months of such fiscal year that have elapsed through the date of Executive's termination of employment as a Termination Without Cause, neither fraction of twelve (12) (the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive "Pro Rata Bonus"); (i3) the payments Accrued Obligations; (4) the entirety of Executive's contributions and the Company's contributions to Executive's 401(k) plan account as if Executive were fully vested as of the Termination Date, and (5) all other rights provided for benefits under the welfare benefit and retirement plans contemplated by Sections 4(a) and 4(d) (the "Selected Benefits") until the earlier of (A) Executive's receipt of benefits substantially similar in Section 10(ascope and nature from another employer or (B) hereof, one year and one-half year after the Termination Date. (ii) severance payments in the form Executive shall be entitled to one hundred percent vesting of semi-monthly payment all of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions options (including, without limitation, any applicable co-pay obligations of the EmployeeExisting Options, but excluding any applicable tax consequences for the EmployeeInitial Options, and Future Options) as in effect from time to time for officers purchase common stock of the Company generally. For the purposes of this Agreement, ("Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24thCommon Stock") held by Executive as of the greater of Termination Date (athe "Options"). (iii) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company Amounts payable under this Section 10(b6(b) shall remain be payable as follows: (A) amounts payable under clause (i) shall be, or shall commence to be, paid within 30 days following the Termination Date either in full force a single lump sum or in regular installments as a continuation of Executive's salary according to the Company's customary payroll practices, as determined by the Executive in his sole discretion; provided however that any amounts representing accrued but unpaid Executive Base Salary, PTO an Unpaid Annual Bonus shall be paid on the Termination Date. Executive shall have no duty to mitigate damages and effect notwithstanding the expiration none of the Employment Period, whether payments provided in this Section 6(b) shall be reduced by failure of the Compensation Committee to extend such period any amounts earned or otherwisereceived by Executive from a third party at any time.

Termination Without Cause. Upon (i) Anything in this Agreement to the contrary notwithstanding, the Executive's employment may be terminated by the Company without Cause as provided in this Section 8(d). A termination due to death or disability, as described in Section 8(a) or (b), above, or a termination for Cause, as described in Section 8(c), above, shall not be deemed a termination without Cause under this Section 8(d). For the avoidance of doubt, if a notice of non-renewal of this Agreement pursuant to Section 2 is issued by the Company and, within six (6) months thereafter, a written notice is issued (x) by the Company to the Executive of its intention to terminate the employment relationship with Executive at the end of the term or (y) by the Executive to the Company of Executive's intention to terminate the employment relationship with the Company at the end of the term, the termination of the EmployeeExecutive's employment at the end of the term shall be considered a termination by the Company without Cause hereunder. (ii) in the event the Executive's employment is terminated by the Company without Cause (x) prior to a Change in Control (other than as a Termination Without provided in the last paragraph of Section 8(d)(iii), in which case the provisions of Section 8(d)(iii) shall apply in lieu of this Section 8(d)(ii)) or (y) following the Post-Change Period (as hereinafter defined), the Executive shall be entitled, subject to Section 25 hereof, to: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of her termination of employment without Cause, neither through the Employee nor date on which termination without Cause occurs, to be paid in accordance with the EmployeeCompany's beneficiaries or estate will have any further rights or regular payroll practices, (B) provided the Executive executes and does not revoke a general release of claims against the Company under this Agreement except and its affiliates in form and substance satisfactory to the right Company, a cash lump sum payment made within 30 days after termination of employment equal to receive (ix) two times the payments and other rights provided for in Section 10(a) hereofExecutive's annual Base Salary, (ii) severance payments in at the form of semi-monthly payment of the Employee's base salary (as annual rate in effect in accordance with Section 4, above, immediately prior to such terminationtermination and (y) and one times the higher of the Pro-Rata Bonus Amount targeted annual bonus for the year of such termination, if any, or the average of the Executive's annual bonus payable by the Company for the three years immediately preceding the year of termination (as defined belowor such shorter period during which the Executive has been employed by the Company), (C) any annual bonus awarded in accordance with the Company's bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above, (D) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (E) for a period of 12 twenty-four months following the effective date of such termination, and (iii) continuation termination of the Executive's employment, continued medical benefit plan coverage (including dental and vision benefits coverage to which if provided under the Employee is entitled applicable plans) for the Executive (and the Executive's dependents, if any) under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to Company's medical benefit plans upon substantially the same terms and conditions (includingincluding cost of coverage to the Executive) as is then in existence for other executives during the coverage period; PROVIDED, without limitationTHAT, any applicable coif the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-pay obligations tax basis as if continued participation had been permitted; PROVIDED, HOWEVER, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (F) the vested accrued benefits, if any, under the employee benefit programs of the EmployeeCompany, but excluding any as provided in Section 6 above, determined in accordance with the applicable tax consequences terms and provisions of such programs. (iii) In the event the Executive's employment is terminated by (x) the Company without Cause within the twenty-four month period following a Change in Control (as defined in Exhibit A hereto) (the "Post-Change Period") or (y) the Executive terminates her employment for "Good Reason" (as defined in Exhibit B hereto) during the Post-Change Period, the Executive shall be entitled to the following, paid in the case of amounts set forth in (A), (B), (C) and (D) below, subject to Section 25 hereof, within 30 days after termination of employment: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of her termination of employment, through the date on which termination occurs, (B) a cash lump sum payment equal to two times the Executive's annual Base Salary, at the rate in effect in accordance with Section 4, above, or immediately prior to such termination or Change in Control, whichever is greater, (C) a cash lump sum payment equal to two times the average annual bonus awarded to the Executive by the Company in the three years prior to the year in which the Change in Control occurs (or shorter period during which the Executive had been employed by the Company); PROVIDED such bonuses shall be at least equal to the targeted annual bonus, if any, for the Employeeyear of such termination, (D) as an amount equal to (i) the higher of (x) the bonus actually awarded to the Executive by the Company for the year immediately preceding the year in effect from time which the Change in Control occurs or (y) the targeted amount of bonus, if any, that would have been awarded to time for officers the Executive in respect of the year in which the termination of employment occurs, multiplied by (ii) a fraction, the numerator of which is the number of months or fraction thereof in which the Executive was employed by the Company in the year of termination of employment, and the denominator of which is 12, (E) options to purchase equity securities of the Company generally. For or other rights with respect to equity securities of the purposes Company held by the Executive shall immediately vest in full and shall continue to be exercisable for three years from the date of this Agreementtermination of employment, "Pro-Rata Bonus Amount" shall mean one-notwithstanding the Executive's termination of employment, or the original full term of the option or other right, if shorter, (F) for a period of twenty-fourth (1/24th) four months following the termination of the greater Executive's employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive's dependents, if any) under the Company's medical benefit plans upon substantially the same terms and conditions (including cost of (a) the most recent annual cash bonus paid coverage to the Employee Executive) as is then in existence for other executives during the coverage period; PROVIDED, THAT, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; PROVIDED, HOWEVER, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (G) full and immediate vesting under the Company's retirement plans as of the date of termination, to the extent permitted by applicable law; PROVIDED, HOWEVER, that if such full and immediate vesting cannot be provided under a retirement plan under applicable law, then economically equivalent benefits, determined on an after tax basis to the Executive, shall be provided through arrangements outside the applicable retirement plan. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled to the benefits described in (A)-(G) above, if the Executive's employment with the Company is terminated by the Company (other than for Cause) within one year prior to the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of his terminationa third party who has taken steps reasonably calculated or intended to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control; PROVIDED, HOWEVER, that in such event, amounts will be payable hereunder only following the Change in Control (and, subject to Section 25 hereof, within 10 days thereafter). (iv) If, in situations where Section 8(d)(iii) does not apply, at any time during the term of the Executive's employment hereunder, duties are assigned to the Executive that are materially inconsistent with her position, or the Company does not cure any material breach by it of any provision of Sections 4 through 7 of this Agreement within 30 calendar days following written notice of same by the Executive (b) which written notice must be given within 30 calendar days after such breach), the average Executive shall have the right to terminate her employment within 30 calendar days of the three most recent annual cash bonuses paid Company's failure to rescind such assignment in accordance with the Employee prior proviso below or of such failure to cure a breach, as the date of his termination. The rights of the Employee case may be, and the obligations of such termination shall be deemed a termination by the Company without Cause under this Section 10(b) 8(d)(ii), above, PROVIDED, in the case of assignment of inconsistent duties, the Executive shall remain in full force have given the Company written notice of her decision within 30 calendar days of such assignment and effect notwithstanding shall not, within 30 calendar days thereafter, have had the expiration assignment of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseinconsistent duties rescinded.

Termination Without Cause. Upon The Company may, with or without reason, terminate the Period of Employment and the Executive's employment hereunder without Cause at any time by providing the Executive written notice of such termination. If the Executive's employment is terminated without Cause, the termination shall take effect on the effective date (pursuant to Section 27) of written notice of such termination to the Executive. In the event of the termination of the EmployeePeriod of Employment and the Executive's employment as hereunder due to a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against termination by the Company under this Agreement except without Cause (other than due to the right to receive Executive's death or Disability), the Executive shall be entitled to: (i) a lump sum cash payment, payable within ten (10) business days after the payments date of termination of the Executive's employment, equal to the sum of (A) any accrued but unpaid Base Salary as of the date of such termination, (B) any earned but unpaid annual incentive bonus in respect of the most recently completed fiscal year preceding the date of such termination, and other rights provided (C) the amount of the Executive's annual incentive bonus for the Bonus Year containing the date of such termination, determined by the CEO and/or the COO in accordance with Section 10(a) hereof, 3.2 but pro-rated through the date of such termination; and (ii) severance payments such employee benefits described in Section 4.1 as the form of semi-monthly payment Executive or his estate may be entitled to hereunder or under the employee benefit plans, programs and arrangements of the EmployeeCompany; and (iii) a monthly severance payment payable in each of the twelve (12) months following the date of termination of the Executive's employment, the amount of each such payment to equal the Executive's monthly base salary (as in effect immediately prior to such termination. (iv) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such terminationcontinued participation, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding through the expiration of the Employment Periodthen current Period of Employment, whether by failure of the Compensation Committee Executive and each of his dependents in all employee welfare benefit plans, programs and arrangements in which they were participating as of the date of termination, on terms and conditions that are no less favorable than those that applied on such date and with COBRA benefits commencing thereafter; provided, -------- however, that the Company's obligation under this Section 6.2(iv) ------- shall be reduced to extend the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs and arrangements of a subsequent employer. To the extent such period participation is not permitted under the terms of a plan, program or otherwisearrangement as a result of the Executive's termination, the Company shall provide the Executive with the economic equivalent of the benefit involved. (i) if the termination occurs before the second (2nd) anniversary of the Effective Date, such stock options shall become vested in the aggregate as to seventy-five percent (75%) of the total number of shares subject thereto and the remaining portion of such options shall automatically terminate; and (ii) if the termination occurs on or after the second (2nd) anniversary of the Effective Date, such stock options shall become fully vested and immediately exercisable; in either case such options, to the extent vested, shall continue to be exercisable until the earlier of the expiration of the stated term of the option or 2 years after the date of the termination of the Executive's employment.

Termination Without Cause. Upon the termination of the EmployeeThe Company may terminate Executive's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount without Cause (as defined below) at any time during the Term upon thirty (30) days' written notice provided to Executive in accordance with Section 10 below, or in the Company's sole discretion, payment of Executive's Base Salary for such period in lieu of notice. If Executive's termination of employment is without Cause and is also a period "separation from service" (within the meaning of 12 months following Section 409A(a)(2)(A)(i) of the effective Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulation Section 1.409A-1(h)) ("Separation from Service"), the Company shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to Executive, (i) Executive's earned but unpaid Base Compensation accrued through the date of such terminationSeparation from Service (the "Termination Date"), (ii) accrued but unpaid vacation time through the Termination Date, (iii) reimbursement of any business expenses incurred by Executive prior to the Termination Date that are reimbursable under Section 7 above, (iv) any vested benefits and other amounts due to Executive under any plan, program or policy of the Company, and (iiiv) continuation any payment in lieu of notice of termination under this Section 8(a) (together, the "Accrued Obligations"). In addition, subject to Section 8(f) below and Executive's execution and non-revocation of a binding release in accordance with Section 8(g) below, in the event Executive experiences a Separation from Service due to a termination by the Company without Cause, the Company shall pay or provide to Executive (the "Severance"): (1) a lump-sum cash payment equal to the sum of (A) Executive's Base Compensation at the rate in effect as of the medical benefits coverage to Termination Date, plus (B) a pro rata portion of Executive's target annual bonus for the calendar year in which the Employee is entitled under Section 5(cTermination Date occurs, deteimined by multiplying the target annual bonus by a fraction, the numerator of which equals the lesser of (i) hereof over the 12 month period provided number of days elapsed in clause the calendar year of termination through the Termination Date and (ii) abovethe number of days elapsed from the Effective Date through the Termination Date and the denominator of which equals 365, with provided, however, that if a termination described in this Section 8(a) occurs within twenty-four months after the consummation of an Acquisition (as defined below), then the payment pursuant to this Section 8(a)(1) shall instead equal 200% of the sum of (A) Executive's Base Compensation at the rate in effect as of the Termination Date (disregarding any purported reduction of such Base Compensation), plus (B) the annual bonus amount paid to Executive during the twelve (12) months immediately preceding the Termination Date, or if an annual bonus was not paid to Executive during such period, Executive's target annual bonus for the calendar year in which the Termination Date occurs,and (2) at the Company's expense, continuation of group healthcare coverage for Executive and his legal dependents until the earlier of twelve months from the Termination Date or such time as Executive becomes eligible to receive medical benefits under another group health plan, provided that Executive properly elects continuation healthcare coverage under Section 4980B of the Code and the regulations thereunder; following such continuation period, any further continuation of such coverage under applicable law shall be at Executive's sole expense. Subject to Sections 8(1) and 8(g) below, the Severance amounts described in Section 8(a)(1) above shall be provided at paid to Executive no later than 15 calendar days following the same level and subject Termination Date, which payment schedule is intended to satisfy the same terms and conditions (including, without limitation, any applicable coshort-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generallydeferral exemption under Treasury Regulation Section 1.409A-1(b)(4). For the purposes avoidance of this Agreementdoubt, "Pro-Rata Bonus Amount" in no event shall mean one-twenty-fourth (1/24th) the Severance, if payable, be subject to offset in respect of any claims by the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseCompany.

Termination Without Cause. Upon If the Executive’s employment is terminated by the Company without Cause, the termination shall be effective on the thirtieth (30th) day following written notice of such termination to the Executive. In the event of such termination without Cause prior to a Change of Control (as defined in Section 8.1.1) or a Corporate Transaction (as defined in Section 8.1.2), then, subject to the Executive’s execution of a release and non-disparagement agreement in a form acceptable to the Company, the Executive shall be entitled to: (i) a lump sum cash payment, payable within ten (10) business days after the date of termination of the Employee's employment Executive’s employment, equal to the sum of (A) any accrued but unpaid Base Salary as a Termination Without Causeof the date of such termination, neither (B) any earned but unpaid portions of Annual Bonuses in respect of fiscal years completed prior to the Employee nor the Employee's beneficiaries or estate will have date of such termination, (C) any further rights or claims against the Company compensation deferred under any deferred compensation plan and (D) any unreimbursed business expenses due under Section 4.2.1 of this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, Agreement; (ii) a monthly severance payments payment payable in the form of semi-monthly payment each of the Employee's base salary twelve (as 12) months following the date of termination of the Executive’s employment in an amount equal to one-twelfth (1/12th) of the Executive’s annual Base Salary in effect immediately prior to such termination; (iii) and if the Executive elects to continue his medical coverage under COBRA, reimbursement by the Company of the Pro-Rata Bonus Amount (as defined below) such COBRA costs for a period of 12 up to eighteen (18) months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date termination of his terminationemployment; provided, or (b) however, that the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company Company’s obligation under this Section 10(b6.2(iii) shall remain in full force and effect notwithstanding be reduced to the expiration extent that comparable medical coverage is provided by a subsequent employer; (iv) partial acceleration of the Employment Period, whether by failure vesting of a portion of the Compensation Committee Executive’s outstanding stock options and other equity awards, and extension of time to extend exercise any vested stock options, as provided in Section 3.3.2; and (v) such period employee benefits described in Section 4.1 as the Executive or otherwisehis estate may be entitled to hereunder or under the employee benefit plans, programs and arrangements of the Company.

Termination Without Cause. Upon In the termination of the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately event that prior to such termination) and of the Pro-Rata Bonus Amount Post Term Period (as defined below) for a period of 12 months following the effective date of such termination), and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee Employer terminates Executive’s employment hereunder prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment PeriodTerm (other than for Cause, whether on account of Executive’s incapacity pursuant to Section 11, or on account of Executive’s death), Employer shall pay to Executive not later than two (2) weeks following such termination (in addition to any amounts payable pursuant to Section 10, the pro-rated Completion Bonus payable pursuant to Section 4.4 and any other amounts earned by failure Executive, but unpaid as of the Compensation Committee termination date, including any amounts set aside pursuant to extend such period the Plan), a one-time, lump sum cash payment equal to the present cash value of all unpaid compensation and Shares payable or otherwiseowing to Executive for the remainder of the Term pursuant to Sections 3, 4 and 6.2 (except the Options described in Section 4.3, which compensation shall not be included in the calculation of the lump sum payment). For purposes of calculating the lump sum payment described in the immediately preceding sentence, the annual incentive compensation payable pursuant to Section 4.1 shall be determined to be Two Hundred Fifty-Three Thousand Dollars ($253,000) for each applicable Contract Year or portion thereof remaining in the Term. In addition, Executive shall also be granted with respect to each Contract Year remaining in the Term, at the time and in the manner specified in Section 4.3, any Option to which he would be entitled pursuant to Section 4.3 during the Term (absent termination of his employment pursuant to this Section 9.4) which Option shall be subject to the terms and conditions provided in Section 4.3. In addition, subject to the terms and conditions of Section 10, upon Executive’s termination of employment pursuant to this Section 9.4, Executive shall be entitled upon written notice to Employer to elect to continue his employment with Employer as a part-time employee during the Post Term Period.

Termination Without Cause. Upon 30 days prior written notice to Employee, Employer may terminate this Agreement for any reason other than a reason set forth in sections (a), (b) or (c) of this Paragraph 6. If, during the Agreement Term, Employer terminates the employment of Employee hereunder, and he is considered to have a “separation from service” as defined in Section 1.409A-1(h) of the Treasury Regulations, for any reason other than a reason set forth in sections (a), (b) or (c) of this Paragraph 6, Employee shall be entitled to: (1) receive accrued Base Salary through the date of the termination of the Employee's employment as a Termination Without Causehis employment, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for employee benefits to which Employee is entitled upon his termination of employment with Employer, in Section 10(a) hereof, (ii) severance payments in accordance with the form of semi-monthly payment terms of the applicable plans and programs; (2) subject to Employee's base salary (as in effect immediately ’s execution and delivery prior to such termination) and of the Pro-Rata Bonus Amount Release Deadline (as defined below) for of a period general release in a form and of 12 months following the effective date a substance satisfactory to Employer, a one time lump sum severance payment equal to 2 times his Base Salary as of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) Employee’s termination for the average remaining term of the three most recent annual cash bonuses Agreement up to a maximum of 24 months of Base Salary, which shall be paid within 14 days of the later of the delivery of such general release to Employer or the Employee prior to date on which such general release becomes irrevocable; and (3) payment of Employee’s premiums for continued coverage under Employer’s group health plan for twelve (12) months beginning the first day of the month following the date of his termination, if Employee elects, and to the extent Employee is and remains eligible for, such continued coverage under COBRA. The rights For purposes hereof, the “Release Deadline” means the deadline prescribed by Employer for the execution of the Employee and general release described in section (d)(2) of this Paragraph 6, which deadline shall in no event be later than 60 days following the obligations of date the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseEmployee’s employment terminates.

Termination Without Cause. Upon the termination of the 30 days prior written notice to Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under Employer may terminate this Agreement except for any reason other than a reason set forth in sections (a), (b) or (c) of this Section 6. If, prior to September 1, 2004, Employer terminates the right employment of Employee hereunder for any reason other than a reason set forth in subsections (a), (b) or (c) of this Section 6 and provided that, subject to subsection (g) below, Employee and Employer both execute the release agreement in the form attached hereto as Exhibit B (the “Release Agreement”): (i) Employee shall be entitled to receive (i) accrued Base Salary through the payments and other rights provided for in Section 10(a) hereofTermination Date, (ii) severance payments other employee benefits to which Employee is then entitled, in accordance with the form of semi-monthly payment terms of the Employee's base salary (as in effect immediately prior to such termination) plans and programs of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, Employer; and (iii) continuation the bonus and award vesting specified in Section 3(b) and Section 3(c) of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause this Agreement; and (ii) abovea one time cash lump sum severance payment equal to 24 months of his Base Salary, with such coverage to be as defined herein, as of Termination Date. If, on or after September 1, 2004, Employer terminates the employment of Employee hereunder for any reason other than a reason set forth in subsections (a), (b) or (c) of this Section 6, and provided at the same level and that, subject to subsection (g) below, Employee and Employer both execute the same Release Agreement, then Employee shall be entitled to receive (i) accrued Base Salary through the Termination Date, and (ii) other employee benefits to which Employee is then entitled, in accordance with the terms and conditions (including, without limitation, any applicable co-pay obligations of the Employeeplans and programs of Employer. If Employer terminates the employment of Employee pursuant to this Section 6(d), but excluding any applicable tax consequences for Employee shall also be entitled to the Employeebonus and award vesting specified in Section 3(b) as in effect from time to time for officers of the Company generally. For the purposes and Section 3(c) of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise.

Termination Without Cause. Upon (i) Anything in this Agreement to the contrary notwithstanding, the Executive’s employment may be terminated by the Company without Cause as provided in this Section 8(d). A termination due to death or disability, as described in Section 8(a) or (b), above, or a termination for Cause, as described in Section 8(c), above, shall not be deemed a termination without Cause under this Section 8(d). For the avoidance of doubt, if a notice of non-renewal of this Agreement pursuant to Section 2 is issued by the Company and, within six (6) months thereafter, a written notice is issued (x) by the Company to the Executive of its intention to terminate the employment relationship with Executive at the end of the Term or (y) by the Executive to the Company of Executive’s intention to terminate the employment relationship with the Company at the end of the Term, the termination of the Employee's Executive’s employment at the end of the Term shall be considered a termination by the Company without Cause hereunder. (ii) In the event the Executive’s employment is terminated by the Company without Cause (x) prior to a Change in Control or (y) following the Post-Change Period (as a Termination Without hereinafter defined), the Executive shall be entitled to: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment without Cause, neither through the Employee nor date on which termination without Cause occurs, to be paid in accordance with the Employee's beneficiaries Company’s regular payroll practices, (B) provided the Executive executes, on or estate will have any further rights or before the date that is fifty (50) days following the date of his termination of employment, a general release of employment liability claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for its Affiliates in Section 10(a) hereof, (ii) severance payments in substantially the form of semi-monthly payment Exhibit C attached hereto and does not revoke such release prior to the end of the Employee's base salary seven day statutory revocation period, a cash lump sum payment made within sixty (as 60) days after termination of employment equal to (x) two times the Executive’s annual Base Salary, at the annual rate in effect in accordance with Section 4, above, immediately prior to such terminationtermination and (y) and one times the higher of the Pro-Rata Bonus Amount targeted annual bonus for the year of such termination, if any, or the average of the Executive’s annual bonus payable by the Company or its subsidiaries for the three years immediately preceding the year of termination (as defined belowor such shorter period during which the Executive has been employed by any of such entities), (C) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5 above, to be paid at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7 above, (D) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive, determined in accordance with the terms thereof, (E) for a period of 12 twenty-four months following the effective date of such termination, and (iii) continuation termination of the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits coverage to which if provided under the Employee is entitled applicable plans) for the Executive (and the Executive’s dependents, if any) under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to Company’s medical benefit plans upon substantially the same terms and conditions (includingincluding cost of coverage to the Executive) as is then in existence for other executives during the coverage period; provided, without limitationthat, any applicable coif the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substan- tially the same after-pay obligations tax basis as if continued participation had been permitted; provided, however, that, in the event the Executive becomes reem ployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (F) the vested accrued benefits, if any, under the employee benefit programs of the EmployeeCompany, but excluding as provided in Section 6 above, determined in accordance with the applicable terms and provisions of such programs. (iii) In the event the Executive’s employment is terminated by (x) the Company without Cause within the twenty-four month period following a Change in Control (as defined in Exhibit A hereto) (the “Post-Change Period”) or (y) the Executive terminates his employment for “Good Reason” (as defined in Exhibit B hereto) during the Post-Change Period, the Executive shall be entitled to the following, paid in the case of amounts set forth in (B), (C) (D), and where applicable, (G) below within 60 days after termination of employment: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment, through the date on which termination occurs, to be paid in accordance with the Company’s regular payroll practices, (B) a cash lump sum payment equal to two times the Executive’s annual Base Salary, at the rate in effect in accordance with Section 4, above, or immediately prior to such termination or Change in Control, whichever is greater, (C) a cash lump sum payment equal to two times the higher of (i) the average annual bonus awarded to the Executive by the Company or its subsidiaries in the three years prior to the year in which the Change in Control occurs (or shorter period during which the Executive had been employed by any applicable tax consequences of such entities) or (ii) the Executive’s target annual bonus for the Employeeyear of termination, (D) as a cash lump sum payment equal to (i) the higher of (x) the bonus actually awarded to the Executive by the Company for the year immediately preceding the year in effect from time which the Change in Control occurs or (y) the targeted amount of bonus that would have been awarded to time for officers the Executive in respect of the year in which the termination of employment occurs, multiplied by (ii) a fraction, the numerator of which is the number of months or fraction thereof in which the Executive was employed by the Company in the year of termination of employment, and the denominator of which is 12, (E) options to purchase equity securities of the Company generally. For or other rights with respect to equity securities of the purposes Company held by the Executive shall immediately vest in full and shall continue to be exercisable for three years from the date of this Agreementtermination of employment, "Pro-Rata Bonus Amount" shall mean one-notwithstanding the Executive’s termination of employment, or the original full term of the option or other right, if shorter, (F) for a period of twenty-fourth (1/24th) four months following the termination of the greater Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive’s dependents, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of (a) the most recent annual cash bonus paid coverage to the Employee Executive) as is then in existence for other executives during the coverage period; provided, that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (G) full and immediate vesting as of the date of termination under the Company’s retirement plans that are not qualified under Code Section 401(a), and, with regard to those retirement plans that are qualified under Code Section 401(a) (other than those where any unvested benefit is paid through a plan that is not subject to Code Section 401(a)), an economically equivalent benefit as if the unvested benefit under any plan qualified under Code Section 401(a) fully and immediately vested shall be paid in a cash lump sum to the Executive within sixty (60) days after termination of employment. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled to the benefits described in (A)-(G) above, subject to the proviso below, if the Executive’s employment with the Company is terminated by the Company (other than for Cause) within one year prior to the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated or intended to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control; provided, however, that in such event, (x) the Executive shall be entitled to the benefits and payments provided under Section 8(d)(ii) in the form and at the times provided thereunder, and (y) the Executive shall also be entitled to the benefits and payments provided under Section 8(d)(iii) in the form and at the times provided under Section 8(d)(iii) payable on a Change in Control, but solely to the extent that the benefits and payments under Section 8(d)(iii) exceed the benefits and payments under Section 8(d)(ii). (iv) If, in situations where Section 8(d)(iii) does not apply, at any time during the term of the Executive’s employment hereunder, (x) duties are assigned to the Executive that constitute a material diminution in his terminationduties as described under Section 3 hereof, or (by) the average Company does not cure any other material breach by it of any provision of Sections 3 through 7, 14 and 17 of this Agreement within 30 calendar days following written notice of same by the Executive (which written notice must be given within 30 calendar days after such breach), the Executive shall have the right to terminate his employment within 30 calendar days of the three most recent annual cash bonuses paid Company’s failure to rescind such assignment or of such failure to cure a breach, as the Employee prior to case may be, in both cases in accordance with the date proviso below and such termination shall be deemed a termination by the Company without Cause under Section 8(d)(ii), above, provided, in the event of (x) or (y) above, the Executive shall have given the Company written notice of his termination. The rights decision within 30 calendar days of such occurrence and shall not, within 30 calendar days thereafter, have had the Employee and assignment of such duties rescinded or the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwisematerial breach cured.

Termination Without Cause. Upon the termination of the Employee's Executive’s employment as hereunder pursuant to a Termination Without Cause, neither the Employee Executive nor the Employee's his beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive receive: (i) the payments payment and other rights provided for in Section 10(a6(a) hereof, ; (ii) severance payments in the form of semi-monthly payment of the Employee's Executive’s then-current base salary for a period of twelve (as in effect immediately prior to 12) months following the effective date of such termination; (iii) and monthly payments of the Pro-Rata Bonus Amount (as defined below) for a period of 12 twelve (12) months following the effective date of such termination, ; and (iiiiv) continuation of the medical health care benefits coverage to which the Employee Executive is entitled under Section 5(c4(c) hereof over the 12 twelve (12) month period provided described in clause (iiiii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employeeobligations, but excluding any applicable tax consequences for the EmployeeExecutive) as in effect from time to time for officers of the Company generallygenerally during such period. For the purposes of this Agreement, "“Pro-Rata Bonus Amount" ” shall mean one-twenty-fourth one twelfth (1/24th1/12) of (x) the portion of the Executive’s annual bonus, as determined by the Compensation Committee, applicable to that portion of the year arising prior to termination of this Agreement in the year in which such Termination Without Cause occurs, plus the greater of (ay) the most recent annual cash bonus paid to the Employee Executive prior to the date of his termination, termination or (bz) the average of the three most recent annual cash bonuses paid to the Employee Executive prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise.

Termination Without Cause. Upon In the termination of event that the EmployeeCompany terminates the Executive for any reason other than as provided under Section 11(a), 11(b), 11(c) or 11(d), then the Executive's employment as a Termination Without Causeshall terminate upon thirty (30) days' written notice to the Executive and, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right shall be obligated to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject pay to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the EmployeeExecutive Base Salary earned, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus not yet paid to the Employee Executive, prior to the date of his terminationsuch termination in accordance with Section 3(a), or (b) and reimburse the average of Executive for any accrued vacation and unpaid expenses incurred by the three most recent annual cash bonuses paid to the Employee prior to Executive through the date of termination in accordance with Section 5, and any Accrued Bonus Payments. In addition, subject to the provisions of Section 11(i) hereof and the Executive's compliance (and continued compliance) with the provisions of Sections 7, 8 and 9 hereof, (i) the Company shall pay to the Executive a severance payment equal to twelve (12) months salary at the Base Salary then in effect, payable in twelve (12) equal monthly installments and (ii) for such twelve (12) month period, the Executive shall be entitled to continue to receive his then current health, life and disability insurance benefits or, in the case of health insurance benefits, payment by the Company of applicable "COBRA" payments (collectively (i) and (ii) are called the "Severance Payments"). The Severance Payments shall commence no earlier than seven (7) working days after the Company receives the executed release and resignations required under Section 11(i) and no later than 60 days after the date of the Executive's termination, the exact payment date to be determined by the Company in its sole discretion, provided that the Executive timely executes and returns the release and does not subsequently revoke such execution. In no event shall any Severance Payments hereunder be made to the Executive later than December 31 of the second calendar year following his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise."

Termination Without Cause. Upon The Company may terminate the Executive’s employment for any reason upon fourteen (14) days prior written notice to the Executive. If the Executive’s employment is involuntarily terminated by the Company for any reason other than the reasons set forth in paragraphs (a), (b) or (c) of this Section 14, the Executive will be entitled to the following payments and benefits: i. Any Base Salary that is accrued but unpaid, the value of any vacation that is accrued but unused (determined by dividing Base Salary by 365 and multiplying such amount by the number of unused vacation days), and any business expenses that are unreimbursed — all as of the date of termination of employment and all payments due under this Section 14(d)(i) shall be made within thirty (30) days after the date of the Executive’s termination of employment; ii. Any rights and benefits (if any) provided under plans and programs of the Company in which the Executive was participating at the time of the termination of his employment, determined in accordance with the Employee's employment as a Termination Without Causeapplicable terms and provisions of such plans and programs; iii. Any prior year earned, neither but unpaid Bonus, which shall be paid in accordance with the Employee nor terms and provisions of the Employee's beneficiaries applicable plan or estate will have any further rights or claims against program at the Company under this Agreement except the right to receive later of (iA) the same time that payments for that fiscal year would be made to other participants, or (B) within sixty (60) days following the Executive’s Separation from Service; iv. Continuation of the Executive’s Base Salary, as in effect on the date of his Separation from Service, for a period of twenty-four (24) months commencing within sixty (60) days following the date of his Separation from Service; provided, that these payments will be made in equal monthly payments over such twenty-four (24) month period and other rights each installment payment provided for in this Section 10(a14(d)(iv) hereof, (ii) severance payments in is a separate “payment” within the form meaning of semiTreasury Regulation section 1.409A-2(b)(2)(i); v. An amount equal to the pro-monthly payment rated Bonus for the then-current fiscal year based on the achievement of the Employee's base salary applicable performance goals for such fiscal year (without pro-ration of such performance goals) and as approved by the Compensation Committee, which shall be pro-rated based on the number of calendar days the Executive was employed during the fiscal year and paid at the later of (A) the same time payments for that fiscal year are made to other participants or (B) within sixty (60) days following the date of the Executive’s Separation from Service; vi. The payment by the Company directly to the carrier for the cost of premiums, and related administrative fees, for group health (medical, dental and/or vision) continuation coverage for the Executive and the Executive’s eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), as amended from time to time for the same level of benefits as in effect immediately prior to such termination) the Executive’s termination of employment, which shall commence on the date that the Executive Separates from Service and of the Pro-Rata Bonus Amount (as defined below) continue for a period equal to the lesser of 12 (A) twenty-four (24) months, or (B) the date the Executive and the Executive’s eligible dependents are no longer eligible to receive continuation coverage pursuant to COBRA (the “COBRA Coverage”). In order to receive the COBRA Coverage, the Executive must timely elect COBRA Coverage within the required time period; and vii. The payment by the Company for all Company-sponsored life insurance programs in which the Executive was participating or covered immediately before termination for twenty-four (24) months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseSeparation from Service.

Termination Without Cause. Upon (i) Anything in this Agreement to the contrary notwithstanding, the Executive’s employment may be terminated by the Company without Cause as provided in this Section 8(d). A termination due to death or disability, as described in Section 8(a) or (b), above, or a termination for Cause, as described in Section 8(c), above, shall not be deemed a termination without Cause under this Section 8(d). For the avoidance of doubt, if a notice of non-renewal of this Agreement pursuant to Section 2 is issued by the Company and, within six (6) months thereafter, a written notice is issued (x) by the Company to the Executive of its intention to terminate the employment relationship with Executive at the end of the Term or (y) by the Executive to the Company of Executive’s intention to terminate the employment relationship with the Company at the end of the Term, the termination of the Employee's Executive’s employment at the end of the Term shall be considered a termination by the Company without Cause hereunder. (ii) In the event the Executive’s employment is terminated by the Company without Cause (x) prior to a Change in Control (other than as a Termination Without provided in the last paragraph of Section 8(d)(iii), in which case the provisions of Section 8(d)(iii) shall apply in lieu of this Section 8(d)(ii)) or (y) following the Post-Change Period (as hereinafter defined), the Executive shall be entitled to: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment without Cause, neither through the Employee nor date on which termination without Cause occurs, to be paid in accordance with the Employee's beneficiaries or estate will have any further rights or Company’s regular payroll practices, (B) provided the Executive executes and does not revoke a reasonable general release of employment liability claims against the Company under this Agreement except and its affiliates in form and substance satisfactory to the right Company, a cash lump sum payment made within 30 days after termination of employment equal to receive (ix) two times the payments and other rights provided for in Section 10(a) hereofExecutive’s annual Base Salary, (ii) severance payments in at the form of semi-monthly payment of the Employee's base salary (as annual rate in effect in accordance with Section 4, above, immediately prior to such terminationtermination and (y) and one times the higher of the Protargeted annual bonus for the year of such termination, if any, or the average of the Executive’s annual bonus payable by the Company or its subsidiaries for the three years immediately preceding the year of termination (or such shorter period during which the Executive has been employed by any of such entities), (C) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7(a) above, (D) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive, or rights to any cash-Rata Bonus Amount based long term incentives, determined in accordance with the terms thereof or the applicable plan, (as defined belowE) for a period of 12 twenty-four months following the effective date of such termination, and (iii) continuation termination of the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits coverage to which if provided under the Employee is entitled applicable plans) for the Executive (and the Executive’s immediate family members, if any) under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to Company’s medical benefit plans upon substantially the same terms and conditions (includingincluding cost of coverage to the Executive) as is then in existence for other senior executives during the coverage period; provided, without limitationthat, any applicable coif the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-pay obligations tax basis as if continued participation had been permitted; provided, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (F) the vested accrued benefits, if any, under the employee benefit programs of the EmployeeCompany, but excluding as provided in Section 6 above, determined in accordance with the applicable terms and provisions of such programs. (iii) In the event the Executive’s employment is terminated by (x) the Company without Cause within the twenty-four month period following a Change in Control (as defined in Exhibit A hereto) (the “Post-Change Period”) or (y) the Executive terminates his employment for “Good Reason” (as defined in Exhibit B hereto) during the Post-Change Period, the Executive shall be entitled to the following, paid in the case of amounts set forth in (A), (B), (C) and (D) below within 30 days after termination of employment: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment, through the date on which termination occurs, (B) a cash lump sum payment equal to two times the Executive’s annual Base Salary, at the rate in effect in accordance with Section 4, above, or immediately prior to such termination or Change in Control, whichever is greater, (C) a cash lump sum payment equal to two times the higher of (i) the average annual bonus awarded to the Executive by the Company or its subsidiaries in the three years prior to the year in which the Change in Control occurs (or shorter period during which the Executive had been employed by any applicable tax consequences of such entities), or (ii) the Executive’s target annual bonus, if any, for the Employeeyear of such termination, (D) as an amount equal to (i) the higher of (x) the bonus actually awarded to the Executive by the Company for the year immediately preceding the year in effect from time which the Change in Control occurs or (y) the targeted amount of bonus, if any, that would have been awarded to time for officers the Executive in respect of the year in which the termination of employment occurs, multiplied by (ii) a fraction, the numerator of which is the number of months or fraction thereof in which the Executive was employed by the Company in the year of termination of employment, and the denominator of which is 12, (E) options to purchase equity securities of the Company generally. For or other rights with respect to equity securities of the purposes Company held by the Executive shall immediately vest in full and shall continue to be exercisable for three years from the date of this Agreementtermination of employment, "Pronotwithstanding the Executive’s termination of employment, or the original full term of the option or other right, if shorter, and cash-Rata Bonus Amount" shall mean one-based long term incentives in accordance with the terms of the applicable plan, (F) for a period of twenty-fourth (1/24th) four months following the termination of the greater Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive’s immediate family members, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of (a) the most recent annual cash bonus paid coverage to the Employee Executive) as is then in existence for other senior executives during the coverage period; provided, that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (G) full and immediate vesting under the Company’s retirement plans as of the date of termination, to the extent permitted by applicable law; provided, however, that if such full and immediate vesting cannot be provided under a retirement plan under applicable law, then economically equivalent benefits shall be provided through arrangements outside the applicable retirement plan. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled to the benefits described in (A)-(G) above, if the Executive’s employment with the Company is terminated by the Company (other than for Cause) within one year prior to the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated or intended to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control; provided, however, that in such event, amounts will be payable hereunder only following the Change in Control (and within 10 days thereafter). (iv) If, in situations where Section 8(d)(iii) does not apply, at any time during the term of the Executive’s employment hereunder, duties are assigned to the Executive that are materially inconsistent with his position, or the Company does not cure any other material breach by it of any provision of Sections 3 through 7, 14 and 17 of this Agreement within 30 calendar days following written notice of same by the Executive (which written notice must be given within 30 calendar days after such breach), the Executive shall have the right to terminate his employment within 30 calendar days of the Company’s failure to rescind such assignment in accordance with the proviso below or of such failure to cure a breach, as the case may be, and such termination shall be deemed a termination by the Company without Cause under Section 8(d)(ii), above, provided, in the case of assignment of inconsistent duties, the Executive shall have given the Company written notice of his terminationdecision within 30 calendar days of such assignment and shall not, or (b) within 30 calendar days thereafter, have had the average assignment of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseinconsistent duties rescinded.

Termination Without Cause. Upon The Company may, with or without reason, terminate the Period of Employment and Executive’s employment hereunder without Cause at any time, by providing Executive written notice of such termination. In the event of the termination of the Employee's Period of Employment and Executive’s employment as hereunder due to a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against termination by the Company under this Agreement except the right without Cause (other than due to receive Executive’s death or Permanent Disability), then Executive shall be entitled to receive: (i) a lump sum cash payment, payable within fifteen (15) calendar days (or earlier, if required by applicable law) after termination of Executive’s employment, equal to the payments sum of (A) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder (including any accrued but unpaid personal time off) and other rights provided for in Section 10(a(B) hereofthe Earned/Unpaid Annual Bonus, if any; (ii) severance payments a lump sum cash payment, payable within sixty (60) calendar days after termination of Executive’s employment, in an amount equal to one and one-half (1.5) times the form sum of semi-monthly payment (A) Executive’s annual rate of the Employee's base salary Base Salary (as in effect immediately prior to such terminationtermination of employment) and (B) Executive’s target annual incentive under the applicable annual incentive program under Section 4(b) for the year in which such termination occurs; provided, however, that if Executive’s employment is terminated without Cause within sixty (60) days prior to, upon or within twenty-four (24) months following the occurrence of an event described in Section 7.2 of the ProCompany’s 2020 Performance Incentive Plan (the “Change in Control Event”), then the multiple referenced in this Section 7(b)(ii) shall increase to two (2) times (with any additional amount payable as a result of such change in the multiple to be paid within sixty (60) calendar days following the later of the termination of Executive’s employment or the date of the Change in Control Event); (iii) a pro-Rata Bonus Amount rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, with such pro-ration based upon the percentage of such fiscal year that shall have elapsed through the date of termination of Executive’s employment, payable within sixty (60) calendar days after termination of Executive’s employment; (iv) any then-outstanding and otherwise unvested equity awards granted by the Company to Executive shall thereupon immediately vest and, if applicable, remain exercisable for the duration of the term of such award, notwithstanding any other provision of this Agreement or applicable plans (but subject to the Company’s ability to terminate the awards in a change in control or similar circumstances pursuant to the applicable plan and award agreements); provided, however, that as defined belowto any awards that vest based on performance conditions, the terms of the applicable award agreement shall govern the accelerated vesting of such award; and (v) a lump sum cash payment, payable within sixty (60) calendar days after termination of Executive’s employment, in an amount substantially equivalent to the cost for Executive’s premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act, at the same or reasonably equivalent medical coverage for Executive (and, if applicable, Executive’s eligible dependents) as in effect immediately prior to the termination of Executive’s employment, for a period of 12 months following the effective date of such termination, and eighteen (iii18) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, months. Notwithstanding any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes other provision of this Agreement, "Pro-Rata Bonus Amount" following such termination of Executive’s employment due to termination by the Company without Cause, except as set forth in this Section 7(b), Executive shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual have no further rights to any compensation or other benefits under this Agreement or to any cash bonus paid to the Employee prior to the date of his terminationseverance or termination benefits under any other severance plan, program, policy or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations arrangement of the Company under and its affiliates. As a condition precedent to any Company obligation to Executive pursuant to this Section 10(b7(b) (other than pursuant to Section 7(b)(i), which for the avoidance of doubt shall remain be promptly paid to Executive following termination), Executive shall, upon or promptly following her last day of employment with the Company, provide the Company with a valid, executed, written release of claims in full force a form provided by the Company and effect notwithstanding such release shall have not been revoked by Executive pursuant to any revocation rights afforded by applicable law. The Company shall provide such form of release to Executive within five (5) days following the expiration termination of Executive’s employment, and Executive shall execute such release within twenty-one (21) days (or forty-five (45) days if such period is required under applicable law) following Executive’s receipt of such form of release from the Company. The Company shall have no obligation to make any payment to Executive pursuant to Section 7(b) unless and until the release contemplated by this Section 7(b) becomes irrevocable by Executive in accordance with all applicable laws, rules and regulations. If the maximum period of time in which Executive has to consider and revoke such release spans two different calendar years, the payment of the Employment Periodapplicable benefits shall (to the extent required in order to avoid any tax, whether by failure penalty or interest under Section 409A of the Compensation Committee to extend such period or otherwiseCode) be made in the second of those two years.

Termination Without Cause. Upon The Employer may terminate the Executive’s employment for any reason upon ninety (90) days prior written notice to the Executive. If the Executive’s employment is terminated by the Employer for any reason other than the reasons set forth in subparagraphs (a), (b) or (c) of this Paragraph 5, subject to the applicable provisions of Section 409A of the Code, the Executive will be entitled to the following payments and benefits: i. any Base Salary and Annual Cash Bonus that is accrued but unpaid, the value of any vacation that is accrued but unused (determined by dividing Base Salary by 365 and multiplying such amount by the number of unused vacation days), and any business expenses that are unreimbursed—all, as of the date of termination of employment; ii. any rights and benefits (if any) provided under plans and programs of the Employee's employment Employer, determined in accordance with the applicable terms and provisions of such plans and programs, including but not limited to (A) any portion of the Shares, as determined pursuant to the terms of the Award Agreement; and (B) a Termination Without Causepro rata portion of the bonus payment specified in Paragraph 3(b), neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments above, and other rights provided for in Section 10(a) hereof, (ii) severance payments such payment shall be made in the form calendar year following the calendar year for which such bonus is payable and no later than March 15th thereof; iii. a single lump sum payment, payable within 15 days following the date of semi-monthly payment termination of employment, equal to six (6) months of the Employee's base salary (as Base Salary applicable to the Executive on the date of termination of employment; iv. beginning on the first day of the seventh month following the date of termination of employment, continuation of the Executive’s Base Salary in effect immediately prior to such termination) and on the date of the Pro-Rata Bonus Amount (as defined below) his termination of employment for a period of 12 months six (6) months; provided, that these payments will be made in separate, equal payments no less frequently than monthly over such six-month period; and v. a single lump sum payment, payable within fifteen (15) days following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his terminationtermination of employment, equal to the bonus under Paragraph 3(b) paid or (b) payable to the average Executive with respect to the most recently completed fiscal year of the three most recent annual cash bonuses paid Employer. Each payment, and each installment thereof, described in subparagraph (i) through (v) above shall be treated as a right to the Employee prior to the date of his termination. The rights a separate payment under Section 409A of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseCode.

Termination Without Cause. Upon (i) Subject to the termination provisions of Article 13(c)(ii) below, and provided there has been no Change in Control (as defined in Article 13(c)(v) below), in the Employee's employment as a Termination Without Causeevent the Corporation dismisses Executive without Cause from employment, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company Corporation shall continue to fulfill its obligations under this Agreement except through the right end of the Employment Period and until Executive reaches age 65 with regard to receive (i) the payments and other rights provided for coverage described in Section the second sentence of Article 10(a) hereof, ). (ii) severance payments In the event Executive takes other employment after being dismissed without Cause, and provided there has been no Change in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount Control (as defined in Article 13(c)(v) below), the Corporation's obligations to him under this Agreement including those under the second sentence of Article 10 (a) shall cease upon the later of: (A) Executive's taking other employment, or (B) six months following his dismissal; provided, however that the Corporation's obligations under this Article 13(c)(ii) shall in no event continue beyond the end of the Employment Period. Moreover, if Executive takes other employment during the six-month period following his dismissal without Cause, then the Corporation's obligation to Executive for the balance of said six-month period shall be limited to payment of Executive's Annual Executive Compensation. (iii) In the event that a Change in Control occurs during the Employment Period and either [A] Executive is dismissed without Cause from employment up to and including twelve (12) months from such Change in Control or [B] Executive voluntarily leaves the employ of the Corporation up to and including twelve (12) months from such Change in Control, then in either case the Corporation shall continue to fulfill its obligations under this Agreement for a period of 12 twelve (12) months following from such dismissal without Cause or voluntary departure, as the effective date case may be; provided, however, that if Executive takes other employment during said twelve-month period, the Corporation's obligation to Executive for the balance of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 said twelve-month period provided in clause (ii) above, with such coverage shall be limited to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations payment of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseExecutive's Annual Executive Compensation.

Termination Without Cause. Upon The Company may terminate this Agreement and the Executive’s employment for any reason upon 60 days prior written notice to the Executive. If the Executive’s employment is terminated by the Company for any reason other than the reasons set forth in subsections (a), (b) or (c) of this Section 5 (“Without Cause”), subject to Committee approval, the Executive will be entitled to the following payments and benefits: (i) The Accrued Obligations; (ii) Any Annual Cash Incentive Award for a completed year that has been awarded by the Committee, but has not yet been paid as of the date of the Executive’s termination of the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for payable in accordance with Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and 3(b); (iii) continuation A single lump sum payment equal to one year of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as Executive’s Base Salary in effect from time at termination of employment; (iv) A single lump sum payment equal to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (aA) the most recent annual cash bonus paid to Target Annual Cash Incentive Award, multiplied by (B) a fraction, the Employee prior to numerator of which is 365 minus the number of days remaining in the calendar year after the date of his terminationthe Executive’s termination of employment and the denominator of which is 365; and (v) With respect to any LTI Award that is outstanding, a single lump sum payment equal to (A) the number of Shares covered by such LTI Award that would have vested after the date of the Executive’s termination of employment had the Executive remained employed through the end of the calendar year in which such termination occurs, multiplied by (B) the closing price of a Share on the date notice of termination is provided under this Section 5(d). The amounts payable under Sections 5(d)(iii), (iv) and (v) shall be paid on the first payroll date following the 60th day after the date of the Executive’s termination of employment. In the event that the Executive is terminated Without Cause pursuant to this Section 5(d), but the Executive and the Company agree to state publicly that the Executive voluntarily resigned (either for (A) other than Good Reason pursuant to Section 5(e) below, or (bB) for Good Reason pursuant to Section 5(f) below), the average Executive shall be entitled to receive all amounts set forth above in this Section 5(d) instead of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this amounts set forth in either Section 10(b5(e) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise5(f) below.

Termination Without Cause. Upon In the termination of event that the EmployeeCompany terminates this Agreement or the Executive's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against with the Company for any reason, other than as provided under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof11(a), (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination11(b), and 11(c), then the Executive's employment shall terminate upon thirty (iii30) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject days' written notice to the same terms and conditions (includingExecutive and, without limitation, any applicable co-the Company shall be obligated to pay obligations of to the EmployeeExecutive Base Salary earned, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus not yet paid to the Employee Executive, prior to the date of his terminationsuch termination in accordance with Section 3(a), or (b) and reimburse the average of Executive for any accrued vacation and unpaid expenses incurred by the three most recent annual cash bonuses paid to the Employee prior to Executive through the date of termination in accordance with Section 5, and any Accrued Bonus Payments. In addition, subject to the provisions of Section 11(h) hereof and the Executive's compliance (and continued compliance) with the provisions of Sections 7, 8 and 9 hereof, (i) the Company shall pay to the Executive a severance payment equal to twelve (12) months salary at the Base Salary then in effect, payable in twelve (12) equal monthly installments and (ii) for such twelve (12) month period, the Executive shall be entitled to continue to receive his then current health, life and disability insurance benefits or, in the case of health insurance benefits, payment by the Company of applicable "COBRA" payments (collectively (i) and (ii) are called the "Severance Payments"). Except as set forth in Section 11(j), the Severance Payments shall commence no earlier than seven (7) working days after the Company receives the executed release and resignations required under Section 11(h) and no later than 60 days after the date of the Executive's termination, the exact payment date to be determined by the Company in its sole discretion, provided that the Executive timely executes and returns the release and does not subsequently revoke such execution. In no event shall any Severance Payments hereunder be made to the Executive later than December 31 of the second calendar year following his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise.

Termination Without Cause. Upon If Executive's employment is terminated by the termination Company Without Cause prior to the end of the Employee's employment as a Termination Without CauseTerm hereof, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against and upon Executive providing the Company under this Agreement except with a signed release of claims in a form adopted by the right to receive Company, then Executive shall be entitled to: (i) the payments and other rights provided for in Section 10(a) hereofAccrued Benefits, (ii) a lump sum severance payments in payment equal to Executive's Base Salary for the form of semi-monthly payment remainder of the Employee's base salary (as in effect immediately prior to unexpired Term; provided, that if such termination) and termination occurs at any time following the third anniversary of the Pro-Rata Bonus Amount Commencement Date, then such lump sum severance amount shall equal eighteen (as defined below18) for a period of 12 months following the effective date of such terminationBase Salary, and (iii) continuation of Executive's coverage under the Company's medical benefits and dental plans, at the Company's expense, until the earlier of (A) the date on which Executive first becomes eligible for coverage under the group medical and dental plans of a new employer, and (B) the end of the Term hereof, but in no event exceeding eighteen (18) months of additional coverage, and (iv) a prorated portion (based on Executive's length of service during the year of Executive's termination of employment) of the Annual Bonus Executive would have been entitled to which the Employee is entitled receive under Section 5(cParagraph 3(b) hereof over if Executive had remained employed through the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations end of the Employeefiscal year that includes Executive's termination date, but excluding any provided the applicable tax consequences for the Employee) as in effect from time to time for officers performance targets of the Company generally(and, as applicable, Executive) have been achieved for such fiscal year. The prorated Annual Bonus referred to in the preceding sentence shall be determined after the completion of the fiscal year in which Executive's employment terminates and shall be paid (without interest) to Executive during the January immediately following the year in which Executive's employment is terminated. For the purposes of this Agreement, "Pro-Rata Bonus AmountWithout Cause" shall mean one-twenty-fourth (1/24th) is defined as termination of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of Executive's employment by the Company under this Section 10(b) shall remain in full force and effect notwithstanding the for any reason other than Cause, death, Disability or expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseTerm.

Termination Without Cause. Upon the termination of the Employee's (i) The Company may, at its option, terminate Executive’s employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement upon written notice to Executive for a reason other than a reason set forth in Section 4(a), 4(b) or 4(c). Any such termination shall be authorized by the Board. In addition, Executive’s employment shall terminate automatically upon the scheduled expiration date of the Employment Period if the Company provides Executive with a Notice of Non-Renewal. If the Company terminates Executive’s employment for a reason other than a reason set forth in Section 4(a), 4(b) or 4(c) or if Executive’s employment terminates automatically upon the scheduled expiration date of the Employment Period following the Company’s Notice of Non-Renewal, Executive’s entitlement to compensation and benefits shall cease immediately, except that, subject to Executive’s execution of the right to receive Company’s standard Severance and General Release Agreement, a form of which is attached hereto as Exhibit A (ithe “Release”) within 50 days following the date of termination and non-revocation of the Release and such Release becomes effective within 60 days following the date of termination, Executive shall be entitled to: (A) the payments and other rights provided for benefits specified in Section 10(aSections 4(b)(i) hereofthrough 4(b)(iv), inclusive; (iiB) severance payments a prorated annual incentive bonus (based on the actual bonus earned under the objective standards set forth in the form Incentive Plan for the fiscal year in which Executive’s termination of semi-monthly payment employment occurs) through and including Executive’s date of termination, which amount shall be paid no later than March 15 of the Employee's base salary year following the year of termination; (as in effect immediately prior C) an amount equal to such terminationthe product of (I) and of the Pro-Rata Bonus Amount Severance Multiple (as defined below), multiplied by (II) for the sum of the Base Salary and the Prior Bonus (as defined below), which shall be payable, subject to Section 9(b), in equal installments over a period number of 12 months years equal to the Severance Multiple following Executive’s termination of employment in accordance with the Company’s executive payroll policy on the Effective Date, subject to Executive’s compliance with the terms of Section 5, provided, that, if Executive’s termination of employment occurs within two years following a Change in Control that constitutes an event described in Section 409A(a)(2)(v) of the Internal Revenue Code of 1986, as amended (collectively, with the regulations and other guidance promulgated thereunder, the “Code”), such amount shall be paid to Executive in a lump sum payment within 60 days following the effective date of such termination; (D) the use of an office and the services of an administrative assistant for the lesser of a number of years equal to the Severance Multiple or until Executive obtains other full-time employment; and (E) an amount equal to the employer-paid portion of the monthly premium for health insurance at the level of coverage provided to Executive and his dependents as of the date of termination, and (iiiwhich amount shall be paid monthly for the lesser of a number of years equal to the Severance Multiple or until comparable coverage is available to Executive from another employer, provided, that, if Executive’s termination of employment occurs within two years following a Change in Control that constitutes an event described in Section 409A(a)(2)(v) continuation of the medical benefits Code, such amount shall be paid to Executive in a lump sum payment within 60 days following the date of termination without any reduction for comparable coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause from another employer. (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as As used in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" the term “Severance Multiple” shall mean one-twenty-fourth (1/24th) two, unless Executive’s termination of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his terminationemployment occurs within two years following a Change in Control, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) in which case it shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwisemean three.

Termination Without Cause. Upon The Company may, without cause or reason, terminate at any time the Period of Employment and Executive's employment hereunder by providing Executive written notice of such termination ("Notice of Termination Without Cause"). A Non-Extension Notice by the Company shall be considered a termination without Cause. If Executive's employment is terminated without Cause, the termination shall take effect on the Termination Date. In the event of the termination of Executive's employment hereunder due to a termination by the EmployeeCompany without Cause (other than due to Executive's death or Permanent Disability): (i) Executive shall be entitled to receive: (1) an amount equal to 100% of the sum of (x) Executive's Base Salary then in effect as of the Termination Date and (y) the Target Bonus for the fiscal year in which Executive's employment is terminated (the "Severance Payment"); (2) a pro rata portion of the Target Bonus for the fiscal year in which Executive's employment is terminated, based on the number of entire months of such fiscal year that have elapsed through the date of Executive's termination of employment as a Termination Without Cause, neither fraction of twelve (12) (the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive "Pro Rata Bonus"); (i3) the payments Accrued Obligations; (4) the entirety of Executive's contributions and the Company's contributions to Executive's 401(k) plan account as if Executive were fully vested as of the Termination Date, and (5) all other rights provided for benefits under the welfare benefit and retirement plans contemplated by Sections 4(a) and 4(d) (the "Selected Benefits") until the earlier of (A) Executive's receipt of benefits substantially similar in Section 10(ascope and nature from another employer or (B) hereof, one year and one-half year after the Termination Date. (ii) severance payments in the form Executive shall be entitled to one hundred percent vesting of semi-monthly payment all of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions options (including, without limitation, any applicable co-pay obligations of the EmployeeExisting Options, but excluding any applicable tax consequences for the EmployeeInitial Options, and Future Options) as in effect from time to time for officers purchase common stock of the Company generally. For the purposes of this Agreement, ("Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24thCommon Stock") held by Executive as of the greater of Termination Date (a) the most recent annual cash bonus paid "Options"). Executive shall have no duty to the Employee prior to the date of his termination, or (b) the average mitigate damages and none of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under payments provided in this Section 10(b6(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether be reduced by failure of the Compensation Committee to extend such period any amounts earned or otherwisereceived by Executive from a third party at any time.

Termination Without Cause. Upon the termination of the Employee's If Executive’s employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against is terminated by the Company under this Agreement except (other than for Cause), Executive will be entitled to all accrued and unpaid Base Salary, accrued prior year bonuses and other accrued benefits and expense reimbursements through the right date of termination, plus he will be entitled to receive the following severance benefits: (i) the payments and other rights provided for in Section 10(a) hereof, (ii) Executive will be entitled to receive to a severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior amount equal to such termination) and of the Pro-Rata Bonus Amount (as defined below) his then current Base Salary for a period of 12 eighteen (18) months following from the effective date of such termination, and (iii) continuation of the medical benefits coverage termination plus a bonus equal to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the Executive’s most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average six (6) months of the three most recent annual cash bonuses Base Salary, to be paid to the Employee prior to within 5 business days from the date of his termination; and (ii) Company will provide Executive with the same or similar health care benefits (including life, dental and vision, if any) as provided to Executive at the time of termination, such health care benefits to be provided for a period of 18 months from the date of termination; and (iii) All non-vested equity awards granted to Executive will immediately vest and will be exercisable for a period of three months following such termination in accordance with the Company’s 2010 Stock Incentive Plan or any similar plan the Company may adopt from time to time which such equity award was granted under. The rights For purposes of this Agreement: (i) any material reduction in the Executive’s responsibilities, duties, title or compensation of the Employee and Executive without the Executive’s written consent, or (ii) if the Company gives notice to the Executive that it will not renew this Agreement pursuant to Section 2 hereof, shall be deemed an Effective Termination Without Cause. Upon termination of Executive’s employment without cause or upon an Effective Termination Without Cause, except for the obligations set forth in this subsection a., the obligations of the Company to make any further payments or to provide any further benefits to Executive under this Section 10(b) shall remain in full force Agreement will cease and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseterminate.

Termination Without Cause. Upon (i) Anything in this Agreement to the contrary notwithstanding, the Executive’s employment may be Terminated Without Cause as provided in this Section 10(d). Termination Without Cause shall mean either (1) a termination of the Employee's Executive’s employment by the Company, (other than a termination due to death as described in Section 10(a) above, disability as described in Section 10(b) above, or a Termination For Cause as described in Section 10(c) above); or (2) a termination due to Good Reason Resignation as defined as follows:. Good Reason Resignation shall mean termination of employment that is voluntary on the part of the Executive but is due to: (i) a significant reduction of the Executive’s responsibilities, title or status resulting from a change in such title or status, or from the assignment to the Executive of any duties inconsistent with his title, duties, or responsibilities; or (ii) a reduction in the Executive’s salary, bonus potential, or a material reduction of benefits. (ii) In the event there is a Termination Without CauseCause of the Executive’s employment, neither the Employee nor Executive shall be entitled to: (A) continuation of the Employee's beneficiaries annual base salary provided in Section 4 above until the date which is twenty-four months after the last day of the month in which such termination occurs (“Payment Period”); provided, however, that payments pursuant to this Section 10(d)(ii)(A) are subject to the provisions of Section 13 and provided, however, that any payments made by the Company under paragraphs 4, 6, 7(a) (b), 8(b) herein after Executive’s termination of employment will reduce by an equal amount any payments to be made hereunder as salary continuation; (B) continuation of coverage under the employee benefit plans of the Company in which the Executive was participating at the time of his termination of employment for the Payment Period of under Section 10(d)(ii)(A) above; provided, however, that (1) except as required by applicable law, any such continued coverage shall terminate upon the subsequent full-time benefits eligible employment of the Executive, and (2) if the company is unable to continue such coverage, then they shall provide the Executive with economically equivalent employee benefits to the extent such benefits are reasonably available. (iii) At the discretion of the Compensation Committee, the present value of any amounts payable to the Executive in accordance with Section 10(d)(ii)(A) above may be paid to the Executive in a lump sum. The interest rate used in determining the present value shall be the interest rate on one-year United States Treasury Bills at the auction of such instruments nearest in time to the date of the Executive’s termination of employment under this Section 10(d). Any such lump sum payment by the Company to the Executive shall not affect the obligation of the Company as otherwise provided in Section 10(d)(ii)(B) above to provide continuation coverage under the employee benefit plans. (iv) During the Payment Period, Executive shall make a good faith effort to seek other employment. If Executive attains other employment during the Payment Period, he shall so notify Company and any compensation paid to Executive by his new employer shall reduce, by an equivalent amount, the payments required to be made under Section 10(d)(ii)(A). (v) The obligation of the Company to make or estate will have any further rights or provide the payments and benefits set forth in this Section 10(d) shall be strictly conditioned on the Executive executing and returning to the Company a general release and waiver of all claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment as submitted by the Company. (vi) If there is a Termination Without Cause during the first year of the Employee's base salary (as in effect immediately prior to such termination) and of Initial Term, the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms provisions of this agreement, Executive will receive the amounts payable under Section 10(d)(ii)(A) and conditions (including, without limitation, B) plus any applicable co-pay obligations remaining but unpaid salary or contract benefits due him for the first year of the Employee, but excluding any applicable tax consequences Initial Term. (vii) Any shares of restricted Company stock and options to purchase ordinary shares of Company stock held by Executive will continue to vest in accordance with the terms of the awards for the Employee) as in effect from period of time to time for officers of which includes the Company generally. For the purposes completion of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee Contract and the obligations of the Company under this any subsequent Payment Period as set forth in Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise10(d)(ii)(A).

Termination Without Cause. Upon The Company may, with or without reason, terminate the Period of Employment and the Executive's employment hereunder without Cause at any time by providing the Executive written notice of such termination. If the Executive's employment is terminated without Cause, the termination shall take effect on the effective date (pursuant to Section 14.10) of written notice of such termination to the Executive. In the event of the termination of the EmployeePeriod of Employment and the Executive's employment as hereunder due to a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against termination by the Company under this Agreement except without Cause (other than due to the right Executive's death or Disability) prior to a Change in Control, the Executive shall be entitled to receive (i) the payments and other rights provided for those benefits set forth in Section 10(a) hereof7.2.1, (ii) severance payments plus a lump sum cash payment equal to the amount of his Base Salary then in effect that would have otherwise been paid over the remainder of the Period of Employment then in effect had he continued in the form of semi-monthly payment employ of the Employee's base salary Company (including any extension of the Period of Employment which has already occurred as of the date of termination, but not including any additional extension of the period of the Period of Employment). The Company will not terminate Executive in anticipation of a Change in Control (as such term is described below) and if such termination occurs, benefits as described in Sections 6.2(a)(b)(c) below will apply. In the event of the termination of the Period of Employment and the Executive's employment hereunder due to a termination by the Company without Cause (other than due to the Executive's death or Disability) upon or following a Change in Control (as such term is defined below), or a requirement that the Executive relocate outside the state of California, the Executive shall be entitled to receive: (a) those benefits set forth in Section 7.2.1 hereof; (b) a lump sum severance payment equal to twelve (12) times the Executive's monthly Base Salary in effect immediately prior to such termination; and (c) and all shares of Common Stock options granted to the Executive by the Company during his employment term will become fully vested. If a Change in Control results in a diminution of the Pro-Rata Bonus Amount (Executive's senior management position, responsibilities or compensation and benefits as defined below) for CFO, in his reporting responsibility to the CEO or in a period relocation of 12 his office to a location more than twenty additional miles from his residence, he may, within three months following the effective date of such terminationdiminution, change in reporting responsibility or relocation, terminate his employment and (iii) continuation of the medical be entitled to those benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided specified in clause (iiSections 6.2(a)(b)(c) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise.

Termination Without Cause. Upon the termination The Executive may only be terminated without cause by a majority vote of the Employee's Board; provided that the Executive shall be entitled to be heard by the Board with respect to such termination prior to the Board’s vote. In the event the Corporation terminates the Executive’s employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except without cause, the right Corporation shall pay the Executive any compensation and benefits the Corporation owes to receive the Executive through the effective date of termination. Additionally, and conditioned upon the Executive’s voluntary execution of a written release (to be drafted and provided by the Corporation) of any and all claims, including without limitation any claims for lost wages or benefits, stock options, compensatory damages, punitive damages, attorneys’ fees, equitable relief, or any other form of damages or relief the Executive may assert against the Corporation, the Executive shall be entitled to receive: (i) all payment of his Base Salary (as of the date of termination date) in accordance with the provisions of paragraph 3(a) for the the remainder of the Employment Period; provided, however, that any such payments and other rights provided shall not be for in Section 10(aless than six (6) hereof, months; (ii) severance payments in the form of semi-monthly payment of any Bonus that otherwise would have been payable to the Employee's base salary Executive under paragraph 3(e) through the effective date of termination; and (iii) any issued but unvested stock options described in paragraph 3(h) shall automatically vest as in effect immediately prior to of the date of such termination) . In the event the Board elects to terminate the Executive in connection with the Corporation materially and of the Pro-Rata Bonus Amount continuously (as defined below) i.e., for a period of 12 months following at least 6 consecutive quarters) failing to meet the effective date of financial targets reasonably established by the Board, then such termination, termination shall be deemed a termination without cause and (iii) continuation the Executive shall be entitled to receive all of the medical payments and benefits coverage to which the Employee is entitled under Section 5(cdescribed in this paragraph 5(a) hereof over the 12 month period provided except that any unvested stock options described in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(bparagraph 3(g) shall remain in full be deemed terminated and of no further force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseeffect.

Termination Without Cause. Upon The Company may, with or without reason, terminate Executive's employment hereunder without Cause at any time, by providing Executive thirty (30) days written notice of such termination. In the event of the termination of the EmployeeExecutive's employment as hereunder due to a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against termination by the Company under this Agreement except the right without Cause (other than due to receive Executive's death or Disability), then Executive shall be entitled to: (i) payment of Accrued Obligations on the payments and other rights provided for in Section 10(a) hereof, effective date of Executive's termination; (ii) severance payments in such employee benefits, if any, as to which Executive may be entitled under the form employee benefit plans and arrangements of semi-monthly the Company, through the date of termination; (iii) continued payment of the EmployeeExecutive's base salary in the Company's normal payroll cycle as follows. In the event the Company terminates Executive's employment without Cause during the initial two-year Term , Executive shall receive salary continuation for the greater of (as in effect immediately prior to such terminationx) and twelve (12) months or (y) the remainder of the Proinitial two-Rata Bonus Amount (as defined below) year Term. In the event the Company terminates Executive's employment at any time during any one-year extension or renewal Term, Executive shall receive salary continuation for a period of 12 months following twelve months; and (iv) a "PRO RATA PORTION OF THE BONUS," meaning an amount equal to any bonus to which Executive would have been entitled had Executive remained an employee for the balance of the fiscal year in which his employment terminated multiplied by a fraction, the numerator of which is the number of days from February 1 to the date of Executive's termination, and the denominator of which is 365. Such Pro Rata Portion of the Bonus, if any, shall be paid to Executive in a single payment within 75 days of the end of the Company's fiscal year (v) For the period set forth in paragraph 6b(iii), above, Executive will also continue to receive car allowance and the Company shall either pay for or reimburse Executive for COBRA medical coverage, life insurance and AD&D insurance, each in the same amount provided to Executive as of the date of termination. If Executive's employment is terminated without Cause, the termination shall take effect on the effective date of written notice of such termination, and (iii) continuation of the medical benefits coverage termination to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseExecutive.

Termination Without Cause. Upon the termination of the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) Anything in this Agreement to the payments and other rights contrary notwithstanding, the Executive's employment may be terminated without Cause as provided for in this Section 9(d). A termination due to disability, as described in Section 10(a) hereof9(b), above, or a termination for Cause, as described in Section 9(c), above, shall not be deemed a termination without Cause under this Section 9(d). (ii) severance payments in In the form event the Executive's employment is terminated without Cause (x) prior to a "CHANGE IN CONTROL" of semi-monthly payment of the Employee's base salary Parent (as defined in Exhibit A hereto) or (y) following the first anniversary of a Change of Control, the Executive shall be entitled to: (A) Base Salary as provided in Section 4, above, at the rate in effect in accordance with Section 4, above, immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) , payable in equal monthly installments for a period of 12 months following the effective date of such termination, (B) any annual bonus awarded but not yet paid under Section 5, above, (C) the rights under any Options as provided in Section 6, above, in accordance with the terms thereof, (D) continued coverage under the employee benefit programs of the Company and Parent, or their equivalent, as provided in Section 7, above, in which the Executive was participating at the time of his termination of employment for the period of salary con- tinuation or, if longer, for the period provided in such programs; provided, however, that any such continued coverage shall be offset by -------- ------- comparable coverage provided to the Executive in connection with subsequent full-time employment and, to the extent the Company or Parent is unable to continue such coverage, the Company or Parent shall provide the Executive with economically equivalent benefits determined on an after-tax basis, and (E) any other rights and benefits available under employee benefit programs of the Company or Parent, or their equivalent, as provided in Section 7, above and under the business expense reimbursement and fringe benefit programs as described in Section 8, above, determined in accordance with the applicable terms and provisions of such programs. (iii) continuation of In the medical benefits coverage to which event the Employee Executives employment is entitled under Section 5(c) hereof over terminated by the Company without Cause within the 12 month period following a Change in Control (the "POST-CHANGE Period"), or the Executive terminates his employment with the Company for "GOOD REASON" (as defined in Exhibit B hereto) during the Post-Change Period, the Executive shall be entitled to: (A) Base Salary as provided in clause (ii) Section 4, above, with such coverage to be provided at the same level and subject rate in effect in accordance with Section 4, above, immediately prior to such termination, payable in equal monthly installments for a period of 24 months following the date of such termination, (B) an amount equal to two times the largest annual bonus awarded to the same terms and conditions Executive in the three year period prior to the year in which a Change of Control occurs, paid in equal monthly installments for the period of Base Salary continuation, (including, without limitation, any applicable co-pay obligations C) an amount equal to the annual bonus that would have been awarded to Executive in respect of the Employeeyear in which the Change in Control occurs, but excluding multiplied by a fraction, the numerator of which is the number of months or fraction thereof in which the Executive was employed by the Company in such year, and the denominator of which is 12. (D) the rights under any applicable tax consequences for Options as provided in Section 6, above, in accordance with the Employeeterms thereof, (E) as in effect from time to time for officers continued coverage under the employee benefit programs of the Company generally. For or Parent, or their equivalent, as provided in Section 7, above, in which the purposes Executive was participating at the time of this Agreementhis termination of employment for the period of Base Salary continuation or, "Pro-Rata Bonus Amount" if longer, for the period provided in such programs; provided, however, that any such -------- ------- continued coverage shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid be offset by comparable coverage provided to the Employee prior Executive in connection with subsequent full-time employment and, to the date of his terminationextent the Company or Parent is unable to continue such coverage, the Company or Parent shall provide the Executive with economically equivalent benefits determined on an after-tax basis, and (bF) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The any other rights of the Employee and the obligations benefits available under employee benefit programs of the Company or Parent, or their equivalent, as provided in Section 7, above, and under this the business expense reimbursement and fringe benefit programs as described in Section 10(b8, above, determined in accordance with the applicable terms and provisions of such programs. (iv) shall remain in full force and effect notwithstanding If, at any time during the expiration term of the Employment PeriodExecutive employment hereunder, whether the Executive fails to be appointed (or re-appointed, as appropriate) as resident Chief Underwriting Officer for the Company, the Executive shall have the right to terminate his employment and such termination, if prior to a Change in Control, shall be deemed a termination by failure the Company without Cause under Section 9(d)(ii), above, or, if following a Change in Control, shall be deemed a termination by the Company without Cause under Section 9(d)(iii), above, provided the Executive shall have given the Company written notice of his decision and shall not within 10 business days thereafter have been reinstated to the Compensation Committee to extend such period or otherwiserelevant position.

Termination Without Cause. Upon In the case of a termination of the EmployeeExecutive's employment as a Termination hereunder Without CauseCause in accordance with Section 1.6.4 above, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except shall pay the right to receive Executive (i) an amount equal to twelve (12) months' salary if the payments and other rights provided for in Section 10(atermination occurs during the first eighteen (18) hereof, months of the Initial Term; (ii) severance payments in an amount equal to three (3) months' salary if the form termination occurs after the first eighteen (18) months of semi-monthly payment employment but prior to the expiration of the Employee's base salary Initial Term (as hereinafter the"Severance Payment"), in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided each case payable at the same level times and subject to the tax withholding specified in Section 1.4.1 above; and (iii)-unvested shares due to vest on the next scheduled vesting date shall accelerate and shall become fully vested and any repurchase rights in such shares (up to the next vesting date), shall immediately lapse in full. The Company shall provide Executive with health and welfare benefits equal to and under the same terms and conditions as such benefits were provided to Executive immediately prior to the Termination Date, or pay premiums for such benefits required of Executive under COBRA, 29 U.S.C. S 1161, et seq. (includinghereinafter "Benefit Continuation"), without limitationthroughout any period in which Executive receives Severance Payment under this Section or until Executive receives comparable benefits from any other source, any applicable co-pay obligations whichever occurs first. Nothing contained herein shall interfere with Executive's right to purchase continuation coverage under COBRA. In the event of the Employee, but excluding any applicable tax consequences for the Employeean Involuntary Termination under Section 1.5.3(iii)(a) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" Executive shall mean one-twenty-fourth be entitled to the Severance Payment and Benefit Continuation set forth in this paragraph in addition to the accelerated vesting described in Section 1.5.3 (1/24thi) The Company's obligation to pay and the Executive's right to receive the Severance Payment shall cease in the event of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date Executive's breach of his termination, obligations under Section 2 or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise3 below.

Termination Without Cause. Upon the termination of the EmployeeExcept as provided in Section 6.3, if Executive's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against is terminated by the Company (other than for Permanent Disability, death or Cause), Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which she is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated under this Agreement except Section 6.1, Executive shall also be entitled to receive: (a) an amount in lieu of any other cash compensation beyond that provided in the right immediately preceding sentence, which amount shall be equal to receive the sum of: (i) the payments and other rights provided for actual bonus, if any, she would have received in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment respect of the Employee's base salary (as fiscal year in effect immediately prior to which her termination occurs, prorated by a fraction, the numerator of which is the number of days in such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee fiscal year prior to the date of his terminationExecutive's termination and the denominator of which is 365, or payable at the same time as bonuses are paid to other executives; (ii) two times Executive's annual Base Salary; payable in installments as normal payroll over the 24 months following such termination of employment; and (b) continued coverage for a 24-month period under any employee medical, health and life insurance plans in accordance with the average respective terms thereof applicable to active employees (other than the requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by Executive to the Company. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the three most recent annual cash bonuses paid amounts payable to the Employee prior to the date of his termination. The rights Executive under any of the Employee provisions of this Agreement and the obligations of the Company under this Section 10(b) such amounts shall remain in full force and effect notwithstanding the expiration of the Employment Period, not be reduced whether by failure of the Compensation Committee to extend such period or otherwisenot Executive obtains other employment.

Termination Without Cause. Upon the termination of the Employee's Executive’s employment as hereunder pursuant to a Termination Without Cause, neither the Employee Executive nor the Employee's his beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive receive, subject to Section 6(e) below: (i) the payments payment and other rights provided for in Section 10(a6(a) hereof, ; (ii) severance payments in the form of semi-monthly payment of the Employee's Executive’s then-current base salary for a period of twenty-four (as in effect immediately prior to 24) months following the effective date of such termination; (iii) and monthly payments of the Pro-Rata Bonus Amount (as defined below) for a period of 12 twenty-four (24) months following the effective date of such termination, ; and (iiiiv) continuation of the medical health care benefits coverage to which the Employee Executive is entitled under Section 5(c4(c) hereof over the 12 twenty-four (24) month period provided described in clause (iiiii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employeeobligations, but excluding any applicable tax consequences for the EmployeeExecutive) as in effect from time to time for officers of the Company generallygenerally during such period. For the purposes of this Agreement, "“Pro-Rata Bonus Amount" ” shall mean one-one twenty-fourth (1/24th1/24) of (x) the portion of the Executive’s annual bonus, as determined by the Compensation Committee, applicable to that portion of the year in which such Termination Without Cause occurs, plus the greater of (ay) the most recent annual cash bonus paid to the Employee Executive prior to the date of his termination, termination or (bz) the average of the three most recent annual cash bonuses paid to the Employee Executive prior to the date of his termination. The rights of the Employee and the obligations of the Company shall have no obligation under this Section 10(b6(b) unless the Executive executes and delivers to the Company a valid general release agreement in a form reasonably acceptable to the Company in which the Executive releases the Company from any and all possible liability, including, without limitation, any and all liability based on the Executive’s employment or the termination of his employment; provided, however, that nothing in such release shall remain in full force and effect notwithstanding the expiration include any release of the Employment Period, whether by failure Company’s indemnification obligations to or for the benefit of the Compensation Committee to extend such period or otherwiseExecutive.

Termination Without Cause. Upon The Employee's employment may be terminated by the Company without cause; provided, that, in the event of any termination of the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive paragraph (c), then (i) the payments and other rights provided for Employee shall be entitled to receive the base salary as set forth in Section 10(a5(a) hereof, (ii) severance payments in until the form of semi-monthly payment first anniversary of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such terminationtermination of employment payable at the Company's election either in a lump sum (present value, and (iiidiscounted at rate of 10%) continuation of the medical benefits coverage to which the Employee is entitled or as otherwise payable under Section 5(c5(a), plus any benefits or awards (including both the cash and stock component) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject which pursuant to the same terms and conditions of any compensation plans have been earned or become payable (including, without limitation, any applicable co-pay obligations portion of the Employeeany bonus award for which any performance conditions, other than continued employment, have been satisfied), but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus which have not yet been paid to the Employee prior to (including, without limitation, amounts which previously have been deferred at the date of his terminationEmployee's request), or and (bii) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain maintain in full force and effect notwithstanding at the expiration sole cost of the Employment Period, whether by failure Company for the continued benefit of the Compensation Committee Employee and his or her dependents until the first anniversary of the date of such termination of employment (or, if earlier, upon the commencement date of equivalent benefits from a new employer) the Company's health and dental insurance benefits; provided that, to extend the extent such period or otherwisebenefits are not available, the Company shall provide replacement benefits on terms which, as near as may be practicable, are as favorable to the Employee as the discontinued benefits. The Company's obligation to make payments under this paragraph shall cease and terminate in the event of any breach by the Employee of any of the provisions of Section 9 of this Agreement. The Company may require, as a condition precedent to making any payments under this paragraph to the Employee, that the Employee execute a customary release and covenant not to sue in favor of the Company. ▇▇y payments under this Section 8(c) shall be subject to Section 5(a).

Termination Without Cause. Upon (i) Anything in this Agreement to the contrary notwithstanding, the Executive’s employment may be terminated by the Company without Cause as provided in this Section 8(d). A termination due to death or disability, as described in Section 8(a) or (b), above, or a termination for Cause, as described in Section 8(c), above, shall not be deemed a termination without Cause under this Section 8(d). For the avoidance of doubt, if a notice of non-renewal of this Agreement pursuant to Section 2 is issued by the Company and, within three (3) months thereafter, a written notice is issued (x) by the Company to the Executive of its intention to terminate the employment relationship with Executive at the end of the Term or (y) by the Executive to the Company of Executive’s intention to terminate the employment relationship with the Company at the end of the Term, the termination of the Employee's Executive’s employment at the end of the Term shall be considered a termination by the Company without Cause hereunder. (ii) In the event the Executive’s employment is terminated by the Company without Cause (x) prior to a Change in Control (other than as a Termination Without provided in the last paragraph of Section 8(d)(iii), in which case the provisions of Section 8(d)(iii) shall apply in lieu of this Section 8(d)(ii)) or (y) following the Post-Change Period (as hereinafter defined), the Executive shall be entitled to: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment without Cause, neither through the Employee nor date on which termination without Cause occurs, to be paid in accordance with the Employee's beneficiaries or estate will have any further rights or Company’s regular payroll practices, (B) provided the Executive executes and does not revoke a reasonable general release of employment liability claims against the Company under this Agreement except and its affiliates in form and substance satisfactory to the right Company, a cash lump sum payment made within 30 days after termination of employment equal to receive (ix) two times the payments and other rights provided for in Section 10(a) hereofExecutive’s annual Base Salary, (ii) severance payments in at the form of semi-monthly payment of the Employee's base salary (as annual rate in effect in accordance with Section 4, above, immediately prior to such terminationtermination and (y) and one times the higher of the Protargeted annual bonus for the year of such termination, if any, or the average of the Executive’s annual bonus payable by the Company or its subsidiaries for the three years immediately preceding the year of termination (or such shorter period during which the Executive has been employed by any of such entities), (C) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7(a) above, (D) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities or other long-Rata Bonus Amount term cash incentives, held by the Executive, determined in accordance with the terms thereof, (as defined belowE) for a period of 12 twenty-four months following the effective date of such termination, and (iii) continuation termination of the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits coverage to which if provided under the Employee is entitled applicable plans) for the Executive (and the Executive’s dependents, if any) under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to Company’s medical benefit plans upon substantially the same terms and conditions (includingincluding cost of coverage to the Executive) as is then in existence for other executives during the coverage period; provided, without limitationthat, any applicable coif the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-pay obligations tax basis as if continued participation had been permitted; provided, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (F) the vested accrued benefits, if any, under the employee benefit programs of the EmployeeCompany, but excluding as provided in Section 6 above, determined in accordance with the applicable terms and provisions of such programs. (iii) In the event the Executive’s employment is terminated by (x) the Company without Cause within the twenty-four month period following a Change in Control (as defined in Exhibit A hereto) (the “Post-Change Period”) or (y) the Executive terminates his employment for “Good Reason” (as defined in Exhibit B hereto) during the Post-Change Period, the Executive shall be entitled to the following, paid in the case of amounts set forth in (A), (B), (C) and (D) below within 30 days after termination of employment: (A) Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment, through the date on which termination occurs, (B) a cash lump sum payment equal to two times the Executive’s annual Base Salary, at the rate in effect in accordance with Section 4, above, or immediately prior to such termination or Change in Control, whichever is greater, (C) a cash lump sum payment equal to two times the higher of (i) the average annual bonus awarded to the Executive by the Company or its subsidiaries in the three years prior to the year in which the Change in Control occurs (or shorter period during which the Executive had been employed by any applicable tax consequences of such entities), or (ii) the Executive’s target annual bonus, if any, for the Employeeyear of such termination, (D) as an amount equal to (i) the higher of (x) the bonus actually awarded to the Executive by the Company for the year immediately preceding the year in effect from time which the Change in Control occurs or (y) the targeted amount of bonus, if any, that would have been awarded to time for officers the Executive in respect of the year in which the termination of employment occurs, multiplied by (ii) a fraction, the numerator of which is the number of months or fraction thereof in which the Executive was employed by the Company in the year of termination of employment, and the denominator of which is 12, (E) options to purchase equity securities of the Company generally. For or other rights with respect to equity securities of the purposes Company held by the Executive shall immediately vest in full and shall continue to be exercisable for three years from the date of this Agreementtermination of employment, "Pro-Rata Bonus Amount" shall mean one-notwithstanding the Executive’s termination of employment, or the original full term of the option or other right, if shorter, (F) for a period of twenty-fourth (1/24th) four months following the termination of the greater Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive (and the Executive’s dependents, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of (a) the most recent annual cash bonus paid coverage to the Employee Executive) as is then in existence for other executives during the coverage period; provided, that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical benefits from such employer, the medical benefits described herein shall immediately cease, and (G) full and immediate vesting under the Company’s retirement plans as of the date of termination, to the extent permitted by applicable law; provided, however, that if such full and immediate vesting cannot be provided under a retirement plan under applicable law, then economically equivalent benefits shall be provided through arrangements outside the applicable retirement plan. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled to the benefits described in (A)-(G) above, if the Executive’s employment with the Company is terminated by the Company (other than for Cause) within one year prior to the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated or intended to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control; provided, however, that in such event, amounts will be payable hereunder only following the Change in Control (and within 10 days thereafter). (iv) If, in situations where Section 8(d)(iii) does not apply, at any time during the term of the Executive’s employment hereunder, duties are assigned to the Executive that are materially inconsistent with his position, or the Company does not cure any other material breach by it of any provision of Sections 3 through 7, 14 and 17 of this Agreement within 30 calendar days following written notice of same by the Executive (which written notice must be given within 30 calendar days after such breach), the Executive shall have the right to terminate his employment within 30 calendar days of the Company’s failure to rescind such assignment in accordance with the proviso below or of such failure to cure a breach, as the case may be, and such termination shall be deemed a termination by the Company without Cause under Section 8(d)(ii), above, provided, in the case of assignment of inconsistent duties, the Executive shall have given the Company written notice of his terminationdecision within 30 calendar days of such assignment and shall not, or (b) within 30 calendar days thereafter, have had the average assignment of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseinconsistent duties rescinded.

Termination Without Cause. Upon the termination of the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will The Company shall have any further rights or claims against the Company under this Agreement except the right to receive (i) terminate the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in Term of Employment at any time by written notice to the form of semi-monthly payment of the Employee's base salary (as in effect immediately Executive not less than 60 days prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following 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, and 5.2, 5.3, 5.5 or 5.6 hereof), the Company shall: (iiia) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject pay to the same terms Executive any unpaid and conditions (including, without limitation, any applicable co-pay obligations of accrued Base Salary through the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes termination of this Agreement; (b) pay to the Executive the accrued but unpaid Incentive Compensation, "Pro-Rata if any, for any Bonus Amount" Period ending on or before the termination of this Agreement; (c) pay to the Executive his pro rata Termination Year Bonus,, at the time provided in Section 3.2(f) hereof; (d) pay to the Executive as a single lump sum payment, within 30 days of the date of the Termination of the Term of Employment equal to six (6) months of the Executive’s Base Salary then in effect; (e) ensure that any stock awards still vesting would become fully vested; and. Notwithstanding any other provision herein, the Executive’s right to receive any severance benefits pursuant to this Section 5.4 shall mean one-be subject to his execution and delivery to the Company of a general release of claims in substantially the form attached hereto as Exhibit A (with such changes as may be reasonably required to such form to help ensure its enforceability in light of any changes in applicable law) not more than twenty-fourth one (1/24th21) days (forty-five (45) days if required under applicable law) after the date the Company provides the final form of release to the Executive (and the Executive’s not revoking such release within any revocation period provided under applicable law). The Company shall provide the final form of release agreement to the Executive not later than seven (7) days following the date of the greater of termination date. Upon any termination effected and compensated pursuant to this Section 5.4, the Company shall have no further liability hereunder (a) the most recent annual cash bonus paid to the Employee other than for reimbursement for reasonable business expenses incurred prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid subject, however, to the Employee prior to the date provisions of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwise4.1 hereof).

Termination Without Cause. Upon The Company may terminate Executive’s employment with the termination of Company at any time during the Employee's employment as a Termination Without Term, for any reason and without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive by giving him written notice thirty (i30) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee days prior to the date of his termination. Until the effective date of any such termination, the Company shall continue to pay to Executive the full compensation specified in this Agreement, including the benefits provided at paragraph 3(d). Following the date of termination, Executive shall make himself reasonably available to members of the Board, the CEO, and other senior managers and officers of the Company to assist in the transition of responsibilities and information to others and to facilitate the orderly conduct of business operations. Upon termination, the Company shall have no other financial obligations to Executive under any compensation or benefit plan, program or policy and Executive’s participation in the Company’s compensation and benefit plans, programs and policies shall cease as of the date of Executive’s termination except as set forth herein or as expressly provided under the terms of any such plans, programs or policies, or as required by applicable law. However, in addition to the above, if Executive is terminated (i) pursuant to this subparagraph 8(d) or (bii) the average Term is not extended in accordance with Section 4 and for any reason other than Cause, the Company shall (i) pay Executive a severance amount equal to nine (9) months Base Salary over the following nine (9) months at the Company’s normal pay periods, and (ii) provide Executive coverage under the Company’s health insurance program, under the same terms as are available to other senior executive officers of the three most recent annual cash bonuses paid Company, for a period of nine (9) months, after which Executive would be eligible for COBRA continuation coverage, or until he has obtained substantially equivalent new coverage, as determined by the Board or a committee thereof in its discretion, through successor employment, whichever occurs sooner. If, in respect of the fiscal year in which Executive’s employment terminates pursuant to this subparagraph 8(d), the Employee Board or a committee thereof determines in its discretion that he would otherwise have been entitled to receive Incentive Compensation under subparagraph 3(c) by reason of the operations of the Company during such fiscal year, Executive shall be entitled to receive a pro rata portion of his Incentive Compensation for such year. Such pro rata portion shall equal the product of (x) the full amount of such Incentive Compensation, and (y) a fraction, the numerator of which is the number of days in the fiscal year of Executive’s termination without Cause prior to the date of his termination. The rights of the Employee , and the obligations denominator of which is the Company under this Section 10(b) shall remain total number of days in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwisefiscal year.

Termination Without Cause. Upon (i) Subject to the termination provisions of Article 15 12(c)(ii) below, and provided there has been no Change in Control (as defined in Article 12(c)(v) below), in the Employee's event the Corporation dismisses Executive without Cause from employment as in a Termination Without Causesenior executive capacity with the Corporation, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company Corporation shall continue to fulfill its obligations under this Agreement except until the right to receive later of: (iA) the payments and other rights provided for in Section 10(adate six months following Executive's dismissal, or (B) hereof, (ii) severance payments in the form of semi-monthly payment end of the Employee's base salary (as in effect immediately prior to such termination) and Employment Period. For purposes of determining the end of the Pro-Rata Bonus Amount (as defined below) for Employment Period under this Article, Executive shall be deemed to have received a period Notice of 12 months following the Nonrenewal effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to on the date of his terminationdismissal without Cause, or unless he has already received a Notice of Nonrenewal, in which event such prior Notice of Nonrenewal shall be controlling. (bii) Provided there has been no Change in Control (as defined in Article 12(c)(v) below), if Executive takes other employment during the average six-month period following his dismissal without Cause, then the Corporation's obligation to Executive shall be limited to payment of Executive's Base Annual Executive Compensation for the balance of said six-month period. Provided there has been no Change in Control (as defined in Article 12(c)(v) below), if Executive takes other employment after the end of the three most recent annual cash bonuses paid to six-month period following his dismissal without Cause but before the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration end of the Employment Period, whether by failure the Corporation's obligations to Executive under this Agreement shall cease upon Executive's taking such other employment. (iii) In the event that a Change in Control occurs during the Employment Period and either [A] Executive is dismissed without Cause from employment in a senior executive capacity up to and including twelve (12) months from such Change in Control or [B] Executive voluntarily leaves the employ of the Compensation Committee Corporation up to extend and including twelve (12) months from such Change in Control, then in either case the Corporation shall continue to fulfill its obligations under this Agreement for a period of twelve (12) months from such dismissal without Cause or otherwisevoluntary departure, as the case may be; provided, however, that if Executive takes other employment during said twelve-month period, the Corporation's obligation to Executive for the balance of said twelve-month period shall be limited to payment of Executive's Base Annual Executive Compensation. (iv) Notwithstanding anything to the contrary in this Agreement, the Corporation, in its sole and absolute discretion, may accelerate the payment of any amounts payable under Article 12(c) hereof to Executive, provided, however, 16 that accelerating such payments does not affect Executive's eligibility to continue his insurance benefits on the same basis (both with respect to coverage and contributions) as the Corporation's active employees until such time as he would have received the last amount payable under Article 12(c) hereof had payment thereof not been accelerated pursuant to this Article 12(c)(iv).

Termination Without Cause. Upon (i) The Company may, at its option, terminate the termination of the Employee's Executive’s employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement upon written notice to the Executive for a reason other than a reason set forth in Section 4(a), 4(b) or 4(c). Any such termination shall be authorized by the Board. If the Company terminates the Executive’s employment for any such reason, the Executive’s entitlement to compensation and benefits shall cease immediately, except that the right to receive Executive shall be entitled to: (iA) the payments and other rights provided for benefits specified in Section 10(aSections 4(b)(i) through 4(b)(iv) hereof, inclusive; (iiB) severance payments a prorated annual incentive bonus (based on the actual bonus earned under the objective standards set forth in the form Incentive Plan for the fiscal year in which the Executive’s termination of semi-monthly payment employment occurs) through and including the Executive’s date of termination; (C) an amount equal to the product of (x) three, and (y) the sum of the Employee's base salary (as in effect immediately prior to such termination) Base Salary and of the Pro-Rata Prior Bonus Amount (as defined below) for ), which shall be payable in a period of 12 months lump sum within the 90 days following the effective Executive’s termination of employment, subject to satisfaction of Sections 6 and 7 hereof; (D) if the Executive has been employed by the Company for at least ten years on the date of such terminationthe Executive’s termination pursuant to this Section 4(d)(i), 50% of any unvested stock options, stock appreciation rights and restricted stock units held by the Executive on the date of the Executive’s termination shall become vested, and (iii) continuation the remaining unvested stock options, stock appreciation rights and restricted stock units may continue to vest, contingent upon the Executive’s completion of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) aboveany consulting, with such coverage to be provided at the same level and subject to the same terms and conditions (includingboard service, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers or other projects on behalf of the Company generally. For as may be determined by the purposes Board; (E) the use of this Agreementan office and the services of an administrative assistant for the lesser of 36 months or until the Executive obtains other full-time employment; and (F) continued health insurance coverage, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) at the rates charged by the Company to active senior executives of the greater Company, for the lesser of (a) the most recent annual cash bonus paid 36 months or until comparable coverage is available to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseExecutive from another employer.

Termination Without Cause. Upon (a) The Company may terminate ▇▇▇▇▇ without cause, at any time, from the termination position in which he is employed hereunder (on which date the Employment Term shall be deemed to have ended) upon not less than 30 days' prior written notice to ▇▇▇▇▇; provided, however, that, commencing on the date of the Employee's employment as a Termination Without Causesuch notice, neither the Employee nor the Employee's beneficiaries or estate will have ▇▇▇▇▇ shall be under no obligation to render any further rights or claims against additional services to the Company under this Agreement and shall be allowed to seek other employment. Upon such termination, except the right as provided in Section 5.4(b) below, ▇▇▇▇▇ shall be entitled to receive (i) Base Salary or Increased Base Salary, as applicable, to the payments extent already earned and for the remaining term of his employment under this agreement, and a payment equal to any unused vacation, unreimbursed expenses, which shall be paid in a single lump sum on the day the Employment Term ends, and (ii) any other rights provided benefits in accordance with the terms of any Plans and Incentive Programs of the Company. (b) Notwithstanding the foregoing, upon such termination, the Company shall prepare and execute the Release and present the Release to ▇▇▇▇▇ for execution. Upon execution of the Release by ▇▇▇▇▇, he shall be entitled to receive, commencing on the eighth day following execution of the Release, in lieu of the Company obligations described in Subsection (a) of this Section, which ▇▇▇▇▇ agrees to waive, (i) continuation for twenty-four (24) months of ▇▇▇▇▇'▇ current Base Salary, or Increased Base Salary, as applicable, in accordance with Section 10(a) hereof1.4 (without regard to ▇▇▇▇▇'▇ removal), (ii) severance payments any other amounts earned, vested, or owing but not yet paid under Section 1.1 through 1.8 above, (iii) a pro-rata portion of any Incentive Programs to the extent that such amount would have been earned in accordance with the form terms of semi-monthly payment such Incentive Programs specified in Section 1.8 above for the then current fiscal year of the Employee's base salary Company, without regard to a requirement, if any, set forth in Incentive Programs of employment with the Company at date of payment under such Incentive Programs (as iv) a payment equal to any unused vacation and unreimbursed expenses, (v) any other benefits in effect accordance with the terms of any Plans and Incentive Programs of the Company without regard to a requirement, if any, set forth in Plans or Incentive Programs of employment with the Company at date of payment under such Plans or Incentive Programs, and (vi) to the extent not provided in (v) directly above, health insurance for ▇▇▇▇▇ and eligible family members and disability insurance for ▇▇▇▇▇, for a period of twenty-four (24) months from the date of termination pursuant to Section 5.4(a), each with coverage and at a cost identical to that provided ▇▇▇▇▇ immediately prior to such termination) . Upon Termination Without Cause, Company shall have no liability or obligation to ▇▇▇▇▇ except as set forth in Section 5.4 and of in the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period or otherwiseRelease.

Termination Without Cause. Upon i. The Company may terminate this Agreement and the termination Executive’s employment without Cause at any time upon thirty (30) days advance written notice to the Executive from the Board of Directors. ii. If the Company terminates this Agreement without Cause within twelve (12) months following a Change in Control, then in addition to any benefits he may be entitled to receive under law or regulation or under paragraph 4(c) above, the Executive shall be entitled to receive from the Company, without any duty to mitigate, a severance package consisting of: (A) a lump-sum payment equal to twelve (12) months of the Employee's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive Executive’s then-current annual base salary; (iB) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary first twelve (12) months of premiums incurred by the Executive and his eligible dependents in continuing his health benefits under the Company’s group medical plan pursuant to COBRA or similar state law, as in effect immediately prior to applicable, so long as the Executive elects and is eligible for such termination) and continued coverage (or, if the Company has not yet secured such group medical coverage, payment of the Pro-Rata Bonus Amount (as defined below) actual costs incurred by the Executive to obtain medical coverage comparable to that he had immediately before he left the last job he held before joining the Company, for a period of 12 twelve (12) months following after his termination of employment); (C) payment of outstanding expenses otherwise subject to reimbursement hereunder; (D) a prorated portion of any annual bonus that would otherwise have been awarded to Executive for services rendered to the Company up to the date of termination, if any; and (E) Company-paid executive-level outplacement services for up to twelve (12) months after the effective date of such terminationthe Executive’s termination at a cost of no more than $30,000.00 or until he obtains other comparable employment, and whichever occurs first. iii. If the Company terminates this Agreement without Cause after January 1, 2005 other than within twelve (iii12) continuation of the medical months following a Change in Control, then in addition to any benefits coverage he may be entitled to which the Employee is entitled receive under Section 5(c) hereof over the 12 month period provided in clause (iilaw or regulation or under paragraph 4(c) above, with the Executive shall be entitled to receive from the Company, without any duty to mitigate, a severance package consisting of: (A) a lump-sum payment equal to twelve (12) months of the Executive’s then-current annual base salary; (B) payment of the first twelve (12) months of premiums incurred by the Executive and his eligible dependents in continuing his health benefits under the Company’s plan pursuant to COBRA or similar state law, as applicable, so long as the Executive elects and is eligible for such continued coverage (or, if the Company has not yet secured such group medical coverage, payment of the actual costs incurred by the Executive to be provided at obtain medical coverage comparable to that he had immediately before he left the same level and last job he held before joining the Company, for a period of twelve (12) months after his termination of employment); (C) payment of outstanding expenses otherwise subject to the same terms and conditions reimbursement hereunder; (including, without limitation, D) a prorated portion of any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences annual bonus that would otherwise have been awarded to Executive for the Employee) as in effect from time services rendered to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior up to the date of his termination, or if any; and (bE) Company-paid executive-level outplacement services for up to twelve (12) months after the average effective date of the three most recent annual cash bonuses paid Executive’s termination at a cost of no more than $30,000.00 or until he obtains other comparable employment, whichever occurs first. iv. For the avoidance of doubt, the Executive will not be entitled to any of the Employee termination benefits set forth in subparagraph 5(b)(ii) or 5(b)(iii) above in the event of the Company’s termination of Executive’s employment for any reason prior to January 1, 2005 unless Executive is terminated without cause following a Change in Control that occurs prior to January 1, 2005 under which circumstance the date Executive will receive the severance benefits set forth in 5(b)(ii) above. v. As a condition to his entitlement to a severance package under subparagraph 5(b)(ii) or 5(b)(iii) above, the Executive will sign a general release of his termination. The rights of the Employee and the obligations claims in favor of the Company under this and its affiliates which also acknowledges his obligation to abide by the provisions set forth in Section 10(b7 herein. vi. As used herein, “Change in Control” shall be deemed to have occurred if: (A) shall remain A third person other than Shareholders on the date hereof or their Affiliates, including a “group” as such term is defined in full force and effect notwithstanding the expiration Section 13(d)(3) of the Employment PeriodSecurities Exchange Act of 1934, whether by failure becomes the direct or indirect beneficial owner of shares of the Compensation Committee Company having more than fifty percent (50%) of the total number of votes that may be cast for the election of directors of the Company; (B) The Company sells all or substantially all of its assets; (C) The Company enters into any transaction in which more than fifty percent (50%) of the Company’s voting power is transferred to extend Persons other than the Shareholders on such period date or otherwisetheir Affiliates; or (D) The Shareholders of the Company approve dissolution or complete liquidation of the Company. Shareholders means the Shareholders of the Company on the date hereof and Affiliates means any Persons controlled by, controlling or under common control with any Shareholder. Person means any person or entity. If the Company accepts an investment for the purpose of raising cash to fund operations and/or to make an acquisition and such a transaction results in a change in ownership of 50%. then this shall not be deemed a Change in Control provided that the make up of the Company’s Board of Directors is not changed except by the sole addition of no more than two (2) new board members to represent the interests of the party(ies) investing in the Company.

Termination Without Cause. Upon OR BY EXECUTIVE FOR GOOD REASON PRIOR TO EXECUTIVE OR COMPANY NON-EXTENSION OF THIS AGREEMENT. If Executive’s employment is terminated (x) by the termination Company other than for Cause (and other than due to the Executive’s death or Disability) or (y) by Executive for Good Reason, in each case prior to Executive’s or the Company’s non-extension of the Employee's employment Employment Term as a Termination Without Causeprovided in Section 2 hereof, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against then the Company under this Agreement except shall pay or provide Executive with the right following, subject to receive the provisions of Section 20 hereof: (i) the payments and other rights provided for in Section 10(a) hereof, Accrued Benefits; (ii) severance payments subject to Executive’s continued compliance with the obligations in the form of semi-Sections 8, 9 and 10 hereof, an amount equal to Executive’s monthly payment of the Employee's base salary (Base Salary rate as in effect immediately on the date of termination, paid in accordance with the Company’s regular payroll processes for a period of eighteen (18) months following such termination (but in any event no less frequently than monthly); 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 20 hereof), any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior to thereto; (iii) in the event that such terminationtermination occurs within six (6) and months following a Change of the Pro-Rata Bonus Amount Control (as defined below), Executive’s continued payment of Executive’s monthly Base Salary rate referred to in Section 7(d)(ii) above shall continue for an additional six (6) month period, for a period total of 12 twenty-four (24) months of continued payment of Executive’s monthly Base Salary, and Executive shall receive an additional payment equal to fifty percent (50%) of Executive’s Annual Bonus, if any, earned in the calendar year prior to the termination year with such additional payment to be made within sixty (60) days following Executive’s final day of employment; 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 20 hereof), any such payment scheduled to occur during the first sixty (60) days following the effective date termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such termination, termination and (iiishall include payment of any amount that was otherwise scheduled to be paid prior thereto. Payments and benefits provided in this Section 7(d) continuation shall be in lieu of any termination or severance payments or benefits for which Executive may be eligible under any of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) aboveplans, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers policies or programs of the Company generally. For or under the purposes Worker Adjustment Retraining Notification Act of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, 1988 or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment Period, whether by failure of the Compensation Committee to extend such period any similar state statute or otherwiseregulation.

Termination Without Cause. Upon If the termination of the EmployeeCorporation shall elect to terminate Officer's employment as a Termination Without Cause, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive (i) the payments and other rights provided for in Section 10(a) hereof, (ii) severance payments in the form of semi-monthly payment of the Employee's base salary (as in effect immediately without "cause" prior to such termination) and of the Pro-Rata Bonus Amount (as defined below) for a period of 12 months following the effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to the date of his termination, or (b) the average of the three most recent annual cash bonuses paid to the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration of the Employment PeriodPeriod (including prior to the expiration of any extension period), whether by failure then: 2.4.1 The Corporation shall provide to Officer a Notice of Termination (as defined in Section 3.4.4) setting forth the reason for the termination of his employment, and Officer's employment shall be terminated as of the Compensation Committee date Officer receives the Notice of Termination; 2.4.2 The Corporation shall pay to extend Officer the following amounts: (i) To the extent not theretofore paid, Officer's base salary through the Date of Termination, at the rate in effect on the date the Notice of Termination was given, along with any earned but unpaid bonuses, in a lump sum in cash within 30 days after the Date of Termination (as defined in Section 3.4.4) ; and (ii) In the case of compensation previously deferred by Officer, all amounts of such compensation previously deferred and not yet paid by the Corporation, in a lump sum in cash within 30 days after the Date of Termination; and (iii) An amount equal to eighteen (18) months of Officer's annual base salary, based upon Officer's base Salary as in effect on the date the Notice of Termination was given ("Base Salary Upon Termination"), payable on the Company's regular payroll dates over the eighteen (18) month period commencing on the Date of Termination at the rate of Officer's Base Salary Upon Termination; and 2.4.3 The Corporation shall, promptly upon submission by Officer of supporting documentation, pay or otherwisereimburse to Officer all costs and expenses paid or incurred by Officer prior to the Date of Termination which would have been payable under Section 3.3.2; and 2.4.4 For a period the longer of (i) eighteen (18) months from the Date of Termination or (ii) the remainder of the Employment Period if Notice of Termination had not been given, Officer and his family shall be permitted to continue to participate in all life, accidental death, disability, medical, dental and other insurance plans of the Corporation. If, despite the provisions of this Section 2.4, benefits shall not be available under any of such plans because Officer is no longer an employee of the Corporation, the Corporation itself shall, to the extent necessary, pay or provide for payment of such benefits to Officer and/or Officer's family, in each case at the time such payments would be payable pursuant to the terms of such plans. However, Officer shall not accrue any further benefits other than those required by law and will achieve vested status in any other benefits offered by the Corporation under this Agreement or any other benefit plan.

Termination Without Cause. Upon (i) Subject to the termination provisions of Article 12(c)(ii) below, and provided there has been no Change in Control (as defined in Article 12(c)(v) below), in the Employee's event the Corporation dismisses Executive without Cause from employment as in a Termination Without Causesenior executive capacity with the Corporation, neither the Employee nor the Employee's beneficiaries or estate will have any further rights or claims against the Company Corporation shall continue to fulfill its obligations under this Agreement except until the right to receive later of: (iA) the payments and other rights provided for in Section 10(adate six months following Executive's dismissal, or (B) hereof, (ii) severance payments in the form of semi-monthly payment end of the Employee's base salary (as in effect immediately prior to such termination) and Employment Period. For purposes of determining the end of the Pro-Rata Bonus Amount (as defined below) for Employment Period under this Article, Executive shall be deemed to have received a period Notice of 12 months following the Nonrenewal effective date of such termination, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof over the 12 month period provided in clause (ii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. For the purposes of this Agreement, "Pro-Rata Bonus Amount" shall mean one-twenty-fourth (1/24th) of the greater of (a) the most recent annual cash bonus paid to the Employee prior to on the date of his terminationdismissal without Cause, or unless he has already received a Notice of Nonrenewal, in which event such prior Notice of Nonrenewal shall be controlling. (bii) Provided there has been no Change in Control (as defined in Article 12(c)(v) below), if Executive takes other full-time employment during the average six-month period following his dismissal without Cause, then the Corporation's obligation to Executive shall be limited to payment of Executive's Base Annual Executive Compensation for the balance of said six-month period. Provided there has been no Change in Control (as defined in Article 12(c)(v) below), if Executive takes other full-time employment after the end of the three most recent annual cash bonuses paid to six-month period following his dismissal without Cause but before the Employee prior to the date of his termination. The rights of the Employee and the obligations of the Company under this Section 10(b) shall remain in full force and effect notwithstanding the expiration end of the Employment Period, whether by failure the Corporation's obligations to Executive under this Agreement shall cease upon Executive's taking such other full-time employment. (iii) In the event that a Change in Control occurs during the Employment Period and either [A] Executive is dismissed without Cause from employment in a senior executive capacity up to and including twelve (12) months from such Change in Control or [B] Executive voluntarily leaves the employ of the Compensation Committee Corporation up to extend and including twelve (12) months from such Change in Control, then in either case the Corporation shall continue to fulfill its obligations under this Agreement for a period of twelve (12) months from such dismissal without Cause or otherwisevoluntary departure, as the case may be; provided, however, that if Executive takes other full-time employment during said twelve-month period, the Corporation's obligation to Executive for the balance of said twelve-month period shall be limited to payment of Executive's Base Annual Executive Compensation. (iv) Notwithstanding anything to the contrary in this Agreement, the Corporation, in its sole and absolute discretion, may accelerate the payment of any amounts payable under Article 12(c) hereof to Executive, provided, however, that accelerating such payments does not affect Executive's eligibility to continue his insurance benefits on the same basis (both with respect to coverage and contributions) as the Corporation's active employees until such time as he would have received the last amount payable under Article 12(c) hereof had payment thereof not been accelerated pursuant to this Article 12(c)(iv).