Common use of Termination Without Cause Clause in Contracts

Termination Without Cause. In the event Executive’s employment with the Company is terminated by the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.

Termination Without Cause. In the event Upon a termination of Executive’s employment with the Company is terminated by the Company Employer without Cause“cause”, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits under Section 5(d) subject which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the terms date of termination and conditions for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the applicable plan documents Executive and arrangementsthe Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, as amended from time notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to timeprovide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. In the event Executive’s employment with At any time the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is terminated by the Company without Causenot a termination under any of Sections 5.1, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder (the “Continuation Period”), (iii) continue to provide the Executive with the benefits he/she was receiving under Section 4.2 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive and (iv) within thirty days of Executive’s termination, pay Executive an amount for any unused vacation days accumulated as of the date of termination. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.2, then the Company shall make a cash payment, within thirty days of Executive’s termination, equal to his Base Annual Salary the value of the Benefits that otherwise would have accrued for the year in Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the termination occurs in a lump sum cash payment as soon as administratively feasible following plans. The Company’s good faith determination of the Date amount that would have been contributed or the value of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There any Benefits that would have accrued under any plan shall be an automatic acceleration binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of TerminationExecutive’s Stock Options, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the futureif any, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant subject to the terms of any option agreement(s) to which the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted are parties. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to Executivethe date of termination, subject, however, to the provisions of Section 4.1). Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with For all purposes under this Agreement, the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding failure by the calendar year of Executive’s Date of Termination shall be paid when Company to offer to renew the AICP bonus for other participants is paid but in no event later than March 15th Agreement following the expiration of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under Initial Term or any AICP for the calendar year of his Date of Termination (a) calculated Renewal Term on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of hereunder shall be treated as if the applicable plan documents and arrangements, Company terminated this Agreement pursuant to this Section 5.2.” 3. Section 5.5(d) is amended to read in its entirety as amended from time to time.follows:

Termination Without Cause. In the event Executive’s employment with the Company is terminated by the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the Upon a termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and 's employment by Employer without "cause," Executive shall be entitled to all receive a payment equal to twelve (12) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive's "Base Salary" at any time shall be the Executive's annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such payment shall be made to Executive in a single lump sum payment to be made in accordance with Section 17 hereof. In addition, Employer shall continue to provide the Executive with the hospital, health, medical and life insurance benefits under Section 5(dwhich the Executive is receiving at the time of such termination for a period of twelve (12) subject months after such termination. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the terms date of termination and conditions for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without "cause." However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the applicable plan documents Executive and arrangementsthe Employer shall have no further obligation to provide any further benefits to the Executive, except as amended from time expressly set forth herein. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to timeprovide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. In the event Executive’s employment with At any time the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is terminated by the Company without Causenot a termination under any of Sections 5.1, 5.5 or 5.6), the Company shall (i) pay to the Executive an amount any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period of twelve (12) months from notice of termination hereunder (the “Continuation Period”), (iii) continue to provide the Executive with the benefits he/she was receiving under Section 4.2 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to his Base Annual Salary the value of the Benefit that otherwise would have accrued for the year in Executive's benefit under the plan, for the period during which such Benefits could not be provided under the termination occurs in a lump sum cash payment as soon as administratively feasible following plans. The Company's good faith determination of the Date amount that would have been contributed or the value of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There any Benefits that would have accrued under any plan shall be an automatic acceleration binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of TerminationExecutive's Stock Options, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the futureif any, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant subject to the terms of any option agreement(s) to which the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executiveare parties. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the The Company shall pay Executive his award under any AICP have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the calendar year date of his Date termination, subject, however, to the provisions of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the planSection 4.1, and (cy) payable at payment of compensation for unused vacation days). For all purposes under this Agreement, the failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of hereunder shall be treated as if the applicable plan documents and arrangements, as amended from time Company terminated this Agreement pursuant to timethis Section 5.2.

Termination Without Cause. In the event Except as provided in Section 6.3, if Executive’s employment with the Company is terminated by the Company without (other than for Permanent Disability, death or Cause), the Company Executive shall pay Executive an amount equal receive such payments, if any, under applicable plans or programs, including but not limited to his Base Annual Salary for the year those referred to in Section 4.1 hereof, to which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which he is accelerated or otherwise enhanced 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 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 LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary immediately preceding sentence, which amount shall be paid through equal to the sum of: (i) the actual bonus, if any, he would have received in respect of the fiscal year in which his Date termination occurs, prorated by a fraction, the numerator of Termination which is the number of days in accordance with such fiscal year prior to the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year date of Executive’s Date termination and the denominator of Termination shall be paid when the AICP bonus for other participants which is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition365, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time as bonuses are paid to other participants executives; (ii) two times Executive’s annual Base Salary; plus one times Executive’s Target Bonus; payable in the plan receive payment but no later than March 15th a lump sum within 30 days following such termination of employment; provided that if such termination occurs within 90 days prior to calendar year end, amount shall be payable on January 1 of the calendar year following the end date of the calendar year of the Date of Termination. Executive shall be reimbursed Executive’s termination; and (b) continued coverage for all expenses incurred a 24-month period under any employee medical, health and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation life insurance plans in accordance with the Company’s vacation policyrespective terms thereof applicable to active employees (other than the requirement of continued employment); provided, as amended from time to timehowever, that payments and Executive benefits due hereunder shall be entitled to all benefits under Section 5(d) subject reduced by any amounts owed by Executive to the terms and conditions Company. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the applicable plan documents amounts payable to Executive under any of the provisions of this Agreement and arrangements, as amended from time to timesuch amounts shall not be reduced whether or not Executive obtains other employment.

Termination Without Cause. In WG may terminate Employee's employment without Cause at any time with 90 days' prior written notice. Any Termination without Cause shall be effective only upon expiration of the event Executive’s employment with 90-day notice period. During the Company 90-day notice period, Employer shall continue paying Employee's salary, and at the sole discretion of WG, Employee may continue to perform the duties of the Position or he may cease performing such duties. At the end of such 90-day notice period, Employer shall pay a portion of the Incentive Compensation to which Employee would have been entitled for the calendar year in which such termination is terminated by effective, pro-rated to the Company effective date of such Termination without Cause. No later than 30 days from the effective date of any such Termination without Cause, the Company WG shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in provide Employee with a lump sum cash severance payment as soon as administratively feasible following equal to one year's salary at the Date rate then in effect minus any applicable withholding taxes. In addition, for a period of Termination but no later than 70 days one year after the Date effective date of such Termination without Cause, WG shall continue to provide or pay: (subject a) the applicable premiums for all employee health, welfare and fringe benefits provided to Employee under clause (iii) of Section 7(h))6 hereof prior to the effective date of such Termination without Cause, and (b) the use of an automobile pursuant to clause (v) of Section 6 hereof. There The benefits provided under clauses (a) and (b) of the previous sentence shall be an automatic acceleration at the same level of coverage in effect on the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Effective Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practicessame terms as those that would have applied but for such Termination without Cause. Any unpaid AICP bonus for a Upon the expiration of such one-year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In additionperiod, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive Employee shall be entitled to all benefits under Section 5(d) subject elect continuation health insurance coverage pursuant to the terms Consolidated Omnibus Budget Reconciliation Act ("COBRA"). Employer shall have no further obligation to pay any other compensation or provide any benefits other than those to which Employee may be entitled pursuant to WG's plans and conditions programs in effect on the effective date of any Termination without Cause; provided, however, that any medical and hospital insurance benefits to which Employee may be entitled, during both the applicable plan documents one-year period after Termination without Cause and arrangementsduring the COBRA period, shall be at least at the same level as amended from time to timerequired under clause (iii) of Section 6 hereof.

Termination Without Cause. In Notwithstanding anything herein to the event contrary, it is understood and agreed that the Company may terminate Executive’s employment with for any reason or for no reason at any time or elect not to renew the period of Executive’s employment pursuant to this Agreement. If the Company is terminated by terminates Executive’s employment for other than Cause or death or Disability or if the Company without Causeelects not to renew the period of Executive’s employment pursuant to this Agreement, the Company shall have no further obligations to Executive under this Agreement other than (a) the timely payment of the Accrued Obligations, and (b) provided Executive executes a Separation and General Release Agreement in a form reasonably satisfactory to the Company, (i) a payment of severance pay Executive an in the aggregate amount equal of one times Executive’s annualized rate of base salary from the Company in effect immediately prior to his Base Annual Salary Separation Date (“Severance Pay”); (ii) any earned but unpaid bonus related to the Company’s performance for any period preceding the current fiscal quarter; (iii) a prorated portion of Executive’s bonus for the year fiscal quarter in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and his employment terminates to the extent the provisions bonus is payable to all employees for such time period; and (iv) the COBRA Benefit (as hereinafter defined). Such Severance Pay, if any, shall be paid in twelve substantially equal monthly installments (without interest, with each installment equal to approximately 1/12th of the aggregate Severance Pay amount) beginning thirty days after Executive’s Separation Date. The Company’s obligation to provide such Severance Pay, bonus pay, and COBRA Benefit (or continue to provide such benefits, as the case may be) is subject to the condition precedent that Executive not breach any material term of this Section 7(c) change the terms Agreement. For purposes of such Equity-Based Awards held by this Agreement, if Executive now or in the future, this Section 7(c) shall be deemed an amendment is entitled to the agreement between “COBRA Benefit,” the Company and Executive setting forth shall, during the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, period (not to exceed eighteen (18) months) following Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according Separation Date which the Company is required to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced provide continued medical coverage to Executive pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In additionConsolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall either pay or reimburse Executive his award under any AICP for the calendar year one hundred percent (100%) of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) Executive’s COBRA premiums to continue for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at such period the same time other participants or reasonably equivalent medical coverage for Executive (and, if applicable, Executive’s eligible dependents) as in effect immediately prior to the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of TerminationSeparation Date. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall not be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timeany additional compensation.

Termination Without Cause. In the event The Company may terminate Executive’s employment with at any time without Cause (as defined below). If Executive’s employment by the Company is terminated by the Company without Cause, Executive will be entitled to: 5.1.1. payment of all accrued and unpaid base salary through the Company shall pay date of such termination; 5.1.2. provided the Release under Section 5.2 has been executed and become effective and enforceable in accordance with its terms following expiration of the applicable revocation period and Executive an amount complies with the Restrictive Covenants (as set forth in Section 6), monthly severance payments equal to his Base Annual Salary one-twelfth of Executive’s base salary as of the date of such termination for a period equal to twelve (12) months (the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)“Severance Period”). There shall The first such payment will be an automatic acceleration of made on the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months sixtieth (60th) day following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights “separation from service” (as such term is defined under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, Internal Revenue Code Section 409A (“Code Section 409A”) and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive Treasury Regulations thereunder and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall remaining payments will be paid through his Date of Termination made in accordance with the Company’s normal payroll practicesschedule for salaried employees; and 5.1.3. Any unpaid AICP bonus provided the Release under Section 5.2 has been executed and become effective and enforceable in accordance with its terms following expiration of the applicable revocation period and Executive complies with the Restrictive Covenants (as set forth in Section 6), the Company will reimburse Executive for a year preceding the cost he incurs for continuation of Executive’s health insurance coverage under COBRA (and for his family members if Executive provided for their coverage during his or her employment) during the Severance Period and in accord with the NSP plan applicable to NSP employees currently in effect. Executive shall, within thirty (30) days after each monthly COBRA payment during the Severance Period for which he is entitled to reimbursement in accordance with the foregoing, submit appropriate evidence of such payment to the Company, and the Company shall reimburse Executive, within ten business days following receipt of such submission. During the period such health care coverage remains in effect hereunder, the following provisions shall govern the arrangement: (i) the amount of the COBRA costs eligible for reimbursement in any one (1) calendar year of Executive’s Date coverage will not affect the amount of Termination shall such costs eligible for reimbursement in any other calendar year for which such reimbursement is to be paid when provided hereunder; (ii) no COBRA costs will be reimbursed after the AICP bonus for other participants is paid but in no event later than March 15th close of the calendar year following the end calendar year in which those costs were incurred; and (iii) Executive’s right to the reimbursement of such costs cannot be liquidated or exchanged for any other benefit. In the event the Company’s reimbursement of the calendar year reimbursable portion of the applicable AICP bonus. In additionany COBRA payment hereunder results in Executive’s recognition of taxable income (whether for federal, state or local income tax purposes), the Company shall pay Executive his award under any AICP for will report such taxable income as taxable W-2 wages and collect the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to timewithholding taxes, and Executive shall will be entitled to all benefits under Section 5(d) subject to responsible for the terms and conditions payment of the applicable plan documents and arrangements, as amended any additional income tax liability resulting from time to timesuch coverage.

Termination Without Cause. In The Employer may terminate the event Executive’s employment with for any reason upon thirty (30) days prior written notice to the Company Executive. If the Executive’s employment is terminated by the Company without CauseEmployer for any reason other than the reasons set forth in subparagraphs a, b or c of this Section 5, subject to the Executive’s compliance with Sections 8 and 9 of this Agreement, the Company shall pay Executive an 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; ii. any rights and benefits (if any) provided under plans and programs of the Employer, determined in accordance with the applicable terms and provisions of such plans and programs; iii. continuation of the Executive’s Base Salary as in effect immediately prior to the date of his termination of employment for a period equal to the lesser of two (2) years or the remainder of the term of this Agreement (such period shall hereinafter be referred to as the “Continuation Period”); provided, that these payments will be made in separate, equal payments no less frequently than monthly over the Continuation Period; and iv. the Employer shall continue to provide medical, dental, life insurance and other welfare benefits (the “Welfare Benefits”) to the Executive, his Base Annual Salary spouse and his eligible dependents for the year in which Continuation Period on the termination occurs in a lump sum cash payment same basis and at the same cost as soon as administratively feasible following such benefits were provided to the Date Executive immediately prior to his date of Termination but no later than 70 days termination; provided that if the terms of the plans governing such Welfare Benefits do not permit such coverage, the Employer will provide such Welfare Benefits to the Executive with the same after tax effect. Notwithstanding the Date of Termination (subject foregoing, the Welfare Benefits otherwise receivable by the Executive pursuant to this Section 7(h)). There 5(d)(iv) shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and reduced or eliminated to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment becomes eligible to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable receive comparable Welfare Benefits at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended substantially similar costs from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timeanother employer.

Termination Without Cause. In the event Executive’s (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months after a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without cause at any time upon providing you with the Company is terminated by notice or pay in lieu of notice to which you are entitled under the Company without CauseStatutory Notice. In exchange for and conditional upon you signing and returning a full and final Release of all claims in the form attached hereto as Schedule C, the Company shall will provide you with notice or pay Executive an amount equal to his Base Annual Salary for in lieu of notice beyond that required by the year Statutory Notice – in particular, the Company will provide you with working notice of termination (in which case all of your terms and conditions of employment including compensation and benefits, subject to the termination occurs in applicable insurer’s terms of coverage, will continue during the working notice period, or Base Salary continuance, or a lump sum cash payment as soon as administratively feasible following of Base Salary, or an equivalent combination of any of the Date foregoing, in the amount of Termination but no later than 70 days after twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Date Company, up to a combined maximum of Termination eighteen (subject to Section 7(h)18) months (the “Notice Period”). There shall be an automatic acceleration It is within the Company’s sole discretion to decide whether to provide working notice, Base Salary Continuance, or a lump sum payment of Base Salary, or a combination of the vesting of any Equity-Based Awards granted to Executive by foregoing, for the Company that were scheduled to vest by their terms within 12 months following the Date of TerminationNotice Period. The Notice Period is inclusive of, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be not in addition to, and not in limitation ofthe Statutory Notice. If the Company elects to provide Base Salary Continuance or a lump sum payment of Base Salary for all or part of the Notice Period, the value or benefit portion of any Equity-Based Awardsthe Notice Period covered by such payment(s) shall be defined as the “Payment Period”. The parties further agree as follows, also conditional upon you signing and returning a full and final Release of all claims in the form attached hereto as Schedule C: (i) subject to the applicable insurer’s terms of coverage, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant Company will arrange for you to continue to receive group benefits insurance coverage up to the terms earlier of (i) the end of the LTIP Notice Period, or agreement heretofore or hereafter adopted between Executive and (ii) the date you commence full-time employment. In the event the insurer does not continue coverage, the Company regarding Equitywill pay you an amount equivalent to the cost of the monthly premiums the Company would have paid on your behalf for the group benefits insurance coverage that are terminated; (ii) you will receive an Average Bonus pro-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with rated for the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th period of the calendar year that you actually worked, up to your last day at work, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive 3 months of your Average Bonus. Payment of your pro-rated Average Bonus will be within four (4) weeks of the termination date provided that if a bonus has not yet been determined for the preceding completed calendar year, the Company will first make that determination in the ordinary course using relevant criteria in a manner consistent with prior practice so that the Average Bonus can then be determined and paid. For clarity, it is expressly agreed that you will not be entitled to any bonus whatsoever for any period of time after your last actual day at work, including during the Payment Period; (iii) the Company will pay the contributions to your retirement savings plan the Company would have paid on your behalf during the Notice Period; and (iv) notwithstanding any provision in this Agreement or in the Pre-IPO Equity Plan, the Equity Incentive Plan and any subsequent incentive compensation plan to the contrary, the Company will extend the vesting and exercise rights of your vested and unvested options and other deferred compensation as follows: a. for stock options granted under the Pre-IPO Equity Plan and any prior stock option plan, the stock options will continue vesting until the end of the Notice Period, at which time all unvested options will be null and void, and all vested stock options will be exercisable until the earlier of the original expiry date of the options and the date that is three (3) months following the end of the calendar year Notice Period; and b. for stock options and other deferred compensation granted under the 2014 Equity Incentive Plan and any subsequent incentive compensation plan, the stock options and other deferred compensation will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis original expiry date of the Company stock options and Executive having fully met all performance criteria deferred compensation and the date that is six (financial, personal 6) months after the date your employment terminates. Any payment in lieu of notice provided to you will be inclusive of any termination or otherwise) for a target bonus (which severance pay owing to you under applicable employment standards legislation and subject to statutory withholdings and other regular payroll deductions. You will not include be entitled to receive any multiplier that may be applicable to result further pay or compensation except (i) as expressly set out in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the planthis Agreement, and (cii) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred pay, if any, accrued and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits owing under Section 5(d) subject this Agreement up to the terms and conditions date of the applicable plan documents and arrangements, as amended from time to timetermination of your employment.

Termination Without Cause. Notwithstanding anything to the contrary in this Agreement, the Company may, at any time, terminate Employee’s employment without Cause (as defined above) by giving Employee at least thirty (30) days prior written notice of the effective date of Employee’s termination. In the event Executive’s of such termination of employment with the Company is terminated by the Company without Cause, the Company Employee shall pay Executive be entitled to receive (i) Earned Pay, (ii) severance benefits, which shall consist of an amount after-tax, lump sum payment equal to his Base Annual the Company’s share of Employee’s medical coverage under the Company’s group health plan, measured as if Employee properly and timely elected continuation coverage as prescribed by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for the Severance Period (defined in Section 5.2 below) (the “COBRA Cash Stipend”), (iii) severance pay, which shall be equal to Employee’s Salary for the year Severance Period (as defined in which the termination occurs Section 5.2), payable in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination regular installments in accordance with the Company’s normal standard payroll practicespractices (“Severance Pay”), and (iv) pro-rata bonus (cash or equivalent). Any unpaid AICP bonus for a year preceding The Company shall commence payment of Severance Pay and shall pay the COBRA Cash Stipend and bonuses within sixty (60) days of Employee’s termination of employment; provided, that Employee has executed, delivered, and not revoked the Waiver and General Release described in Section 5.3 of this Agreement. In the event the sixty (60) day time period spans two (2) calendar year years, payment will begin or be made, as applicable, in the second calendar year. The first payment of Executivethe Severance Pay shall include any installments to which Employee would have been entitled had payments commenced upon the date of Employee’s Date termination of Termination employment. The Earned Pay shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time applicable policies and applicable law. Any vested benefits to time, which Employee is entitled under the Employee Benefit Plans and Executive vested RSUs and options shall be entitled to all benefits under Section 5(d) subject to paid in accordance with the terms and conditions of the applicable governing plan documents and arrangementsagreements. Employee must satisfy, as amended at all times, the conditions described in Section 5.3, Section 5.4, Article IV and Article VI to receive the COBRA Cash Stipend and continue to receive Severance Pay under this Section 5.1(b) following Employee’s termination of employment. If, during the Severance Period, Employee engages in any Restricted Activity with any Competing Business, Employee shall notify the Company in writing no later than five (5) business days from time the date Employee has commenced such Restricted Activity (“Commencement Date”). Further, upon determination by a court of competent jurisdiction that Employee has violated the restrictive covenants set forth in Article IV, Employee shall repay all Severance Pay paid to timeEmployee following the cessation of Employee’s employment with the Company.

Termination Without Cause. Company may, in its sole discretion, by written notice to Executive terminate Executive’s employment under this Agreement 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 event Executive’s employment with of such termination, Executive shall continue to be paid the Company Base Salary that Executive is terminated by the Company without Cause, the Company shall pay Executive an amount equal entitled to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment receive as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting date Executive is Terminated without Cause through the expiration of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of then current Term. Nothing in this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, affect Executive’s rights under to receive any Equity-Based Awards or other compensation rights or awards shall be determined according benefit which has been earned but not paid with respect to Executive’s performance prior to the controlling plan documents and award agreements, and the benefits provided date of such termination. The payments described in this Section 7(c7(e) regarding will be due Executive regardless of any subsequent employment attained by Executive’s Equity-Based Awards shall be in addition to, other than the following benefit. If Executive is eligible for and not in limitation oftimely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the value or benefit Employer shall reimburse the Executive monthly for the monthly COBRA premium paid by Executive for himself and his dependents for a period of any Equity-Based Awards, eighteen (18) months after the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to Termination Date (the “COBRA Reimbursement”). If the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents do not allow the Employer to continue to provide COBRA coverage to Executive and arrangementsExecutive's dependents beyond the expiration of the statutorily-proscribed COBRA period, as amended from time the Employer shall make monthly cash payments to timeExecutive in an amount equal to the monthly COBRA premium for coverage for Executive and Executive's dependents for the duration of the eighteen (18) month period. Provided, however, that Employer’s obligations under this provision for COBRA/health coverage shall terminate on the date on which the Executive enrolls in a group health plan offered by another employer that provides substantially similar coverage.

Termination Without Cause. In i. CTI may in its sole discretion terminate this agreement at any time without cause. If CTI does so, after Executive executes a legal release in the event form attached to this agreement, as that legal release may be modified or amended from time to time to ensure a final, complete and enforceable release of all claims that Executive has or may have against CTI relating to or arising in any way from Executive’s 's employment with the Company is terminated CTI, and provided that Executive does not thereafter revoke that legal release as permitted by the Company without Causeits terms, the Company CTI shall pay Executive an amount severance compensation equal to his Base Annual Salary the greater of the amount that would be payable to Executive pursuant to paragraph 2 for the year in which remainder of the termination occurs term of this Agreement OR 12 months of Executive's base salary under paragraph 2, above, in a lump sum cash payment as soon as administratively feasible following the Date of Termination but lump-sum, less legally required withholdings, no later than 70 thirty days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonustermination date. In addition, the Company CTI shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and up to $25,000 in outplacement services provided to Executive having fully met all performance criteria (financial, personal by a third-party outplacement consultant or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Terminationconsulting service. Executive shall be reimbursed reasonably select the outplacement provider and contract for outplacement services, and shall forward invoices for outplacement services to CTI, which shall promptly pay the invoiced amount directly to the outplacement provider. ii. If CTI terminates this agreement at any time without cause under this subparagraph, pays Executive all expenses incurred salary and vacation compensation earned and unpaid as of the termination date, and offers to pay Executive severance compensation in accordance with Section 5(e); Executive the amount and on the terms specified above, Coor's acts in doing so shall be paid all accrued unused vacation in accordance complete accord and satisfaction of any claim that Executive has or may at any time have for compensation or payments of any kind from CTI arising from or relating in whole or part to Executive's employment with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timeCTI and/or this agreement.

Termination Without Cause. Notwithstanding anything to the contrary in this Agreement, the Company may, at any time, terminate Employee’s employment without Cause (as defined above) by giving Employee at least thirty (30) days prior written notice of the effective date of Employee’s termination. In the event Executive’s of such termination of employment with the Company is terminated by the Company without Cause, the Company Employee shall pay Executive be entitled to receive (i) Earned Pay, (ii) severance benefits, which shall consist of an amount after-tax, lump sum payment equal to his Base Annual the Company’s share of Employee’s medical coverage under the Company’s group health plan, measured as if Employee properly and timely elected continuation coverage as prescribed by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for the Severance Period (defined in Section 5.2 below) (the “COBRA Cash Stipend”), (iii) severance pay, which shall be equal to Employee’s Salary for the year Severance Period (as defined in which the termination occurs Section 5.2), payable in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination regular installments in accordance with the Company’s normal standard payroll practices. Any unpaid AICP practices (“Severance Pay”), and (iv) the Employee’s full bonus (cash or equivalent) for a year preceding the prior calendar year if it has not yet been paid and the Employee’s full bonus (cash or equivalent) for the current calendar year. The Company shall commence payment of ExecutiveSeverance Pay and shall pay the COBRA Cash Stipend and bonuses within sixty (60) days of Employee’s Date termination of Termination employment; provided, that Employee has executed, delivered, and not revoked the Waiver and General Release described in Section 5.3 of this Agreement. In the event the sixty (60) day time period spans two (2) calendar years, payment will begin or be made, as applicable, in the second calendar year. The first payment of the Severance Pay shall include any installments to which Employee would have been entitled had payments commenced upon the date of Employee’s termination of employment. The Earned Pay shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time applicable policies and applicable law. Any vested benefits to time, which Employee is entitled under the Employee Benefit Plans and Executive vested RSUs and options shall be entitled to all benefits under Section 5(d) subject to paid in accordance with the terms and conditions of the applicable governing plan documents and arrangementsagreements. Employee must satisfy, as amended at all times, the conditions described in Section 5.3, Section 5.4, Article IV and Article VI to receive the COBRA Cash Stipend and continue to receive Severance Pay under this Section 5.1(b) following Employee’s termination of employment. If, during the Severance Period, Employee engages in any Restricted Activity with any Competing Business, Employee shall notify the Company in writing no later than five (5) business days from time the date Employee has commenced such Restricted Activity (“Commencement Date”). Further, upon determination by a court of competent jurisdiction that Employee has violated the restrictive covenants set forth in Article IV, Employee shall repay all Severance Pay paid to timeEmployee following the cessation of Employee’s employment with the Company.

Termination Without Cause. In The Company may terminate the event Executive’s employment with the Company is terminated by the Company without for any reason, or no reason at all, at any time; provided, that upon a Termination Without Cause, the Company shall provide the compensation and benefits set forth in this Section 8. In the event of a Termination Without Cause, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement. Upon the Executive’s Termination Without Cause, unless the Company otherwise elects as set forth hereinbelow, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which Executive, on the termination occurs in Termination Date, a lump sum cash payment amount, which is equal to the sum of (i) any Base Salary and bonus compensation earned but unpaid as soon as administratively feasible following of the Date Termination Date; plus (ii) the balance of Termination but no later than 70 days after Executive’s Base Salary through the Date end of Termination the then existing Term; and (subject iii) reimbursement of business expenses to which the Executive is entitled pursuant to Section 7(h)). There shall be an automatic acceleration 5 as of the vesting Termination Date. Notwithstanding the foregoing, upon termination, in lieu of any Equity-Based Awards granted a lump sum amount the Company may elect to continue paying to Executive by the Base Salary through the remainder of the then existing Term in accordance with customary Company that were scheduled to vest by their terms within 12 months following payroll policies. The Company shall also pay the Date of Termination, and Executive any amounts due to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of any Benefit Plans in which the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination was a participant, in accordance with the Company’s normal payroll practicesterms of such plans. Any unpaid AICP bonus In addition, provided the Executive properly elects COBRA continuation coverage, the Company shall reimburse the Executive for a year preceding the calendar year cost of COBRA premiums for health care coverage for the Executive and the Executive’s Date of Termination shall be paid when spouse and children, as applicable and to the AICP bonus extent eligible for other participants is paid but in no event later than March 15th of the calendar year any elected coverage, for up to six (6) months following the end of the calendar year of the applicable AICP bonusTermination Date. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all any vested benefits under Section 5(d) subject to the Restricted Stock Award Agreement as of the Termination Date in accordance with the terms and conditions of the applicable plan documents and arrangements, as amended from time to timethereof.

Termination Without Cause. In the event Except as provided in Section 6.3, if Executive’s 's employment with the Company is terminated by the Company without (other than for Permanent Disability, death or Cause), the Company Executive shall pay Executive an amount equal receive such payments, if any, under applicable plans or programs, including but not limited to his Base Annual Salary for the year those referred to in Section 4.1 hereof, to which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which he is accelerated or otherwise enhanced entitled pursuant to the terms of the LTIP such plans or agreement heretofore programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or hereafter adopted between awarded for prior periods, accrued vacation and expense incurred for which Executive and the Company regarding Equity-Based Awards granted is entitled to Executivereimbursement hereunder. Executive’s unpaid Base Annual Salary If Executive is terminated under this Section 6.1, Executive shall also be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination entitled to receive: (a) calculated on an amount in lieu of any other cash compensation beyond that provided in the basis immediately preceding sentence, which amount shall be equal to the sum of: (i) the actual bonus, if any, he would have received in respect of the Company fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive's termination and Executive having fully met all performance criteria (financialthe denominator of which is 365, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time as bonuses are paid to other participants executives; (ii) two times Executive's annual Base Salary; plus one times Executive's Target Bonus; payable in the plan receive payment but no later than March 15th a lump sum within 30 days following such termination of employment; provided that if such termination occurs within 90 days prior to calendar year end, amount shall be payable on January 1 of the calendar year following the end date of the calendar year of the Date of Termination. Executive shall be reimbursed Executive’s termination; and (b) continued coverage for all expenses incurred a 24-month period under any employee medical, health and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation life insurance plans in accordance with the Company’s vacation policyrespective terms thereof applicable to active employees (other than the requirement of continued employment); provided, as amended from time to timehowever, that payments and Executive benefits due hereunder shall be entitled to all benefits under Section 5(d) subject reduced by any amounts owed by Executive to the terms and conditions Company. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the applicable plan documents amounts payable to Executive under any of the provisions of this Agreement and arrangements, as amended from time to timesuch amounts shall not be reduced whether or not Executive obtains other employment.

Termination Without Cause. The Company may terminate this Agreement at any time for any reason, by delivering a written notice to Executive, effective thirty (30) days after Executive receives such notice in accordance with the terms hereof. In the event such an event, Executive’s sole remedy shall be: (1) to collect all unpaid Base Salary, accrued annual bonus or incentive compensation (including any unpaid, accrued annual bonus or incentive compensation from the immediately preceding year), accrued PTO, and all unreimbursed expenses payable for all periods through the effective date of termination (the foregoing amounts shall be paid on the date of termination of Executive’s employment); plus (2) Executive shall receive, in addition to the amounts specified above, the severance payments outlined below (the “Severance Payments”). Executive shall not be required to mitigate the amount of any Severance Payments received by seeking other employment with during the Company term of the severance period. However, should Executive obtain other employment during the term of the severance period, SG shall pay Executive, for the remaining length of the severance period, only the difference between his new salary and his Base Salary (as in effect at the time of termination), if the new salary is terminated by less than his Base Salary. For the Company without Causeavoidance of doubt, the Company shall pay not be obligated to make any Severance Payments thereafter if the new salary is greater than his applicable Base Salary. The Severance Payments shall be calculated as follows: (a) should the termination occur during the Initial Capital Raise Period, Executive an amount equal shall continue to receive his then-current Base Annual Salary for the year in which a period of three (3) months; (b) should the termination occurs in a lump sum cash payment as soon as administratively feasible occur during the one-year period immediately following the Date final day of Termination but no later than 70 days the Initial Capital Raise Period, Executive shall continue to receive his then-current Base Salary for a period of six (6) months; and (c) should the termination occur at any time during the Employment Period after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration one-year period immediately following the final day of the vesting Initial Capital Raise Period, Executive shall continue to receive his then-current Base Salary for a period of any Equity-Based Awards granted to twelve (12) months. The Severance Payment (less all applicable withholdings) will be paid in equal monthly installments over the applicable period immediately following termination of Executive’s employment, as applicable. The Company shall reimburse Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, for premiums for COBRA coverage for Executive (and to the extent he has family coverage, his family), provided that Executive elects such coverage, during the provisions applicable period when Executive is receiving Severance Payments. Should Executive obtain other employment during such period of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the futureCOBRA coverage, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth is provided the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according opportunity to the controlling plan documents and award agreements, and the obtain comparable health insurance benefits to those benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition toby SG, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, then the Company shall pay no longer reimburse Executive for premiums for COBRA coverage for Executive (and to the extent he has family coverage, his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonusfamily), (b) paid on from the basis of a deemed 12-month calendar year participation in the plandate Executive may obtain such health insurance benefits, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Terminationwhether or not Executive elects such coverage. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive The Company shall be entitled to all benefits under Section 5(d) subject to discontinue the terms and conditions Severance Payments in the event that Executive violates any of the applicable plan documents and arrangementsprovisions of Sections 4.9, as amended from time to time4.10 or 4.11.

Termination Without Cause. In At any time the event Company shall have the right to terminate this Agreement and the Executive’s employment hereunder without Cause by written notice to the Executive; provided, however, that the Company shall (a) pay to the Executive any unpaid Base Salary accrued through the effective date of termination specified in such notice within ten days after such termination, and (b) subject to the execution by the Executive of a release agreement containing standard terms in a form reasonably satisfactory to the Company, pay to the Executive, in monthly installments consistent with the Company’s normal payroll schedule during the six-month period following termination, subject to applicable withholding and other taxes, an amount equal to six months of the Executive’s then Base Salary, plus an amount equal to the COBRA premiums necessary to permit the Executive to continue group insurance coverage under the Company’s plans for a period of six months. The Company shall be deemed to have terminated the Executive’s employment pursuant to this Section 3.4 if such employment is terminated by the Company without Cause. The Company also shall reimburse the Executive’s reasonable business expenses incurred prior to the date of termination pursuant to this Section 3.4. Payments under subparagraph (b) above shall be treated as a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii), are subject to required tax and other withholdings, and shall be conditioned upon the Company Executive’s execution of a general release of claims that becomes irrevocable within 60 days of the Executive’s termination date. Any payments due to the Executive under subparagraph (b) above shall pay be forfeited if the Executive an amount equal fails to his Base Annual Salary for the year in which the termination occurs in execute a lump sum cash payment as soon as administratively feasible following the Date general release of Termination but no later than 70 claims that becomes irrevocable within 60 days after the Date of Termination (Executive’s termination date. If the foregoing release is executed and delivered and no longer subject to revocation within 60 days after the termination date, then the following shall apply: (i) To the extent any payments due to the Executive under subparagraph (b) above are not “deferred compensation” for purposes of Section 7(h)409A, then such payments shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). There The first such cash payment shall be an automatic acceleration include payment of the vesting of any Equity-Based Awards granted to Executive by the Company all amounts that were scheduled to vest by their terms within 12 months following the Date of Termination, and otherwise would have been due prior to the extent the provisions of this Section 7(c) change Release Effective Date under the terms of this Agreement had such Equity-Based Awards held by Executive now or payments commenced immediately upon the termination date, and any payments made thereafter shall continue as provided herein. The delayed payments shall in any event expire at the future, this Section 7(ctime such payments would have expired had such payments commenced immediately following the termination date. (ii) shall be deemed an amendment To the extent any payments due to the agreement between Company and Executive setting forth under subparagraph (b) above are “deferred compensation” for purposes of Section 409A, then such payments shall commence upon the 60th day following the termination date. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such awards payments commenced immediately upon the termination date, and any payments made thereafter shall form part of such agreement. Except continue as provided herein. The delayed payments shall in any event expire at the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year time such payments would have expired had such payments commenced immediately following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timetermination date.

Termination Without Cause. In The Board may, for any reason, without cause or a hearing, terminate this Agreement at any time upon prior written notice to the event ExecutiveAssistant Superintendent. Prior to terminating this Agreement without cause, the District shall communicate with the Assistant Superintendent about the Assistant Superintendent’s employment with and the Company is parties shall discuss whether the Assistant Superintendent’s employment relationship can be terminated by the Company without Causemutual agreement. In consideration for exercise of this right, the Company District shall pay Executive to Assistant Superintendent for the remainder of the unexpired term of this Agreement, or twelve (12) months, whichever is less, a sum equal to the difference between Assistant Superintendent’s monthly base salary at the salary rate in effect during the Assistant Superintendent’s last month of service and the amount which Assistant Superintendent earns from any other employment- related source (whether as employee, independent contractor, consultant or self-employed). For purposes of this Agreement, the term “salary” shall include only the Assistant Superintendent’s regular monthly base salary and shall not include the value of any other stipends, reimbursements or benefits received under this Agreement. Payments made pursuant to this early termination provision shall be made on a monthly basis. All payments made pursuant to this early termination provision shall be subject to all of District’s regular payroll deductions and shall be treated as salary payments. As a condition of payment, the Assistant Superintendent shall be obligated to seek other employment. Assistant Superintendent shall provide a monthly written statement to the Board President of efforts to secure such employment. If the Assistant Superintendent obtains other employment during this period, the Assistant Superintendent shall immediately notify the Board President in writing and submit evidence of all employment earnings each month. From the date that Assistant Superintendent obtains other employment forward, the District's monthly payments to the Assistant Superintendent shall be offset by an amount equal to his Base Annual Salary the Assistant Superintendent's income from other employment sources during this period, whether such employment be as consultant, independent contractor or employee. If the Assistant Superintendent is terminated without cause and elects to retire instead of fulfilling her obligation to seek other employment, the parties agree that, effective upon the date of the Assistant Superintendent’s retirement with CalSTRS or CalPERS, the District’s obligations to make the payments described in this paragraph shall end. If Assistant Superintendent elects to retire, then Assistant Superintendent shall inform the Board, in writing, of Assistant Superintendent’s intent to retire, the Assistant Superintendent shall file the required retirement documents with CalSTRS or CalPERS and, in a timely manner, provide copies of such documents to the Board President. Subject to the District’s insurance carriers’ rules, requirements and restrictions, the Assistant Superintendent shall also be entitled to the same District contribution toward health benefits as the Assistant Superintendent was receiving at the time of her termination, for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration remainder of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions unexpired term of this Section 7(cAgreement, a period of twelve (12) change months, or until the terms of Assistant Superintendent obtains other employment, whichever occurs first. Any such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards termination shall be in addition towriting, shall specify the effective date of the termination, and shall terminate all of the Assistant Superintendent’s employment rights and entitlements with the District. The Assistant Superintendent shall execute a full release of claims against the District and its officers, agents and employees, along with a statement acknowledging that Administrator waives the applicability of California Civil Code section 1542, as a condition for receipt of any severance payments; otherwise, no severance payments shall be required and termination shall be effective nonetheless. The parties agree that damages to the Assistant Superintendent which may result from the Board’s early termination of this Agreement cannot in limitation ofbe readily ascertained. Accordingly, the value or benefit parties agree that the damage payments made pursuant to this early termination clause, along with the District’s agreement to provide paid health benefits, constitutes reasonable liquidated damages for the Assistant Superintendent, fully compensates the Assistant Superintendent for all tort, Agreement, and other damages of any Equity-Based Awardsnature whatsoever, the exercisabilitywhether in law or equity, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will does not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on penalty. The parties agree that the basis District’s completion of a deemed 12-month calendar year participation in its obligations under this provision constitutes the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the CompanyAssistant Superintendent’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject sole remedy to the terms and conditions of fullest extent provided by law. Finally, the applicable plan documents and arrangementsparties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code sections 53260, as amended from time to timeet seq.

Termination Without Cause. In the event Executive’s employment with the Company is terminated by the Company without CauseCause (and other than as result of death or disability), then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits (collectively, the “Severance Benefits”): (a) The Company shall pay Executive, an amount equal to nine (9) months of Executive’s then-current Base Salary paid in equal installments on the Company’s normal payroll schedule over the nine month period immediately following the date of Separation from Service. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Executive’s Separation from Service and ending on the earliest to occur of: (i) nine (9) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Executive a taxable monthly payment in an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject monthly COBRA premium that Executive would be required to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted pay to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, continue Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to group health coverage in effect on the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year date of Executive’s Date of Termination employment termination (which amount shall be paid when based on the AICP bonus premium for the first month of COBRA coverage), which payments shall be made on the last day of each month regardless of whether Executive elects COBRA continuation coverage and shall end on the earlier of (x) the date upon which Executive obtains other participants is paid but in no event later than March 15th employment or (y) the last day of the 9th calendar year month following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the CompanyExecutive’s vacation policy, as amended Separation from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timeService date.

Termination Without Cause. During the Term, the Company may terminate the Employee's employment under this Agreement at any time for any reason other than Cause upon written notice specifying the date of termination and the Employee shall be entitled to the payments provided under this Section 7(b). In the event Executive’s employment with the Company is terminated terminates the Employee's employment for reasons other than Cause (which includes termination by the Company for what the Company believes to be Cause when it is ultimately determined that the Employee was terminated without Causecause), then the Employee shall receive severance payments as follows: (i) the Employee shall continue to receive his base salary on a monthly basis for the remainder of the calendar year in which such termination occurred, (ii) the Employee shall be paid an annual bonus for the calendar year in which such termination occurred equal to the average of the bonuses paid to the Employee for the three fiscal years preceding the year in which termination occurred (which bonus shall be payable within ninety days after the close of the fiscal year in which such termination occurs), and (iii) during the two calendar years following the year in which such termination occurs, the Company Employee shall receive annual severance pay Executive equal to the base salary in effect at the termination of employment plus an amount equal to his Base Annual Salary the average of the bonuses paid to the Employee for the three fiscal years preceding the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Terminationemployment is terminated, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary annual severance pay shall be paid through his Date of Termination in accordance with on a monthly basis during the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year two years following the end termination of the calendar year of the applicable AICP bonusemployment. In addition, the Company If there shall pay Executive his award under any AICP for the calendar year of his Date of Termination take place a Change in Control (aas defined in Section 7(d)) calculated on the basis of the Company and Executive having fully met all performance criteria (financialon or before termination of Employment, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive Employee shall be entitled to all benefits receive the total severance pay provided for under this Section 5(d7(b) subject in a single payment on the date of such Employee's termination, or if a Change in Control occurs after the date of such Employee's termination, the Employee shall be entitled to receive the terms and conditions total severance pay remaining to be paid pursuant to this Section 7(b) in a single payment on the date when a Change in Control occurs. In the event the independent accountants acting as auditors for the Company on the date of a Change in Control (or another accounting firm designated by them) determine that such single payment, together with other compensation received by the Employee that is a contingent on a Change in Control, would constitute "excess parachute payments" within the meaning of Section 280G of the applicable plan documents and arrangementsInternal Revenue Code of 1986, as amended from time and regulations thereunder, the single payment to timethe Employee shall be reduced to the maximum amount which may be paid without such payments being "excess parachute payments".

Termination Without Cause. The District may, for any reason, without cause or a hearing, terminate this Agreement at any time. In consideration for the event Executive’s employment with the Company is terminated by the Company without Causeexercise of this right, the Company District shall pay Executive an amount to President for the remainder of this Agreement or eighteen (18) months, whichever is less, a sum equal to his Base Annual Salary for the year difference between the President's salary rate in which effect during the termination occurs in a lump sum cash payment President's last month of service and the amount that the President earns from any other employment related source (whether as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)employee, independent contractor, consultant or self- employed). There Payments to the President shall be an automatic acceleration of made on a monthly basis unless the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonusDistrict agrees otherwise. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive President shall be entitled to all receive health and welfare benefits at the District's expense for an amount of time commensurate with the amount of time to which the President is entitled to the preceding payments or until the President finds other employment that provides health and welfare benefits, whichever occurs first. For purposes of this Agreement, the term "salary" shall include only the President's regular monthly base salary and shall not include the value of any other allowances, stipends, reimbursements or benefits received under Section 5(d) this Agreement. Payments made pursuant to this termination without cause provision may be subject to applicable payroll deductions and treated as compensation for state and federal tax purposes. No payments made pursuant to this early termination provision shall constitute creditable service or creditable compensation for retirement purposes. Payments made pursuant to this termination without cause provision shall be considered as final settlement pay and shall not count for any retirement purposes; accordingly, no deductions shall be made for retirement purposes. The parties agree that any damages to the terms President that may result from the District's early termination of this Agreement cannot be readily ascertained. Accordingly, the parties agree that the payments made pursuant to this termination without cause provision constitute reasonable liquidated damages for the President, fully compensate the President for all tort, contract and conditions other damages of any nature whatsoever, whether in law or equity, and do not result in a penalty: The parties agree that the applicable plan documents District's completion of its obligations under this provision constitutes the President's sole remedy to the fullest extent provided by law. Finally, the parties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code sections 53260, et seq. Notwithstanding any other provision of this Agreement to the contrary, if the District believes, and arrangementssubsequently confirms through an independent audit, that the President has engaged in fraud, misappropriation of funds, or other illegal fiscal practices, then the District may terminate the President and the President shall not be entitled to the cash, salary payments, health benefits or other non-cash settlement as amended from time set forth above. This provision is intended to timeimplement the requirements of Government Code section 53260, subdivision (b).

Termination Without Cause. In the event The Executive’s employment may be terminated without “Cause” as follows: (i) By mutual written agreement of the Trust and Executive, in which case the Executive will be paid only for the time period in which he works, and will not be entitled to any further compensation or severance benefits; (ii) Upon written notice to the other party, as follows: a. If Executive terminates his employment without “Good Reason”, or without “Good Cause” in the context of a “change of control”, Executive shall give thirty (30) days advance notice. Executive will be paid his compensation during the thirty (30) day notice period. The Trust (or its Successor) may elect, in its sole discretion, to dispense with the Company is terminated by notice period and to immediately sever Executive’s employment relationship with the Company without CauseTrust (or its Successor), the Company shall but will pay Executive an amount equal through the thirty (30) day notice period. Executive will not be entitled to his Base Annual Salary for any additional compensation or severance benefits. b. If the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Trust terminates Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreementsemployment without “Cause”, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all severance benefits under Section 5(dequal to one hundred fifty percent (150%) subject of Executive’s then-current annual base salary. Any unvested share options or restricted shares granted to the terms Executive under any share plan will vest and conditions become immediately exercisable; provided, however, that any provisions of separate agreements between the Trust and Executive governing the vesting or forfeiture of share grants or options that are more favorable to the Executive shall control over the provisions of this Agreement. c. If Executive terminates his employment for “Good Reason,” Executive shall be entitled to severance benefits equal to one hundred fifty percent (150%) of Executive’s then-current annual base salary. Any unvested share options or restricted shares granted to the Executive under any share plan will vest and become immediately exercisable; provided, however, that any provisions of separate agreements between the Trust and Executive governing the vesting or forfeiture of share grants or options that are more favorable to the Executive shall control over the provisions of this Agreement. “Good Reason” is defined as (a) a change in the Executive’s status, position or responsibilities that does not represent a promotion, (b) a reduction in the Executive’s base salary or bonus, (c) a required relocation to a location more than thirty miles away from the Trust’s principal executive offices, or (d) the failure of the applicable plan documents and arrangementsTrust to continue to provide benefits (including severance) to the Executive as set forth in the Executive Compensation Plan or, as amended from time to timeif no Executive Compensation Plan then exists, the last written Executive Compensation Plan approved by the Company’s Board of Trustees or the Compensation Committee of the Company’s Board of Trustees.

Termination Without Cause. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated at any time by either party without cause, effective thirty (30) days after written notice of termination is given to the other party. In the event Executive’s employment with Executive elects to terminate this Agreement without cause pursuant to this paragraph, Executive shall not be entitled to any salary, benefits or other compensation of any kind under this Agreement, except for such compensation as may be due and payable through and including the Company is terminated effective date of termination or as may be required by this Agreement or applicable law. In the Company event the Bank terminates this Agreement without Causecause, the Company Bank shall pay to Executive an amount equal to his Base Annual Salary for the year Severance Payment (as defined in Section 6.2 hereof), which aggregate amount shall be payable in equal monthly installments during the termination occurs in a lump sum cash payment as soon as administratively feasible following succeeding twelve (12) month period beginning on the Date date of Termination but no later than 70 days after the Date of Termination (termination. Such Severance Payment shall be subject to Section 7(h))applicable withholding taxes and other normal payroll deductions. There Any health insurance benefits provided by the Bank to Executive at the time of Executive’s termination without cause under this section shall be an automatic acceleration of continued for twelve (12) months on the vesting of any Equity-Based Awards granted to same terms as when the Executive was employed by the Company that were scheduled to vest by their terms within 12 months following the Date of TerminationBank, and thereafter, Executive shall have the right to continue health insurance benefits in effect at the time of Executive’s termination, at Executive’s expense, to the extent the provisions of permitted by applicable law. Notwithstanding anything in this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment section to the agreement between Company and Executive setting forth contrary, upon termination the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to payment of unreimbursed business expenses incurred prior to termination, accrued but unpaid vacation, incentive bonus earned prior to termination, and such health, retirement and other benefits that may be available following termination but only to the extent provided by the Bank’s benefit plans and policies (including the SERP), this Agreement, or as required by law. After notice of termination is given, whether by the Bank or Executive, the Bank may require Executive to cease performing services for the Bank and may prohibit Executive from coming onto the Bank’s premises through the effective date of termination, provided that the Bank nonetheless compensates Executive through the effective date of termination. All references in this Section 6.3 to a termination of employment shall mean shall mean a cessation or reduction in the Executive’s services for the Bank (and any other affiliated entities that are deemed to constitute a “service recipient” as defined in Treasury Regulation §1.409A-1(h)(3)) that constitutes a “separation from service” as defined in Section 409A of the Code and the regulations thereunder, taking into account all benefits of the facts, circumstances, rules and presumptions set forth in Treasury Regulation §1.409A-1(h). With respect to amounts payable to the Executive under this Section 6.3 that exceed what may then be paid to him under a separation pay plan (pursuant to Treasury Regulation Section 1.409A-1(b)(9) (the “Excess Amount”), then (1) the Excess Amount, if any, shall be treated as deferred compensation for purposes of Section 409A, and (2) if the Executive is a “specified employee” within the meaning of Section 409A, then any Excess Amounts payable before the 185th day following the date of the Executive’s separation from service shall not be paid until that 185th day. For purposes of subparagraph (2), Excess Amounts shall be treated as paid after amounts payable under this Section 6.3 that are not considered Excess Amounts, as permitted under Section 5(d) subject 409A. No severance or other benefits shall be provided to the terms and conditions Executive under this Section 6.3 if severance payments or benefits are provided under Section 6.2 of the applicable plan documents and arrangements, as amended from time to timethis Agreement.

Termination Without Cause. In the event Executive’s employment with the Company is terminated by the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the Upon a termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and 's employment by Employer without "cause," Executive shall be entitled to all receive a payment equal to twelve (12) months of Executive’s then current Base Salary (as defined below). For purposes of this Agreement, Executive's "Base Salary" at any time shall be the Executive's annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such payment shall be made to Executive in a single lump sum payment to be made in accordance with Section 17 hereof. In addition, Employer shall continue to provide the Executive with the hospital, health, medical and life insurance {41057016:1} ​ benefits under Section 5(dwhich the Executive is receiving at the time of such termination for a period of twelve (12) subject months after such termination. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the terms date of termination and conditions for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without "cause." However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the applicable plan documents Executive and arrangementsthe Employer shall have no further obligation to provide any further benefits to the Executive, except as amended from time expressly set forth herein. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to timeprovide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. In 5.2.1 The employment of the event Executive’s employment with the Company is Executive may be terminated by the Company Corporation without Causecause, within six months following the Company shall pay date of this Agreement, upon providing the Executive with the following: (a) Pay in lieu of notice in an amount equal to twelve (12) months base salary, subject to applicable statutory deductions, payable as a salary continuance. For the purpose of this subsection 5.2.1(a) only, the base salary will be the base salary that was being earned by the Executive immediately prior to his Base Annual Salary entering into this Agreement (CDN $157,500). If the Executive finds full time alternative employment or commences work as an independent contractor during the twelve month period set out in this subsection 5.2.1(a), then he shall advise the Corporation immediately. Effective as of and from such date of commencement of alternative employment or commencement of work as an independent contractor, his salary continuance shall cease and he will instead be entitled to a lump sum payment equal to 50% of the balance of the aforementioned payment; and (b) Benefits continuance (to the extent permitted by the Corporation’s insurance carrier) or payment to the Executive by the Corporation of an amount equal to that which would otherwise be required to be paid by the Corporation on behalf of the Executive’s Benefits coverage during the twelve month period set out in subsection 5.2.1(a) for the year in which the termination occurs Executive receives pay in lieu of notice or to the date he receives the 50% lump sum payment, whichever is applicable. 5.2.2 At any time following six months after the date of this Agreement, the employment of the Executive may be terminated by the Corporation, without cause, upon providing the Executive with the following: (a) Pay in lieu of notice in a lump sum cash payment amount equal to six (6) months’ Base Salary plus any eligible bonus as soon as administratively feasible following referenced in the Date of Termination but no later than 70 days after the Date of Termination (Incentive Plan, subject to Section 7(h))statutory deductions, (the “Notice”) which amount is in satisfaction of all entitlement to statutory or common law notice or pay in lieu of notice and applicable statutory severance. There shall be an automatic acceleration of In the vesting of any Equity-Based Awards granted to Executive by event that the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards entitlement to statutory notice or other compensation rights or awards shall be determined according to pay in lieu of notice (the controlling plan documents “Statutory Notice”) and award agreements, and applicable statutory severance (the benefits provided in this Section 7(c“Severance”) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In additionEmployment Standards Act, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination 2000 (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonusOntario), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, is greater than the Notice, the Executive will instead be entitled to receive Statutory Notice and Severance only; and (b) Benefits continuance, to the extent permitted by the Corporations’ insurance carrier(s), during the period of the Notice or Statutory Notice, as the case may be. Notwithstanding the foregoing, to the extent that the Corporation, acting reasonably, is unable to continue a particular Benefit (which, for instance, it expects to be the case with respect to long-term disability insurance, accidental death and dismemberment insurance, and life insurance, if any), the Corporation will provide Benefits continuance during the period of Statutory Notice only. 5.2.3 Upon a without cause termination of employment pursuant to either subsection 5.2.1 or subsection 5.2.2, notwithstanding the terms of the Plan: (i) the Executive shall be entitled to all benefits under an additional eighteen (18) months of forwarding vesting with respect to any options then outstanding, and (ii) the applicable post-service exercise period set forth in Section 5(d) subject 16 of the Plan shall not apply and the Executive shall be entitled to exercise any such options until they would otherwise expire in accordance with the terms and conditions of the applicable plan documents and arrangements, as amended from time to timeperiod designated by the Plan Administrator in accordance with Section 6(a) of the Plan.

Termination Without Cause. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated at any time by either party without cause, effective thirty (30) days after written notice of termination is given to the other party. In the event Executive’s employment with Executive elects to terminate this Agreement without cause pursuant to this paragraph, Executive shall not be entitled to any salary, benefits or other compensation of any kind under this Agreement, except for such compensation as may be due and payable through and including the Company is terminated effective date of termination or as may be required by this Agreement or applicable law. In the Company event the Bank terminates this Agreement without Causecause, the Company Bank shall pay to Executive an amount equal to his Base Annual Salary for the year Severance Payment (as defined in Section 6.2 hereof), which aggregate amount shall be payable in equal monthly installments during the termination occurs in a lump sum cash payment as soon as administratively feasible following succeeding twenty-four (24) month period beginning on the Date date of Termination but no later than 70 days after the Date of Termination (termination. Such Severance Payment shall be subject to Section 7(h))applicable withholding taxes and other normal payroll deductions. There Any health insurance benefits provided by the Bank to Executive at the time of Executive’s termination without cause under this section shall be an automatic acceleration of continued for twenty-four (24) months on the vesting of any Equity-Based Awards granted to same terms as when the Executive was employed by the Company that were scheduled to vest by their terms within 12 months following the Date of TerminationBank, and thereafter, Executive shall have the right to continue health insurance benefits in effect at the time of Executive’s termination, at Executive’s expense, to the extent the provisions of permitted by applicable law. Notwithstanding anything in this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment section to the agreement between Company and Executive setting forth contrary, upon termination the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to payment of unreimbursed business expenses incurred prior to termination, accrued but unpaid vacation, incentive bonus earned prior to termination, and such health, retirement and other benefits that may be available following termination but only to the extent provided by the Bank’s benefit plans and policies (including the SERP), this Agreement, or as required by law. After notice of termination is given, whether by the Bank or Executive, the Bank may require Executive to cease performing services for the Bank and may prohibit Executive from coming onto the Bank’s premises through the effective date of termination, provided that the Bank nonetheless compensates Executive through the effective date of termination. All references in this Section 6.3 to a termination of employment shall mean shall mean a cessation or reduction in the Executive’s services for the Bank (and any other affiliated entities that are deemed to constitute a “service recipient” as defined in Treasury Regulation §1.409A-1(h)(3)) that constitutes a “separation from service” as defined in Section 409A of the Code and the regulations thereunder, taking into account all benefits of the facts, circumstances, rules and presumptions set forth in Treasury Regulation §1.409A-1(h). With respect to amounts payable to the Executive under this Section 6.3 that exceed what may then be paid to him under a separation pay plan (pursuant to Treasury Regulation Section 1.409A-1(b)(9) (the “Excess Amount”), then (1) the Excess Amount, if any, shall be treated as deferred compensation for purposes of Section 409A, and (2) if the Executive is a “specified employee” within the meaning of Section 409A, then any Excess Amounts payable before the 185th day following the date of the Executive’s separation from service shall not be paid until that 185th day. For purposes of subparagraph (2), Excess Amounts shall be treated as paid after amounts payable under this Section 6.3 that are not considered Excess Amounts, as permitted under Section 5(d) subject 409A. No severance or other benefits shall be provided to the terms and conditions Executive under this Section 6.3 if severance payments or benefits are provided under Section 6.2 of the applicable plan documents and arrangements, as amended from time to timethis Agreement.

Termination Without Cause. The Board may, for any reason, without cause or a conference/hearing, terminate this Agreement upon the provision of thirty (30) days written notice. In consideration for the event Executive’s employment with the Company is terminated by the Company without Causeexercise of this right, the Company District shall pay Executive an amount equal the Superintendent the remainder of any salary due under this Agreement or twelve (12) months’ salary, whichever is less. For purposes of this Agreement, the term “salary” shall include only the Superintendent’s regular monthly base salary and shall not include the value of any other stipends, reimbursements or benefits received under this Agreement. Payments made pursuant to his Base Annual Salary for the year in which the this termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (without cause provision may be subject to Section 7(h))applicable payroll deductions and treated as compensation for state and federal tax purposes. There However, payments made pursuant to this early termination provision shall not constitute creditable service or creditable compensation for retirement purposes. Payments made under this provision shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, considered as final settlement pay and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now no payments or in the future, this Section 7(c) deductions shall be deemed an amendment to made for retirement purposes. If the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentenceSuperintendent is released under this section, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive he shall be entitled to all District- paid health benefits, as those benefits under Section 5(dmay change from time-to-time, until expiration of this Agreement, but for a period of no longer than eighteen (18) subject months, or until the Superintendent obtains other employment with health benefits or obtains health benefits from another source, whichever occurs first. The parties agree that any damages to the terms Superintendent that may result from the Board’s early termination of this Agreement cannot be readily ascertained. Accordingly, the parties agree that the payments made pursuant to this termination without cause provision, along with the District’s agreement to provide health benefits, constitutes reasonable liquidated damages for the Superintendent, fully compensates the Superintendent for all tort, contract and conditions other damages of any nature whatsoever, whether in law or equity, and does not result in a penalty. The parties agree that the applicable plan documents and arrangementsDistrict’s completion of its obligations under this provision constitutes the Superintendent’s sole legal or other remedy to the fullest extent provided by law. Finally, the parties agree that this provision meets the requirements governing maximum cash settlements as amended set forth in Government Code sections 53260 et seq. The provisions of Government Code section 53260 et seq. are incorporated into this Agreement by this reference. Pursuant to Government Code section 53243.2, any funds received by the Superintendent from time the District as a cash settlement resulting from the termination of this Agreement or successor agreements shall be fully reimbursed to timethe District if the Superintendent is convicted of a crime involving the abuse of his office or position.

Termination Without Cause. In the event The Board may terminate Executive’s employment with the Company is terminated without Cause. Such termination shall be communicated by the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the delivery of a notice of termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive 5.1 and shall be paid all accrued unused vacation effective as the date of delivery of the notice of termination, unless otherwise stated in accordance with the notice of termination. If Executive’s employment is terminated without Cause, then (i) other than obligations under this subsection, the Company’s vacation policy, as amended from time to timeobligations under this Agreement shall immediately cease, and (ii) Executive shall be entitled to all receive payment of the aggregate amount of the following as of the date of termination: (A) Executive’s Base Salary then in effect which has been earned but unpaid; (B) earned but unpaid bonus, and accrued, unused paid vacation; (C) vested benefits under Section 5(dany employee benefit plan then in effect and applicable to Executive; (D) subject any benefits to which Executive is entitled under law; and (E) any expenses which are reimbursable under this Agreement and incurred prior to the terms date of termination. In addition, Executive shall be entitled to receive severance benefits equivalent to twelve (12) months Base Salary then in effect, less applicable statutory deductions and conditions withholdings and the Company shall continue to provide health benefits to Executive during such twelve (12) month period (“Severance Benefits”), provided that the Company’s obligation to pay, and Executive’s right to receive, Severance Benefits shall be conditioned upon Executive’s execution of a general release of and covenant not to s▇▇ the applicable plan documents Company and arrangementsrelated parties, as amended from time and reaffirmation of Executive’s agreements not to timedisclose, use, or make available the Company’s trade secrets and confidential information, and shall cease in the event of Executive’s breach of his obligations under this Agreement and/or the EPPI.

Termination Without Cause. In At any time Company shall have the event Executiveright to terminate this Agreement and Employee’s employment with the hereunder by written notice to Employee. Upon any termination without Cause pursuant to this Section 4.4, Company is terminated by the Company without Cause, the Company (a) shall pay Executive Employee any unpaid amounts of his Total Salary accrued prior to the date of termination, (b) shall reimburse Employee for all expenses described in Section 3.1 of this Agreement incurred prior to the date of termination and (c) shall pay Employee an amount (“Severance Payments”) equal to his Base Annual Total Salary for the year in which the termination occurs a period of twelve (12) months, paid ratably over such twelve (12) month period or in a lump sum cash payment sum, as soon as administratively feasible following determined by the Date of Termination but Board, subject to all appropriate withholdings and deductions, provided, however, that no later than 70 Severance Payments shall be paid until Employee has signed and delivered a release agreement satisfactory to Company and not revoked it during any applicable statutory revocation period. Employee will forfeit the right to any Severance Payments under this Section 4.4 unless such release is signed and not subsequently revoked within ninety (90) days after it is provided to Employee by Company. Employee shall receive the Date of Termination Additional Benefits for so long as Severance Payments are being made to Employee (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive “Severance Benefits”) Upon making the Severance Payments and providing the Severance Benefits, if any, required by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future4.4, this Section 7(c) Company shall be deemed an amendment have no further liability to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentenceEmployee other than any amounts duly payable pursuant to any 401K plan, Executive’s rights under any Equity-Based Awards employee benefit plan, life insurance policy or other compensation rights plan, program or awards shall be determined according policy then maintained or provided by Company to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced Employee pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timethereof.

Termination Without Cause. Upon a termination of Employee’s employment hereunder without “cause”, in recognition of such termination and Employee’s agreement to be bound by the covenants contained in Sections 8, 9 and 10 hereof, Employee shall be entitled to receive a lump sum severance payment equal to his then current annual Base Salary. This lump sum severance payment shall be made to Employee no later than thirty (30) days after the date upon which his employment with Employer shall be terminated for other than cause as provided in this subsection (c). In addition, Employer shall continue to provide the Employee with hospital, health, medical and life insurance, and any other like benefits in effect at the time of such termination, on the terms and conditions under which they were offered to Employee prior to such termination for a period equal to the remaining Term. In the event Executive’s employment Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the Company is terminated by the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided for above under the terms provided for herein, then in this Section 7(c) regarding Executivelieu of providing such benefits, Employer will pay the amount of Employee’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced premium to continue such coverage pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive Comprehensive Omnibus Budget Reconciliation Act. The Employee shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, if the Employee obtains new employment and such new employment provides for hospital, health, medical and life insurance, and other benefits, in a manner substantially similar to the Company regarding Equity-Based Awards granted benefits payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to Executiveprovide hereunder. ExecutiveFollowing the cessation of the continuation of Employee’s unpaid Base Annual Salary hospital, health, and medical insurance, Employee shall be paid through his Date of Termination permitted to elect to extend such insurance coverage under the policies maintained by Employer in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th applicable provisions of the calendar year following the end Section 4980B of the calendar year Internal Revenue Code of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy1986, as amended from time to time(“Code”), and Executive shall be entitled to all benefits under Section 5(d) subject and/or applicable state law, to the terms extent eligible to do so under the Code and conditions of the applicable plan documents and arrangements, as amended from time to timesuch state law.

Termination Without Cause. In the event Executive’s employment with the Company is terminated by the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the Upon a termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and 's employment by Employer without "cause," Executive shall be entitled to all receive a payment equal to twelve (12) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive's "Base Salary" at any time shall be the Executive's annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such payment shall be made to Executive in a single lump sum payment to be made in accordance with Section 16 hereof. In addition, Employer shall continue to provide the Executive with the hospital, health, medical and life insurance benefits under Section 5(dwhich the Executive is receiving at the time of such termination for a period of twelve (12) subject months after such termination. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the terms date of termination and conditions for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without "cause." However, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the applicable plan documents Executive and arrangementsthe Employer shall have no further obligation to provide any further benefits to the Executive, except as amended from time expressly set forth herein. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to timeprovide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. In the event Executive’s employment with the Company is terminated by the Company without CauseAt any time, the Company shall pay Executive an amount equal have the right to his Base Annual Salary for terminate the year in which Term of Employment by written notice to the Executive. Upon any termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject pursuant to this Section 5.2, or upon any termination pursuant to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company 5.3, Section 5.4 or Section 5.6 (that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights is not a termination under any Equity-Based Awards of Sections 5.1 or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements5.5), and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant subject to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and Section 5.11 below, the Company regarding Equity-Based Awards granted shall (i) pay to Executive. the Executive any Accrued Obligations, (ii) continue to pay the Executive’s unpaid Base Annual Salary shall be paid through his Date for the period equal to the remainder of Termination in accordance the Initial Term, if any, and (iii) continue to provide the Executive with the Company’s normal payroll practices. Any unpaid AICP bonus for benefits he/she was receiving under Section 4.2 hereof (collectively, the “Benefits” and, each, a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following “Benefit”) through the end of the calendar year Initial Term in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive (such payments and Benefits provided by clauses (ii) and (iii), the “Severance Benefits”). For purposes of continuation of Benefits provided by clause (iii) of the applicable AICP bonuspreceding sentence, if a Benefit may be continued only by Executive electing continuation thereof under COBRA (including for purposes of this Section any analogous state law), then to receive the benefits of this Section 5.2 with respect to such Benefit, Executive must to elect continuation of such Benefit under COBRA. In additionIf Executive makes such election, the Company shall will pay or reimburse Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis portion of the COBRA premium that is equal to the insurance premium the Company and would pay if Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus was then an active employee of the Company. In the event that the Company is unable to provide the Executive with any Benefit required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.2 (which will not shall include any multiplier Benefit that may be applicable to result in a maximum bonuscontinued under COBRA for the time period after COBRA coverage would expire), (b) paid then the Company shall make a cash payment, within thirty days of Executive’s termination, equal to the cost to the Company of such Benefit that otherwise would have accrued for the Executive’s benefit under the applicable benefit plan, for the period during which such Benefit could not be provided under the plan. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the basis Executive. For this purpose, the Company may use as the value of a deemed 12-month calendar year participation in any Benefit the plancost to the Company of providing that Benefit to the Executive. Further, and (c) payable at if Executive is terminated without cause under this Section 5.2, then the same time Executive’s Equity Awards, if any, shall immediately vest notwithstanding any other participants in provisions of such Equity Award Agreements to the plan receive payment but contrary. The Company shall have no later than March 15th further liability hereunder. For all purposes under this Agreement, the failure of the calendar year Parties to renew this Agreement following the end expiration of the calendar year of the Date of Termination. Executive Term shall be reimbursed for all expenses incurred and in accordance with treated as if the Company terminated this Agreement pursuant to this Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time5.2.

Termination Without Cause. In the event Executive’s employment with the Company is terminated by the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on The Company may remove Executive at any time without Cause from the basis of position in which Executive is employed hereunder upon not less than 30 days' prior written notice to Executive; provided, however, that, in the event that such notice is given, Executive shall be under no obligation to render any additional services to the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may shall be applicable allowed to result in a maximum bonus), seek other employment. (b) paid on the basis of a deemed 12-month calendar year participation Upon any termination described in the planSection 3.2(a) above, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all receive only the amount due to Executive under the Company's then current severance pay plan for employees, if any. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 5(d) 3.2(b), in the event that Executive executes and does not revoke a written release substantially in the form attached as Exhibit B, and, in fact, specifically reaffirms in writing said release. Executive shall be entitled to receive, in lieu of the payment described in Section 3.2(b), subject to Executive's covenant to not compete with the terms and conditions activities of the applicable plan documents Company directly or indirectly during the term of the severance the following: The form of such covenant is agreed by the parties to be set forth as in Exhibit E attached to this Agreement. (i) Executive shall receive a severance benefit equal to one year of Executive's base salary as in effect on the termination date, which shall be paid in substantially equal installments according to the Company's normal payroll practices over a 12-month period. Payment shall begin after the expiration of the revocation period for the Release. (ii) For a period of 12 months following the date of termination, Executive shall continue to receive the medical coverage in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and arrangementsdependents, as amended the same may be changed from time to timetime for employees generally, as if Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive's after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended, shall run concurrently with the foregoing 12-month benefit period. (iii) Executive shall receive any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.

Termination Without Cause. In the event The Company may terminate Executive’s employment with at any time without Cause (as defined below). If Executive’s employment by the Company is terminated by the Company without Cause, Executive will be entitled to: 5.1.1. payment of all accrued and unpaid base salary through the Company shall pay date of such termination; 5.1.2. provided the Release under Section 5.2 has been executed and become effective and enforceable in accordance with its terms following expiration of the applicable revocation period and Executive an amount complies with the Restrictive Covenants (as set forth in Section 6), monthly severance payments equal to his Base Annual Salary one-twelfth of Executive’s base salary as of the date of such termination for a period equal to twelve (12) months (the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)“Severance Period”). There shall The first such payment will be an automatic acceleration of made on the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months sixtieth (60th) day following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights “separation from service” (as such term is defined under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, Internal Revenue Code Section 409A (“Code Section 409A”) and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive Treasury Regulations thereunder and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall remaining payments will be paid through his Date of Termination made in accordance with the Company’s normal payroll practicesschedule for salaried employees; and 5.1.3. Any unpaid AICP bonus provided the Release under Section 5.2 has been executed and become effective and enforceable in accordance with its terms following expiration of the applicable revocation period and Executive complies with the Restrictive Covenants (as set forth in Section 6), the Company will reimburse Executive for a year preceding the cost he incurs for continuation of Executive’s health insurance coverage under COBRA (and for his or her family members if Executive provided for their coverage during his or her employment) during the Severance Period and in accord with the NSP plan applicable to NSP employees currently in effect. Executive shall, within thirty (30) days after each monthly COBRA payment during the Severance Period for which he is entitled to reimbursement in accordance with the foregoing, submit appropriate evidence of such payment to the Company, and the Company shall reimburse Executive, within ten business days following receipt of such submission. During the period such health care coverage remains in effect hereunder, the following provisions shall govern the arrangement: (i) the amount of the COBRA costs eligible for reimbursement in any one (1) calendar year of Executive’s Date coverage will not affect the amount of Termination shall such costs eligible for reimbursement in any other calendar year for which such reimbursement is to be paid when provided hereunder; (ii) no COBRA costs will be reimbursed after the AICP bonus for other participants is paid but in no event later than March 15th close of the calendar year following the end calendar year in which those costs were incurred; and (iii) Executive’s right to the reimbursement of such costs cannot be liquidated or exchanged for any other benefit. In the event the Company’s reimbursement of the calendar year reimbursable portion of the applicable AICP bonus. In additionany COBRA payment hereunder results in Executive’s recognition of taxable income (whether for federal, state or local income tax purposes), the Company shall pay Executive his award under any AICP for will report such taxable income as taxable W-2 wages and collect the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to timewithholding taxes, and Executive shall will be entitled to all benefits under Section 5(d) subject to responsible for the terms and conditions payment of the applicable plan documents and arrangements, as amended any additional income tax liability resulting from time to timesuch coverage.

Termination Without Cause. In the event Except as provided in Section 6.3, if Executive’s 's employment with the Company is terminated by the Company without (other than for Permanent Disability, death or Cause), the Company Executive shall pay Executive an amount equal receive such payments, if any, under applicable plans or programs, including but not limited to his Base Annual Salary for the year those referred to in Section 4.1 hereof, to which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which he is accelerated or otherwise enhanced entitled pursuant to the terms of the LTIP such plans or agreement heretofore programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or hereafter adopted between awarded for prior periods, accrued vacation and expense incurred for which Executive and the Company regarding Equity-Based Awards granted is entitled to Executivereimbursement hereunder. Executive’s unpaid Base Annual Salary If Executive is terminated under this Section 6.1, Executive shall also be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination entitled to receive: (a) calculated on an amount in lieu of any other cash compensation beyond that provided in the basis immediately preceding sentence, which amount shall be equal to the sum of: (i) the actual bonus, if any, he would have received in respect of the Company fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive's termination and Executive having fully met all performance criteria (financialthe denominator of which is 365, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time as bonuses are paid to other participants executives; (ii) two times Executive's annual Base Salary; plus one times Executive's Target Bonus; payable in the plan receive payment but no later than March 15th a lump sum within 30 days following such termination of employment; provided that if such termination occurs within 90 days prior to calendar year end, amount shall be payable on January 1 of the calendar year following the end date of the calendar year of the Date of Termination. Executive shall be reimbursed Executive's termination; and (b) continued coverage for all expenses incurred a 24-month period under any employee medical, health and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation life insurance plans in accordance with the Company’s vacation policyrespective terms thereof applicable to active employees (other than the requirement of continued employment); provided, as amended from time to timehowever, that payments and Executive benefits due hereunder shall be entitled to all benefits under Section 5(d) subject reduced by any amounts owed by Executive to the terms and conditions Company. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the applicable plan documents amounts payable to Executive under any of the provisions of this Agreement and arrangements, as amended from time to timesuch amounts shall not be reduced whether or not Executive obtains other employment.

Termination Without Cause. In the event of termination of the Executive’s employment with hereunder by Company “Without Cause” (other than for a Termination for a Change of Control hereinafter separately provided for) the Company is terminated by Executive shall be entitled to the Company without Cause, following severance pay and benefits: (i) Severance Pay - severance payments in the Company shall pay Executive an amount equal form of continuation of the Executive’s base salary as in effect immediately prior to his Base Annual Salary such termination for a period of 12 months commencing on the year sixtieth (60th) day following the effective date of such termination; (ii) Benefits Continuation - continued coverage under the Company’s medical care and life insurance benefit plans in which the termination occurs in a lump sum cash payment as soon as administratively feasible following Executive is participating at the Date time of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Terminationtermination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the futureequivalent coverage thereof, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis same terms as applicable to other executive employees of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and over the same period with respect to which the Executive’s base salary is continued as provided in Section 9(b)(i) hereof; provided, however, that the Company’s obligation to provide such coverages shall be terminated if the Executive obtains substitute coverage from another employer of the Executive at any time during the continuation period; the Executive shall be entitled obligated to all benefits under Section 5(d) subject to notify Company of any such substitute coverage and the terms and conditions date of commencement thereof promptly upon obtaining any such coverage. The Executive shall be entitled, at the expiration of the applicable plan documents and arrangementsperiod of benefits continuation under this Section 9(b)(ii), to elect continued medical coverage upon timely election of COBRA continuation coverage, in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended from time (or any successor provision thereto) with the Company premiums paid at the same percentage as prior to time.the Executive’s termination; provided that, if COBRA continuation coverage is otherwise earlier terminated under applicable law, then, in lieu of coverage, the Company will pay its share of the monthly Company premium in effect prior to the termination of COBRA continuation coverage directly to the Executive each month for the remainder of the relevant period. Any amounts paid by the Company on Executive’s behalf under this Section 9(b)(ii) to continue the Executive’s medical care and life insurance benefits shall be recorded as additional income pursuant to Section 6041 of the Code and shall not be entitled to any tax qualified treatment; and

Termination Without Cause. In the event (a) If Executive’s employment with the Company is terminated by the Company without Cause, prior to the end of the Term for any reason other than Cause or the death or disability of Executive: (i) the Company shall pay Executive amounts (including salary, bonuses, expense reimbursement, etc.) due and payable as of the date of termination and shall pay Executive an amount equal to his Base Annual Salary the present value of Executive’s then base salary for a period equal to the Severance Period (as defined below), payable in a lump sum within two weeks of Executive’s termination using a discount rate of 6 percent per year; (ii) in the sole and absolute discretion of the Board of Directors, the Company may elect to pay Executive a prorated amount of the bonus that Executive would have been entitled to receive under Section 3.2 for the year in which he was terminated (which, if determined to be paid by the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There Board, shall be an automatic acceleration of payable as and when the vesting of any Equity-Based Awards granted bonus is paid to other similarly situated officers); (iii) Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment entitled to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the receive medical benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination coverage in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding policies in effect from time to time through the calendar year period ending 12 months after the date of the termination of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination employment pursuant to Section 4.4(a); (aiv) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(dhave transferred to him any Company paid disability policy on the Executive for Executive’s benefit (if the policy so permits), and Executive shall assume responsibility for payment of premiums on such disability policy; and (v) subject Executive shall be entitled to have transferred to him any Company paid life insurance policies on the Executive for Executive’s benefit (if the policies so permit) upon payment by the Executive to the terms Company of any cash surrender value of such policies, and conditions Executive shall assume responsibility for payment of premiums on such life insurance policies. (b) Except for the applicable plan documents and arrangementsprovisions of this Section 4.4, as amended from time the Company shall have no further obligation to timeExecutive hereunder.

Termination Without Cause. In the event that Executive’s employment with the Company is terminated by Without Cause during the Company without CauseEmployment Period, the Company shall Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive his Prorated Incentive Compensation (as defined above); (iii) make, for the benefit of Executive, the Accrued Plan Contribution (as defined above); (iv) subject to Section 6(j) hereof, provide Executive (or upon his death, his surviving spouse and minor children, if any) with coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend) for a period of thirty-six (36) months from the effective date of the termination of Executive’s Employment (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier); and (v) pay Executive an amount equal to his Base three (3) times Executive’s Average Annual Salary Compensation. The term “Average Annual Compensation” shall mean the average of Executive’s annual Compensation based on the most recent three (3) taxable years, or if Executive was employed by the Bank for less than three (3) full taxable years, based on such lesser number of taxable years or portions thereof as Executive was employed by the Bank. The term “Compensation” shall mean, for the purposes of the foregoing definition as it relates to any tax year, all Base Salary, incentive compensation, bonuses, special allowances, other compensation, club dues and other benefits paid by the Bank to Executive in such taxable year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject pursuant to Section 7(h)). There shall be an automatic acceleration of 3(a) through (k) hereof, any director or committee fees paid by the vesting of any Equity-Based Awards granted Bank to Executive during such tax year, and any other taxable income paid by the Company that were scheduled Bank to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of Executive during such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreementtax year. Except as provided in Section 3(j) (but only with respect to the previous sentenceassumption and continuation of the Life Insurance Policy) and this Section 6(c), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits employment Without Cause. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (v) of this Section 7(c6(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of Termination in accordance with the Company’s normal termination and continuing thereafter on each regular payroll practicesdate for thirty-six (36) months. Any unpaid AICP bonus for a year preceding the calendar year of Upon Executive’s Date of Termination death, any payments due under this Section 6(c) shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policypaid, as amended from time applicable, to timeExecutive’s estate, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, trust or as amended from time to timeotherwise required by law.

Termination Without Cause. In the event Except as provided in Section 6.3, if Executive’s employment with the Company is terminated by the Company without (other than for Permanent Disability, death or Cause), the Company Executive shall pay Executive an amount equal receive such payments, if any, under applicable plans or programs, including but not limited to his Base Annual Salary for the year those referred to in Section 4.1 hereof, to which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which she is accelerated or otherwise enhanced 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 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 LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary immediately preceding sentence, which amount shall be paid through his Date equal to the sum of: (i) the actual bonus, if any, she would have received in respect of Termination the fiscal year in accordance with which her termination occurs, prorated by a fraction, the Company’s normal payroll practices. Any unpaid AICP bonus for a numerator of which is the number of days in such fiscal year preceding prior to the calendar year date of Executive’s Date termination and the denominator of Termination shall be paid when the AICP bonus for other participants which is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition365, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time as bonuses are paid to other participants executives; (ii) two times Executive’s annual Base Salary; plus one times Executive’s Target Bonus; payable in the plan receive payment but no later than March 15th a lump sum within 30 days following such termination of employment; provided that if such termination occurs within 90 days prior to calendar year end, amount shall be payable on January 1 of the calendar year following the end date of the calendar year of the Date of Termination. Executive shall be reimbursed Executive’s termination; and (b) continued coverage for all expenses incurred a 24-month period under any employee medical, health and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation life insurance plans in accordance with the Company’s vacation policyrespective terms thereof applicable to active employees (other than the requirement of continued employment); provided, as amended from time to timehowever, that payments and Executive benefits due hereunder shall be entitled to all benefits under Section 5(d) subject reduced by any amounts owed by Executive to the terms and conditions Company. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the applicable plan documents amounts payable to Executive under any of the provisions of this Agreement and arrangements, as amended from time to timesuch amounts shall not be reduced whether or not Executive obtains other employment.

Termination Without Cause. In the event Executive’s The termination of Employee's employment with by Company for any reasons other than those specified above shall be deemed to be a "Termination Without Cause" (and the Company shall be deemed to have "Terminated Without Cause") and Employee shall be entitled to the severance benefits described in SECTION 8 herein. Notwithstanding the foregoing, the Company shall not Terminate Without Cause the Employee's employment after a Change of Control (as defined in SECTION 7(b)) until the end of the then-current term of the Agreement. No breach or default by Employee shall be deemed to have occurred hereunder unless written notice thereof shall have been given by Company to Employee. Upon termination of this Agreement for any reason provided above, Employee shall be entitled to receive all compensation earned and all benefits and reimbursements due through the effective date of termination. Additional compensation subsequent to termination, if any, will be due and payable to Employee only to the extent and in the manner expressly provided above. All other rights and obligations of TTI, the Company and Employee under this Agreement shall cease as of the effective date of termination. except that Employee's obligations under SECTIONS 13, 14, 15 and 16 herein shall survive such termination in accordance with their terms. If termination of Employee's employment arises out of the Company's failure to pay Employee on a timely basis the amounts to which Employee is terminated entitled under this Agreement or as a result of any other breach of this Agreement by the Company without CauseCompany, as determined by a court of competent jurisdiction or pursuant to the provisions of SECTION 17 below, the Company shall pay Executive an amount equal all amounts and damages to his Base Annual Salary for the year in which the termination occurs in Employee may be entitled as a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms result of such Equity-Based Awards held breach and all reasonable legal fees and expenses and other costs incurred by Executive now or in the future, this Section 7(c) shall be deemed an amendment Employee to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s enforce Employee's rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timehereunder.

Termination Without Cause. In The Corporation may terminate this Agreement and the event employment of the Executive at any time, by providing 45 days’ prior notice of termination (the “Notice of Termination”). Should the Executive’s employment with the Company is Corporation be terminated by for any reason whatsoever other than For Cause or as a result of an effective change of control of the Company without CauseCorporation and other than upon the Executive’s death, retirement at normal retirement age or should the Executive terminate his employment for Good Reason (as defined hereinafter), the Company shall pay Executive an will be entitled to the following severance benefits: • An amount equal to his three (3) months of the Annual Base Annual Salary payable plus one (1) month of annual base salary for each completed full year of active employment, all subject to a total maximum of twelve (12) months of annual base salary in total (the year “Severance Benefits”). The Executive understands and agrees that any performance, bonus or merit reviews that may be pending, in which process, or “past due” will not be taken into account or included in the severance pay. The Executive also agrees that in order to receive the Severance Benefits payment, he must sign a separation and release and discharge agreement within twenty (20) days of being notified of the termination, indemnifying and holding the Corporation, its parent Company, and affiliates, directors, officers and others harmless If the termination occurs without cause follows an effective change of control of the Corporation, then the Severance Benefits shall be payable in accordance with the Corporation’s pay policy over the severance period unless the Corporation is notified by the Executive in writing within two (2) weeks of such termination that he elects that his Severance Benefits be payable as a lump sum cash payment, or a set of lump sum payments over a specified period of time, in which case this lump sum payment as soon as administratively feasible following the Date of Termination but no later than 70 or payments shall be payable within 10 days after such notification. If this termination without cause does not follow an effective change of control of the Date of Termination (subject to Section 7(h)). There Corporation, then the Severance Benefits shall be an automatic acceleration of payable in accordance with the vesting of any Equity-Based Awards granted to Executive by Corporation’s pay policy over the Company that were scheduled to vest by their terms within 12 months following the Date of Terminationseverance period. For greater certainty, and notwithstanding any other provision in this agreement, the parties agree that if the Executive’s position is restructured or changed for another senior management position within the Corporation, with equivalent base salary, bonus and all benefits, this shall not be interpreted as a constructive dismissal and the Executive shall not have the right to seek the extent application of this section 10.2, but the provisions of this Section 7(c) change section shall continue to apply for the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment Executive after this change of which is accelerated or otherwise enhanced pursuant to position within the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timeCorporation.

Termination Without Cause. Employer shall have the right to terminate the Employee without "cause" at any time. Upon such a termination prior to or upon the first anniversary of the Effective Date, Employee shall not be entitled to any benefits hereunder. Upon a termination of Employee's employment hereunder without "cause" on any date that is subsequent to the first anniversary of the Effective Date, Employee shall be entitled to receive a lump sum severance payment equal to the sum of one (1) times (i) his then current annual Base Salary (specifically excluding the value of any 401(k) or other retirement plan matching contribution from Employer, even if recognized in payroll or deemed compensation to Employee), (ii) the highest cash bonus payment paid to Employee over the past three years, (iii) the highest full grant date value of any equity award granted over the past three years, and (iv) the annual total automobile allowance paid to Employee under Section 4(a) hereof. In addition, Employer shall continue to provide the Employee with hospital, health, medical and life insurance, and any other like benefits in effect at the time of such termination, on the terms and conditions under which they were offered to Employee prior to such termination for a period of twelve (12) months. In the event Executive’s employment Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the Company is terminated by the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided for above under the terms provided for herein, then in this Section 7(c) regarding Executivelieu of providing such benefits, Employer will pay the amount of Employee’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced premium to continue such coverage pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive Comprehensive Omnibus Budget Reconciliation Act. The Employee shall have no duty to mitigate damages in connection with his termination by Employer without "cause". However, if the Employee obtains new employment and such new employment provides for hospital, health, medical and life insurance, and other benefits, in a manner substantially similar to the Company regarding Equity-Based Awards granted benefits payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to Executiveprovide hereunder. ExecutiveFollowing the cessation of the continuation of Employee’s unpaid Base Annual Salary hospital, health, and medical insurance, Employee shall be paid through his Date of Termination permitted to elect to extend such insurance coverage under the policies maintained by Employer in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th applicable provisions of the calendar year following the end Section 4980B of the calendar year Internal Revenue Code of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy1986, as amended from time to time(“Code”), and Executive shall be entitled to all benefits under Section 5(d) subject and/or applicable state law, to the terms extent eligible to do so under the Code and conditions of the applicable plan documents and arrangements, as amended from time to timesuch state law.

Termination Without Cause. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated at any time by either party without cause, effective thirty (30) days after written notice of termination is given to the other party. In the event Executive’s employment with Executive elects to terminate this Agreement without cause pursuant to this paragraph, Executive shall not be entitled to any salary, benefits or other compensation of any kind under this Agreement, except for such compensation as may be due and payable through and including the Company is terminated effective date of termination or as may be required by this Agreement or applicable law. In the Company event the Bank terminates this Agreement without Causecause, the Company Bank shall pay to Executive an amount equal to his Base Annual Salary for the year Severance Payment (as defined in Section 6.2 hereof), which aggregate amount shall be payable in equal monthly installments during the termination occurs in a lump sum cash payment as soon as administratively feasible following succeeding twelve (12) month period beginning on the Date date of Termination but no later than 70 days after the Date of Termination (termination. Such Severance Payment shall be subject to Section 7(h))applicable withholding taxes and other normal payroll deductions. There Any health insurance benefits provided by the Bank to Executive at the time of Executive’s termination without cause under this section shall be an automatic acceleration of continued for twenty-four (24) months on the vesting of any Equity-Based Awards granted to same terms as when the Executive was employed by the Company that were scheduled to vest by their terms within 12 months following the Date of TerminationBank, and thereafter, Executive shall have the right to continue health insurance benefits in effect at the time of Executive’s termination, at Executive’s expense, to the extent the provisions of permitted by applicable law. Notwithstanding anything in this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment section to the agreement between Company and Executive setting forth contrary, upon termination the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to payment of unreimbursed business expenses incurred prior to termination, accrued but unpaid vacation, incentive bonus earned prior to termination, and such health, retirement and other benefits that may be available following termination but only to the extent provided by the Bank’s benefit plans and policies (including the SERP), this Agreement, or as required by law. After notice of termination is given, whether by the Bank or Executive, the Bank may require Executive to cease performing services for the Bank and may prohibit Executive from coming onto the Bank’s premises through the effective date of termination, provided that the Bank nonetheless compensates Executive through the effective date of termination. All references in this Section 6.3 to a termination of employment shall mean shall mean a cessation or reduction in the Executive’s services for the Bank (and any other affiliated entities that are deemed to constitute a “service recipient” as defined in Treasury Regulation §1.409A-1(h)(3)) that constitutes a “separation from service” as defined in Section 409A of the Code and the regulations thereunder, taking into account all benefits of the facts, circumstances, rules and presumptions set forth in Treasury Regulation §1.409A-1(h). With respect to amounts payable to the Executive under this Section 6.3 that exceed what may then be paid to her under a separation pay plan (pursuant to Treasury Regulation Section 1.409A-1(b)(9) (the “Excess Amount”), then (1) the Excess Amount, if any, shall be treated as deferred compensation for purposes of Section 409A, and (2) if the Executive is a “specified employee” within the meaning of Section 409A, then any Excess Amounts payable before the 185th day following the date of the Executive’s separation from service shall not be paid until that 185th day. For purposes of subparagraph (2), Excess Amounts shall be treated as paid after amounts payable under this Section 6.3 that are not considered Excess Amounts, as permitted under Section 5(d) subject 409A. No severance or other benefits shall be provided to the terms and conditions Executive under this Section 6.3 if severance payments or benefits are provided under Section 6.2 of the applicable plan documents and arrangements, as amended from time to timethis Agreement.

Termination Without Cause. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following Severance Benefits: (a) The Company shall pay Executive, as severance, one (1) year of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the one (1) year period following Executive’s Separation from Service; provided, however, that no payments will be made prior to the 60th day following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination Severance that Executive would have received on or prior to such date under the original schedule but no later than 70 days after for the Date of Termination (subject to delay while waiting for the 60th day in compliance with Internal Revenue Code Section 7(h)). There shall be an automatic acceleration 409A and the effectiveness of the vesting of any Equity-Based Awards granted to Executive by Separation Agreement referenced in Section 4 below, with the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms balance of the LTIP or agreement heretofore or hereafter adopted between Severance being paid as originally scheduled. (b) Provided Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In additiontimely elects continued coverage under COBRA, the Company shall pay the COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Executive’s Separation from Service and ending on the earliest to occur of: (i) one year following Executive’s Separation from Service; (ii) the date Executive his award becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason. In the event Executive becomes covered under any AICP another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA Premiums for that month, subject to applicable tax withholdings, for the calendar year of his Date of Termination (a) calculated on the basis remainder of the Company and COBRA Premium Period, which Executive having fully met all performance criteria (financialmay, personal or otherwise) for a target bonus (which will but is not include any multiplier that may be applicable to result in a maximum bonus)obligated to, (b) paid on use toward the basis cost of a deemed 12-month calendar year participation in the plan, and COBRA Premiums. (c) payable at the same time The vesting of Executive’s Option and any other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. options then held by Executive shall be reimbursed for all expenses incurred accelerated such that the shares subject thereto that would have vested in the one (1) year period following Executive’s Separation from Service had Executive’s employment not been terminated shall be deemed vested and in accordance with Section 5(eexercisable as of Executive’s last day of employment (the “Accelerated Vesting”); provided, however, that if the termination without Cause occurs either three (3) months prior to or within one (1) year after the effective date of a Change in Control (as defined below), then 100% of the shares subject to the Option and any other options then held by Executive shall be paid all accrued unused vacation in accordance with the Companydeemed vested and exercisable as of Executive’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions last day of the applicable plan documents and arrangements, as amended from time to timeemployment.

Termination Without Cause. In the event of termination of employment pursuant to Section 6.1(iv) (Termination without Cause), (a) Executive shall be entitled to receive the Accrued Benefits; (b) conditioned upon and subject to the Executive’s employment compliance with the Company restrictive covenants under Article 8 and the Executive executing and delivering a valid general release (that is terminated no longer subject to revocation under applicable law) in a form consistent with the Company’s standard form of general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company without Causeto the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employment, the Company Executive shall pay Executive be entitled to severance compensation in an amount equal to his 100% of Base Annual Salary for Salary, payable in equal monthly installments over the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible twelve-month period following the Date effective date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Terminationhis termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company usual executive salary payment practice and Executive having fully met subject to all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, withholding obligations; and (c) payable at the same time other participants Executive and his eligible dependants shall continue to be eligible to participate in the plan receive payment but no later than March 15th all of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to group health plans on the same terms and conditions as active employees of the Company until the earlier of (A) the expiration of the 12-month period following the effective date of his termination or (B) the date Executive is or becomes eligible for comparable coverage under health plans of another employer; provided that the foregoing continuation coverage shall be contingent on Executive electing to receive COBRA continuation coverage and making premium payments equal to those premiums payable by other active senior executives during the relevant period on the same basis as if Executive had continued his employment and any excess premium cost applicable plan documents and arrangements, as amended from time for such coverage if it had been purchased by Executive for the applicable COBRA premium shall be imputed income to timeExecutive for the appropriate periods of provision of such coverage.

Termination Without Cause. In the event Executive’s The Company may terminate your employment without cause at any time with the Company or without advance notice. If your employment is terminated by the Company without Causecause, and you sign a general release of known and unknown claims in a form satisfactory to the Company shall pay Executive an amount equal to his Base Annual Salary within the applicable review period which thereupon is (or, if any revocation period is required by law, following expiration of such period becomes) valid and irrevocable within 60 days of your termination, and you fully comply with your obligations under Paragraphs 7, 8, and 10, you will receive the following severance benefits: (i) payments at your final base salary rate for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible period of twelve (12) months following the Date of Termination but no later than 70 days after the Date of Termination (your termination; such payments will be subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, applicable withholding and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination made in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be ; provided, however, that any such payments that would have been paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policynormal payroll practices before your release becomes valid and irrevocable will accumulate and be paid only if and when both (x) your release becomes valid and irrevocable and (y) such validity and irrevocability in no event occurs more than 60 days after your termination; (ii) payment of the premiums necessary to continue your group health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) provided you have timely elected COBRA coverage until the earlier of (x) twelve (12) months following your termination date; or (y) the date you first became eligible to participate in another employer’s group health insurance plan; or (z) the date on which you are no longer eligible for COBRA coverage; (iii) the Company will pay you the prorated portion of any incentive bonus that you would have earned, if any, during the incentive bonus period in which your employment terminates (the pro-ration shall be equal to the percentage of that bonus period that you are actually employed by the Company), and such prorated bonus will be paid to you at the time that such incentive bonuses are paid to other Company employees, or at any earlier time required by applicable law; (iv) with respect to any stock options or other equity-related awards granted to you by the Company, you will cease vesting upon your termination date; however, you will be entitled to purchase any vested shares of stock that are subject to those options until the earlier of (x) twelve (12) months following your termination date, or (y) the date on which the applicable option(s) expire(s); except as set forth in this subparagraph, your Company stock options and other equity-related awards will continue to be subject to and governed by the Company’s Stock Equity Plan (as amended from time to time, the “Plan”) and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents agreements between you and arrangements, as amended from time to timethe Company; and (v) reasonable outplacement assistance selected and paid for by the Company.

Termination Without Cause. In The Employer may terminate the event Executive’s employment with for any reason upon thirty (30) days’ prior written notice to the Company Executive. If the Executive’s employment is terminated by the Company without CauseEmployer for any reason other than the reasons set forth in subparagraphs a, b or c of this Section 5, subject to the Executive’s compliance with Sections 8 and 9 of this Agreement, the Company 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; ii. any rights and benefits (if any) provided under plans and programs of the Employer, determined in accordance with the applicable terms and provisions of such plans and programs; iii. continuation of the Executive’s Base Salary as in effect immediately prior to the date of his termination of employment for a period of three (3) years; provided, that these payments will be made in separate, equal payments no less frequently than monthly over such period; and iv. the Employer shall pay continue to provide medical, dental, life insurance and other welfare benefits (the “Welfare Benefits”) to the Executive, his spouse and his eligible dependents for a period of three (3) years following the date of termination of the Executive’s employment on the same basis and at the same cost as such benefits were provided to the Executive an amount equal immediately prior to his Base Annual Salary for date of termination; provided that if the year in which terms of the termination occurs in a lump sum cash payment as soon as administratively feasible following plans governing such Welfare Benefits do not permit such coverage, the Date of Termination but no later than 70 days Employer will provide such Welfare Benefits to the Executive with the same after tax effect. Notwithstanding the Date of Termination (subject foregoing, the Welfare Benefits otherwise receivable by the Executive pursuant to this Section 7(h)). There 5(d)(iv) shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and reduced or eliminated to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment becomes eligible to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable receive comparable Welfare Benefits at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended substantially similar costs from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timeanother employer.

Termination Without Cause. Either party may terminate Executive's employment hereunder without Cause at any time by providing one-hundred eighty (180) days written notice of such termination. In the event of the termination of Executive’s 's employment with the Company is terminated under this Paragraph 4.3 without Cause by the Company without CauseCompany, then Executive shall be entitled to: i. payment of the Accrued Payments in full within the next normal payroll period following Termination; ii. any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date, to be paid in full within the next normal payroll period following Termination; iii. if employment termination occurs prior to the end of any fiscal year, the annual incentive bonus for such fiscal year in which employment termination occurs for which Executive would have been entitled if employed at the conclusion of the fiscal year determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year, to be paid in full within ninety days following completion of the fiscal year; iv. the Company shall pay Executive an amount equal to his Base Annual Salary arrange for the year Executive to continue to participate (through COBRA or otherwise), on substantially the same terms and conditions as in which effect for the termination occurs Executive (including any required contribution) immediately prior to such termination, in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Terminationmedical, dental, disability and life insurance programs provided to the extent Executive hereof until the provisions earlier of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on a one-hundred twenty (120) day period from the basis effective date of the Company and Executive having fully met all performance criteria (financial, personal termination; or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on such time as the basis Executive is eligible to be covered by comparable benefit(s) of a deemed 12subsequent employer (determined on a benefit-month calendar year participation by-benefit and coverage-by-coverage basis). The foregoing is referred to as “Benefits Continuation”. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. In the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th event of the calendar year following termination of Executive's employment under this Paragraph 4.3 without Cause by the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policyExecutive, as amended from time to time, and then Executive shall be entitled to all benefits under Section 5(ditems listed above in subparagraphs (i) subject and (ii) above only. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the terms and conditions date of termination, subject, however to the applicable plan documents and arrangements, as amended from time to timeprovisions of Paragraph 3.1 hereof).

Termination Without Cause. In If the event Company terminates Executive’s employment with the Company is terminated by the Company without Cause, the Company shall will, subject to Sections 4, 5 and 13 of this Agreement, provide severance benefits to Executive as set forth below in this Section 3(b). (i) The Company will pay to Executive an amount equal to his Base Annual Salary for the year in which within ten (10) days after the termination occurs in a lump sum cash payment as soon as administratively feasible following amount equal to one hundred percent (100%) of Executive’s then current annual base salary in effect immediately prior to the Date of Termination but no later than 70 termination (or, if Executive’s base salary has been reduced within sixty (60) days prior to the termination or at any time after the Date Change of Termination (subject Control, Executive’s base salary in effect prior to Section 7(h)the reduction). There shall The foregoing payment is in addition to and not in lieu of salary for the current year that has been earned but not yet paid, which will be an automatic acceleration equitably prorated and paid together with the foregoing severance benefits. (ii) The Company will use its best efforts to continue Executive’s coverage under any medical, dental, disability, life insurance and automobile reimbursement benefits and other perquisites in effect at the time of termination (or, if the vesting level of any Equity-Based Awards granted benefits has been reduced within sixty (60) days prior to the termination, the level of benefits prior to the reduction) for a period of one (1) year from the date of termination or until Executive by commences new employment providing substantially similar benefits, whichever is earlier (the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to “Severance Benefit Period”). To the extent the provisions of this Section 7(c) change the terms Company is unable to provide any of such Equity-Based Awards held by medical or dental benefits to Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company under its existing benefit plans and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In additionarrangements, the Company shall pay permit Executive his award to elect to continue the medical and dental benefits under any AICP COBRA in accordance therewith and during the Change in Control Severance Benefit Period the Company shall reimburse Executive for the calendar year of his Date of Termination (a) calculated on the basis amount of the monthly premium charged Executive by the applicable insurance carriers for such continuation coverage under COBRA. In the event that either the Change in Control Severance Benefit Period exceeds the maximum continuation coverage period permissible under COBRA or such coverage is not available for any other reason, the Company and shall reimburse Executive having fully met all performance criteria (financialdirectly for the expenses incurred by him or her or his or her dependents, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable if any, to result in a maximum bonus), (b) paid on obtain substantially similar benefits during the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th remainder of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and Change in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timeControl Severance Benefit Period.

Termination Without Cause. The Company may terminate this Agreement at any time for any reason, by delivering a written notice to Executive, effective thirty (30) days after Executive receives such notice in accordance with the terms hereof. In the event such an event, Executive’s sole remedy shall be: (1) to collect all unpaid Base Salary, accrued annual bonus or incentive compensation (including any unpaid, accrued annual bonus or incentive compensation from the immediately preceding year), accrued PTO, and all unreimbursed expenses payable for all periods through the effective date of termination (the foregoing amounts shall be paid on the date of termination of Executive’s employment); plus (2) Executive shall receive, in addition to the amounts specified above, the severance payments outlined below (the “Severance Payments”). Executive shall not be required to mitigate the amount of any Severance Payments received by seeking other employment with during the Company term of the severance period. However, should Executive obtain other employment during the term of the severance period, SG shall pay Executive, for the remaining length of the severance period, only the difference between his new salary and his Base Salary (as in effect at the time of termination), if the new salary is terminated by less than his Base Salary. For the Company without Causeavoidance of doubt, the Company shall pay not be obligated to make any Severance Payments thereafter if the new salary is greater than his applicable Base Salary. The Severance Payments shall be calculated as follows: (a) should the termination occur during the one-year period immediately following the closing of the Company’s initial public offering, Executive an amount equal shall continue to receive his then-current Base Annual Salary for the year in which a period of six (6) months; and (b) should the termination occurs in a lump sum cash payment as soon as administratively feasible occur at any time during the Employment Period after the one-year period immediately following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration closing of the vesting Company’s initial public offering, Executive shall continue to receive his then-current Base Salary for a period of any Equity-Based Awards granted to twelve (12) months. The Severance Payment (less all applicable withholdings) will be paid in equal monthly installments over the applicable period immediately following termination of Executive’s employment, as applicable. The Company shall reimburse Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, for premiums for COBRA coverage for Executive (and to the extent he has family coverage, his family), provided that Executive elects such coverage, during the provisions applicable period when Executive is receiving Severance Payments. Should Executive obtain other employment during such period of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the futureCOBRA coverage, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth is provided the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according opportunity to the controlling plan documents and award agreements, and the obtain comparable health insurance benefits to those benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition toby SG, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, then the Company shall pay no longer reimburse Executive for premiums for COBRA coverage for Executive (and to the extent he has family coverage, his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonusfamily), (b) paid on from the basis of a deemed 12-month calendar year participation in the plandate Executive may obtain such health insurance benefits, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Terminationwhether or not Executive elects such coverage. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive The Company shall be entitled to all benefits under Section 5(d) subject to discontinue the terms and conditions Severance Payments in the event that Executive violates any of the applicable plan documents and arrangementsprovisions of Sections 4.9, as amended from time to time4.10 or 4.11.

Termination Without Cause. In the event Executive’s employment with that the Company is terminated by discharges the Company Executive without Causecause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits the following compensation during the remainder of the Employment Period (the length of which shall be determined under Section 5(dParagraph 3d) subject to unless sooner terminated by Executive’s disability or death): (i) the salary provided in Paragraph 2a), payable in accordance with the usual payroll schedule, (ii) two-thirds of the targeted incentive provided in Paragraph 2b) for each year during the Employment Period (or, on a pro rata basis, portion of a year), payable on the normal payment date(s) for such incentive, (iii) the vesting of any restricted stock awards and the immediate exercisability of any stock options which would have vested or become exercisable during the Employment Period, and (iv) continued participation in the Company’s medical plan under the same terms and conditions as an active employee, with eligibility for continuation coverage for Executive and his eligible dependents under the plan’s COBRA provisions at the end of the applicable plan documents Employment Period at Executive’s own expense. However, participation in the Company’s 401(k) plan, ESOP and arrangementsall welfare and fringe benefit plans (other than the medical plan) will cease on the Executive’s last day of active work, subject to any conversion rights generally available to former employees. Any amounts payable to the Executive under this Paragraph 6 shall be reduced by the amount of the Executive’s earnings from other employment (which the Executive shall have an affirmative duty to seek; provided, however, that the Executive shall not be obligated to accept a new position which is not reasonably comparable to his employment with the Company). Notwithstanding the foregoing, if the Executive is a “specified employee” for purposes of 409A, no deferred compensation (including without limitation salary continuation payments in accordance with clause (i) above) payable at separation from service that is not exempt from application of 409A as amended from time a short term deferral or separation pay will be paid to timeExecutive during the 6-month period immediately following the day he ceases active work for the Company, and any such payments otherwise due during such 6-month period shall be paid on the first business day following completion of such 6-month period along with simple interest at the six-month Treasury rate in effect at the beginning of such 6-month period.

Termination Without Cause. In the event Executive’s employment with the Company is terminated by the Company If Employer shall discharge Executive without CauseCause (other than pursuant to a Change in Control as described in Section 6), the Company then upon such Termination of Employment, this Agreement shall pay Executive an amount equal to his Base Annual Salary terminate immediately (except for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the such provisions of this Section 7(cAgreement that expressly survive termination hereof) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(dreceive the Accrued Amounts. In addition, conditioned upon Executive’s execution and delivery to Employer of a release, in a form provided at the time of termination by Employer, within forty-five (45) subject days following such Termination of Employment, Executive shall be entitled to receive: (A) a cash amount equal to one (1) times the sum of (1) the annual base salary rate of Executive immediately prior to the terms effective date of such Termination of Employment, and conditions (2) an amount equal to the Incentive Bonus paid to Executive in respect of the applicable calendar year immediately preceding the year of the Termination of Employment, payable in a lump-sum payment within sixty (60) days of the effective date of such Termination of Employment; and (B) provided Executive elects continuation of coverage under Employer’s group health plan documents and arrangementspursuant to COBRA, Employer shall reimburse Executive for his COBRA premiums for a period of twelve (12) months following the date of such Termination of Employment, or until Executive is otherwise eligible for health coverage under another employer group health plan. To the extent the benefits provided under this Section 5(a)(ii) are otherwise taxable to Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance issued thereunder (“Section 409A”), shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from time Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to timebe provided in any other calendar year.

Termination Without Cause. In The Executive understands and agrees that the event Executive’s Corporation may at any time terminate the employment with of the Company Executive without cause. If the Executive is terminated by the Company without Causecause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year Corporation must provide notice in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and writing to the extent the provisions of this Section 7(c) change the terms of Executive. Upon such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation oftermination, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(dreceive from the Corporation: (i) subject a lump sum equal to $125,000.00 (the “Lump Sum Termination Payment”) (ii) his unpaid salary up to the terms termination date and conditions any outstanding vacation pay calculated as of the applicable plan documents date of termination, (iii) the pro-rata portion of the bonus earned by him during the fiscal year, (iv) all expenses properly incurred but not reimbursed at the time of termination, (iv) any amounts owing to him under any employee benefit plans in accordance with the terms of such plans and arrangementsbased on service up to the date of termination and an amount equal to the cost of the Executive’s benefits referred to in Section 4.2 for the severance period, being the period (if any) from the date of termination to the date of expiration of this Agreement, and (v) any amounts owing to him under the stock option plans in accordance with the terms of the Stock Option Agreement attached hereto as amended Schedule “A”. The Corporation agrees that no amounts earned by the Executive following the date of termination by way of mitigation will be deducted from or set off against any amounts or benefits to be paid or provided to the Executive as outlined in this Section 5.6. 5.6.1 Notwithstanding anything to the contrary contained herein, the Lump Sum Termination Payment shall not be payable to the Executive in the event that the Executive is terminated without cause during the time period from November 12, 2008 through September 11,2009 (the “Reduced Lump Sum Period”). If the Executive is terminated during the Reduced Lump Sum Period without cause, the Executive shall be entitled to timereceive a lump sum equal to the balance of his Salary that would have been payable to him for the balance of the term of this Agreement.

Termination Without Cause. In The Corporation may terminate this Agreement and the event employment of the Executive at any time, by providing 45 days’ prior notice of termination (the “Notice of Termination”). Should the Executive’s employment with the Company is Corporation be terminated by for any reason whatsoever other than For Cause or as a result of an effective change of control of the Company without CauseCorporation and other than upon the Executive’s death, retirement at normal retirement age or should the Executive terminate his employment for Good Reason (as defined hereinafter), the Company shall pay Executive an will be entitled to the following severance benefits: • An amount equal to his three (3) months of the Annual Base Annual Salary payable plus one (1) month of annual base salary for each completed full year of active employment, all subject to a total maximum of twelve (12) months of annual base salary in total (the year “Severance Benefits”). The Executive understands and agrees that any performance, bonus or merit reviews that may be pending, in which process, or “past due” will not be taken into account or included in the severance pay. The Executive also agrees that in order to receive the Severance Benefits payment, he must sign a separation and release and discharge agreement within twenty (20) days of being notified of the termination, indemnifying and holding the Corporation, its parent Company, and affiliates, directors, officers and others harmless; and If the termination occurs without cause follows an effective change of control of the Corporation, then the Severance Benefits shall be payable in accordance with the Corporation’s pay policy over the severance period unless the Corporation is notified by the Executive in writing within two (2) weeks of such termination that he elects that his Severance Benefits be payable as a lump sum cash payment, or a set of lump sum payments over a specified period of time, in which case this lump sum payment as soon as administratively feasible following the Date of Termination but no later than 70 or payments shall be payable within 10 days after such notification. If this termination without cause does not follow an effective change of control of the Date of Termination (subject to Section 7(h)). There Corporation, then the Severance Benefits shall be an automatic acceleration of payable in accordance with the vesting of any Equity-Based Awards granted to Executive by Corporation’s pay policy over the Company that were scheduled to vest by their terms within 12 months following the Date of Terminationseverance period. For greater certainty, and notwithstanding any other provision in this agreement, the parties agree that if the Executive’s position is changed for another senior management position within the Corporation, with equivalent base salary, bonus and all benefits, this shall not be interpreted as a constructive dismissal and the Executive shall not have the right to seek the extent application of this section 10.2, but the provisions of this Section 7(c) change section shall continue to apply for the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment Executive after this change of which is accelerated or otherwise enhanced pursuant to position within the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timeCorporation.

Termination Without Cause. Upon a termination of Employee’s employment hereunder without “cause”, in recognition of such termination and Employee’s agreement to be bound by the covenants contained in Sections 8, 9 and 10 hereof, Employee shall be entitled to receive a lump sum severance payment equal to the sum of (i) his then current annual Base Salary for the remainder of the Term (assuming there is no extension of the Term), but no less than one year of his then current Base Salary, and (ii) the highest cash bonus paid to Employee over the prior twenty four (24) month period, or the amount accrued during the current year for Employee’s cash bonus for that year, whichever is higher. This lump sum severance payment shall be made to Employee in accordance with the terms of Section 11(g) hereof, and subject to Section 11(f) hereof. . In addition, Employer shall continue to provide the Employee with hospital, health, medical and life insurance, and any other like benefits in effect at the time of such termination, on the terms and conditions under which they were offered to Employee prior to such termination for a period equal to the remaining Term, but no less than one year. In the event Executive’s employment Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the Company is terminated by the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided for above under the terms provided for herein, then in this Section 7(c) regarding Executivelieu of providing such benefits, Employer will pay the amount of Employee’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced premium to continue such coverage pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive Comprehensive Omnibus Budget Reconciliation Act. The Employee shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, if the Employee obtains new employment and such new employment provides for hospital, health, medical and life insurance, and other benefits, in a manner substantially similar to the Company regarding Equity-Based Awards granted benefits payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to Executiveprovide hereunder. ExecutiveFollowing the cessation of the continuation of Employee’s unpaid Base Annual Salary hospital, health, and medical insurance, Employee shall be paid through his Date of Termination permitted to elect to extend such insurance coverage under the policies maintained by Employer in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th applicable provisions of the calendar year following the end Section 4980B of the calendar year Internal Revenue Code of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy1986, as amended from time to time(“Code”), and Executive shall be entitled to all benefits under Section 5(d) subject and/or applicable state law, to the terms extent eligible to do so under the Code and conditions of the applicable plan documents and arrangements, as amended from time to timesuch state law.

Termination Without Cause. In the event the Executive’s employment with the Company is terminated by the Company without Causeother than for Cause upon or prior to the Expiration Date, and Section 8(a) does not apply, the Company shall pay or provide to the Executive an amount equal to his Base Annual Salary for (i) the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination Accrued Amounts; and (ii) subject to Section 7(h9: (A) subject to Section 25(b)). There shall be an automatic acceleration , continued payments of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within Base Salary for 12 months following the Date date of Termination, and to termination (the extent the provisions of this Section 7(c“Severance Payment”) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding policies as if the calendar year of Executive’s Date of Termination shall be paid when Executive were an employee (but off employee payroll); provided, that unless subject to further delay as set forth in Section 25(b), the AICP bonus for other participants is paid but in no event later than March 15th first payment of the calendar year following Severance Payment will made on the end sixtieth (60th) day after the date of termination and will include payment of any amounts that would otherwise be due prior thereto; and (B) the calendar year of Pro Rata Bonus. (C) subject to Section 25(b) hereof, if the applicable AICP bonus. In additionExecutive timely elects COBRA Coverage under the Health Plans, the Company shall pay to the Executive his award under any AICP monthly an amount equal to the difference of the Executive’s premium costs for such COBRA Coverage for the calendar year Executive and the Executive’s dependents minus the active employee rate under the Health Plans (excluding, for purposes of his Date calculating cost, an employee’s ability to pay premiums with pre-tax dollars) being paid by the Executive at the time of termination of employment, if any, until the earliest of (I) eighteen (18) months from the date of termination, (II) the Executive becoming eligible for medical benefits from a subsequent employer, or (III) the Executive and the Executive’s dependents otherwise ceasing to be eligible for COBRA Coverage (the “Termination (a) calculated COBRA Payments”); provided, that unless subject to further delay as set forth in Section 25(b), the first payment of the Termination COBRA Payments will made on the basis sixtieth (60th) day after the date of termination and will include payment of any amounts that would otherwise be due prior thereto. Following any such termination all equity awards granted to the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation governed in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents grant agreements. Payments and arrangementsbenefits provided in this Section 7(d) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, as amended from time to timepolicies or programs of the Company.

Termination Without Cause. In (a) Company may terminate Employee's employment relationship with Company at any time without Cause upon thirty (30) days written notice. Notwithstanding termination of Employee under this Section 10, Company shall continue to pay Employee's Base Compensation, as such Base Compensation would have accrued through a seventeen (17) month period following such termination so long as Employee executes and does not revoke a Separation Agreement and General Release Agreement acceptable to Company which will be substantially in the event Executive’s form attached hereto as Exhibit "B". (b) Employee may terminate his employment with Company for any or no reason, upon thirty (30) days written notice. If such notice is provided by Employee, Employer, in its sole discretion, may waive the notice period or any portion thereof, without pay (Base Compensation, Annual Bonus, etc.) or Fringe Benefits to Employee for the remaining notice period. The Company is shall then consider the Employee's employment terminated on the date on which Employee first gave written notice to the Company. Upon termination by Employee of his employment under the Company without Causeprovisions of this Subsection 10(b), the Company shall pay Executive an amount equal have no obligation to his Employee for Base Compensation, Annual Salary for Bonus, Fringe Benefits or any other form of compensation or benefits other than (a) amounts of Base Compensation accrued through the year in which date of termination, and (b) reimbursement of appropriately documented expenses incurred by Employee before the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Terminationemployment, and to the extent the provisions of this Section 7(c) change the terms of that Employee would have been entitled to such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through reimbursement but for his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year termination of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and employment. (c) payable at Termination of Employee's employment pursuant to Sections 7 through 10 shall release the same time other participants Company of all its liabilities and obligations under this Agreement, except as expressly provided in the plan receive payment but no later than March 15th Sections 7 through 10. Termination of the calendar year following the end Employee's employment pursuant to this Section shall not, however, release Employee from Employee's obligations and restrictions as stated in Sections 11 and 12 of the calendar year of the Date of Termination. Executive this Agreement. (d) Employee shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall not be entitled to all benefits any payment or benefit under any Company severance plan other than as reflected herein under Section 5(d) subject to 10, practice or policy, if any, in effect at or after the terms time of Employee's termination since this Agreement supersedes all such plans, practices and conditions of the applicable plan documents and arrangements, as amended from time to timepolicies.

Termination Without Cause. In Employer may terminate the event ExecutiveEmployee's employment at any time without cause by providing the Employee with one (1) week of written notice of termination within the Employee’s employment with first year of service and two additional weeks’ notice of termination per completed year thereafter, up to a maximum of thirty-six (36) weeks, or such notice, severance pay, if owing, accrued vacation pay and any other compensation or benefits that may be required to meet the Company requirements of the Employment Standards Act, 2000, whichever is greater. The Employee understands and agrees that the notice requirements contained in this section constitute a material inducement to the Employer to enter into this Agreement and to employ the Employee, and that the Employer would not enter into this Agreement absent such inducement. Where an Employee is terminated without cause, all benefits will only be continued during the statutory notice period under the Employment Standards Act, 2000, and, in the case of group benefits, continuance is subject to group insurance coverage being available from the insurer. The Employee agrees that any entitlement to notice or pay in lieu of notice in excess of the Employee’s statutory entitlements under the Employment Standards Act, 2000, is subject to mitigation and is conditional upon the Employee executing a Full and Final Release in favour of the Employer as prepared by the Company without Cause, Employer at the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which time of the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting Employee’s employment. Canadian Executive Employment Agreement – Salaried Initials_______ It is acknowledged and agreed that the Employer may, at its sole option, elect to pay the Employee's salary over the course of the notice period in lieu of any Equity-Based Awards granted notice required by this Agreement, or provide any combination of working notice and pay in lieu of notice at the Employer’s discretion. The Employee acknowledges and agrees that the payments, benefits and other compensation set out in this section shall constitute the Employee’s sole entitlement to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date notice, pay in lieu of Terminationnotice, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards severance or other compensation rights on termination whether by statute or awards at common law. In no event shall be determined according to the controlling plan documents and award agreementsEmployee receive less than the minimum entitlements of the Employment Standards Act, 2000, and in the benefits provided event that any portion of this contract is found in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation ofviolation of such minimum standards, the value or benefit of any Equity-Based Awardsminimum standard shall replace the provision and shall apply, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timemore.

Termination Without Cause. In Employer shall have the event right to terminate this Agreement without cause at any time during the Term of this Agreement by written notice to Executive’s employment with the Company is terminated by the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year effective date of termination as specified in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There such notice shall be an automatic acceleration referred to as the "Early Termination Date." Non-renewal of this Agreement shall not constitute termination without cause. Except as otherwise provided in Employer's benefit plans, by COBRA, or other law, Executive's right to participate in the vesting benefit plans of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 Employer shall cease three (3) months following the Early Termination Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonusTerm, whichever period is longer ("Early Termination Benefits"). In additionthe event Employer elects to terminate this Agreement without cause, the Company shall pay in addition to any monies which Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financialis entitled to receive pursuant to Employer's policies or benefit plans, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to receive his Base Salary at its current rate of pay ("Base Salary Payment") and any bonus payment he would otherwise have been entitled to ("Bonus Payment") through the end of the Term or for a period of three (3) months, whichever period of time is longer. Collectively, such "Base Salary Payment" and "Bonus Payment" may be hereinafter referred to as "Early Termination Payment". Executive's entitlement to such Early Termination Payment and Early Termination Benefits survives the Term of this Agreement. In other words, absent a renewal of this Agreement, if Executive is terminated without cause in month 14 of employment, he shall be entitled to an Early Termination Payment equal to three (3) months Base Salary Payment and Bonus Payment, if any, payable or otherwise based on performance during this period and Early Termination Benefits for a period of three (3) months. The Base Salary less applicable deductions and withholdings shall be paid in equal installments (the "Installment Payments") during the period commencing on the Early Termination Date (the "Base Salary Payment Period") in accordance with Employer's payroll practices (but not less often than twice a month). However, if during the Base Salary Payment Period, Executive becomes self-employed or becomes employed by or becomes an independent contractor or consultant to another person or entity (collectively, "New Employment"), all benefits under Section 5(dfuture Installment Payments will be offset by any earnings or other monies received from the New Employment. Executive will immediately provide notice to Employer (in accordance with Paragraph 12 below) subject of any New Employment and provide Employer with documentation which reflects Employee's compensation with respect thereto. Employer shall be entitled to recover from Executive any overpayment of the Base Salary which results from Employee's failure to disclose New Employment or from Employee's failure to accurately inform Employer of the amount of compensation received by Employee in connection with such New Employment. Executive agrees that in the event this Agreement is terminated by Employer without cause, the Early Termination Payment shall constitute Executive's sole and exclusive remedy for the termination of his employment and the termination of this Agreement. Executive acknowledges he has been advised it is Employer's policy that payment of annual or other bonuses is solely a matter of Employer's discretion, and Executive agrees that in the event of his termination without cause, he has no legal right to the terms and conditions payment of the applicable plan documents Bonus Payment or any other bonus, other than as specified above. Upon tender of any Bonus Payment by Employer, without any further action or notice on the part of any party, Executive, if he accepts such Bonus Payment, shall be deemed to have released Employer, its parents, subsidiaries, affiliates, successors and arrangementsassigns, as amended and the officers, directors, agents and employees of each of them, from time any and all claims, liabilities, judgments and expenses (including attorney's fees) arising from Executive's employment with Employer and the termination thereof (including, but not limited to, claims arising from the termination of this Agreement), but not a release of any right Executive may have to timereceive the unpaid portion of the Base Salary.

Termination Without Cause. The Board may, for any reason, without cause or a hearing, terminate this Agreement at any time. In consideration for the event Executive’s employment with the Company is terminated by the Company exercise of this right to terminate without Causecause, the Company District shall pay Executive an amount to the Superintendent from the date of termination until the expiration of this Agreement, or for a period of twelve (12) months, whichever is less, a sum equal to his Base Annual Salary for the year difference between Superintendent's salary at the rate in effect during the Superintendent's last month of service and the amount which the termination occurs in a lump sum cash payment Superintendent earns from any other employment-related source (whether as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)employee, independent contractor, consultant or self-employed). There As a condition of payment, the Superintendent shall be an automatic acceleration of the vesting of any Equity-Based Awards granted obligated to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, immediately seek other employment and to notify the extent District in writing immediately if the provisions of this Section 7(c) change the terms of Superintendent earns income from any employment-related source as defined above. Any such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards termination shall be in addition towriting, shall specify the effective date of the termination, and not in limitation ofshall terminate all of the Superintendent's employment rights and entitlements with the District. The Superintendent shall execute a full release of claims against the District and its officers, agents, and employees as a condition of receipt of the severance payment; otherwise, no severance payment shall be required and termination shall be effective, nonetheless. For purposes of this Agreement, the term "salary" shall include only the Superintendent's regular monthly base salary and shall not include the value or benefit of any Equity-Based Awardsother stipends, allowances, reimbursements, or benefits received under this Agreement. All payments made pursuant to this termination without cause provision shall be subject to applicable payroll deductions and shall be treated as compensation for state and federal tax purposes. No payments made pursuant to this early termination provision shall constitute creditable service or creditable compensation for retirement purposes. Payments made pursuant to this termination without cause provision shall be considered as final settlement pay and shall not count for any retirement purpose; accordingly, no deductions shall be made for retirement purposes. If the Superintendent is terminated without cause and elects to retire instead of fulfilling the Superintendent's obligation to seek other employment as set forth above, the exercisabilityParties agree that, vesting effective upon the date of the Superintendent's retirement with Ca1STRS or payment of which is accelerated or otherwise enhanced pursuant Ca1PERS, the amount payable to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary Superintendent as salary shall be paid through his Date reduced by the amount of Termination in accordance with retirement income earned by the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonusSuperintendent from Ca1STRS or Ca1PERS. In addition, the Company shall pay Executive his award under any AICP in consideration for the calendar year exercise of his Date of Termination (a) calculated this right to terminate this Agreement without cause, the Superintendent shall also be entitled to continue participation in the District’s health and welfare benefit program on the basis same terms and conditions as described herein in this Agreement for the remainder of the Company and Executive having fully met all performance criteria unexpired term of this Agreement, or a period of twelve (financial12) months, personal or otherwise) for a target bonus (which will not include until the Superintendent obtains other employment, whichever occurs first. The Parties agree that any multiplier damages to the Superintendent that may result from the Board's early termination of this Agreement cannot be applicable readily ascertained. Accordingly, the Parties agree that the payments made pursuant to this termination without cause provision fully compensates the Superintendent for all tort, contract, and other damages of any nature whatsoever, whether in law or equity, and does not result in a maximum bonus), (b) paid on penalty. The Parties agree that the basis District's completion of a deemed 12-month calendar year participation in its obligations under this provision constitutes the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject Superintendent's sole remedy to the terms and conditions of fullest extent provided by law. Finally, the applicable plan documents and arrangementsParties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code sections 53260, as amended from time to timeet seq.

Termination Without Cause. In the event of termination of the Executive’s employment with hereunder by Company “Without Cause” (other than for a Termination for a Change of Control hereinafter separately provided for) the Company is terminated by Executive shall be entitled to the Company without Cause, following severance pay and benefits: (i) Severance Pay — severance payments in the Company shall pay Executive an amount equal form of continuation of the Executive’s base salary as in effect immediately prior to his Base Annual Salary such termination for a period of 12 months commencing on the year sixtieth (60th) day following the effective date of such termination. (ii) Benefits Continuation — continued coverage under the Company’s medical care and life insurance benefit plans in which the termination occurs in a lump sum cash payment as soon as administratively feasible following Executive is participating at the Date time of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Terminationtermination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis same terms as applicable to other executive employees of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and over the same period with respect to which the Executive’s base salary is continued as provided in Section 9(b)(i) hereof; provided, however, that the Company’s obligation to provide such coverages shall be terminated if the Executive obtains substitute coverage from another employer of the Executive at any time during the continuation period; the Executive shall be entitled obligated to all benefits under Section 5(d) subject to notify Company of any such substitute coverage and the terms and conditions date of commencement thereof promptly upon obtaining any such coverage; the Executive shall be entitled, at the expiration of the applicable plan documents and arrangementsperiod of benefits continuation under this Section 9(b)(ii), to elect continued medical coverage upon timely election of COBRA continuation coverage, in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended from time (or any successor provision thereto) with the Company premiums paid at the same percentage as prior to time.the Executive’s termination; provided that, if COBRA continuation coverage is otherwise earlier terminated under applicable law, then, in lieu of coverage, the Company will pay its share of the monthly Company premium in effect prior to the termination of COBRA continuation coverage directly to the Executive each month for the remainder of the relevant period. Any amounts paid by the Company on Executive’s behalf under this Section 9(b)(ii) to continue the Executive’s medical care and life insurance benefits shall be recorded as additional income pursuant to Section 6041 of the Code and shall not be entitled to any tax qualified treatment; and

Termination Without Cause. In The Company may terminate the event Executive’s employment with the Company is terminated by the Company without for any reason, or no reason at all, at any time; provided, that upon a Termination Without Cause, the Company shall provide the compensation and benefits set forth in this Section ‎8. In the event of a Termination Without Cause, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement. Upon the Executive’s Termination Without Cause, unless the Company otherwise elects as set forth hereinbelow, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which Executive, on the termination occurs in Termination Date, a lump sum cash payment amount, which is equal to the sum of (i) any Base Salary and bonus compensation earned but unpaid as soon as administratively feasible following of the Date Termination Date; plus (ii) the balance of Termination but no later than 70 days after Executive’s Base Salary through the Date end of Termination the then existing Term; and (subject iii) reimbursement of business expenses to which the Executive is entitled pursuant to Section 7(h)). There shall be an automatic acceleration ‎5 as of the vesting Termination Date. Notwithstanding the foregoing, upon termination, in lieu of any Equity-Based Awards granted a lump sum amount the Company may elect to continue paying to Executive by the Base Salary through the remainder of the then existing Term in accordance with customary Company that were scheduled to vest by their terms within 12 months following payroll policies. The Company shall also pay the Date of Termination, and Executive any amounts due to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of any Benefit Plans in which the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination was a participant, in accordance with the Company’s normal payroll practicesterms of such plans. Any unpaid AICP bonus In addition, provided the Executive properly elects COBRA continuation coverage, the Company shall reimburse the Executive for a year preceding the calendar year cost of COBRA premiums for health care coverage for the Executive and the Executive’s Date of Termination shall be paid when spouse and children, as applicable and to the AICP bonus extent eligible for other participants is paid but in no event later than March 15th of the calendar year any elected coverage, for up to six (6) months following the end of the calendar year of the applicable AICP bonusTermination Date. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all any vested benefits under Section 5(d) subject to the Restricted Stock Award Agreement as of the Termination Date in accordance with the terms and conditions of the applicable plan documents and arrangements, as amended from time to timethereof.

Termination Without Cause. The Executive's employment under this Agreement may be terminated at any time by the Company, without cause, upon fourteen (14) days' written notice to the Executive (such termination referred to throughout this Agreement as a "Termination Without Cause"). In the event Executive’s employment with the Company is terminated by the Company without of any such Termination Without Cause, the Company shall agrees to pay to the Executive as severance pay, an amount equal to his Base Annual Salary the greater of (x) Executive's base salary (at the then current rate) for the year remainder of the Term or (y) twelve (12) months base salary (at then current rate) plus pro rata performance bonus earned and unpaid through the date of such termination and any business expenses and other fringe benefits otherwise due to the Executive (the "Severance Payment"). The Severance Payment shall be payable in which equal monthly installments commencing on the termination occurs in a lump sum cash payment as soon as administratively feasible first day of each month following the Date date of Termination termination, for as many months as required by the immediately foregoing sentence. The Executive shall also be entitled to payment for (i) any bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occurs. All other obligations of the Employer under this Agreement shall automatically cease, and the Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law. By way of example, if the Executive were to resign for Good Reason or terminated Without Cause on January 31, 2006, then the Executive would receive as a Severance Payment equal to five (5) months base salary at the rate of $400,000 and twelve (12) months base salary at the rate of $460,000 plus the Executive would be entitled to 7/12 of his performance bonus, if any, based on the Company's Free Cash Flow as of the First Anniversary Date. Such pro rated bonus, if any, would be due and payable to the Executive, no later than 70 45 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timeFirst Anniversary Date.

Termination Without Cause. The Company at any time without prior written notice may terminate Executive’s employment without cause. In the event Executive’s employment with is terminated without cause, Executive shall receive payment for all earned but unpaid Base Salary as of Executive’s termination date (which for purposes of this Section 4(e), shall be the date specified by the Board); accrued but unused vacation time as of Executive’s termination date; the amount of any unreimbursed expenses described in Section 2(f), which were incurred by Executive before his termination date; and benefits the Executive is then entitled to receive under applicable benefit plans of the Company. All of the foregoing payments and benefits shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. In the event Executive’s employment is terminated without cause under this Section 4(e), and provided that Executive has executed a general release in form and substance satisfactory to the Company is terminated by the Company without Causeand substantially similar to Exhibit A hereto, the Company also shall pay provide to Executive as severance (i) the payment of an amount equal to his Executive’s highest Base Annual Salary during the twelve (12) month period prior to the termination date, and the target Bonus for the year in which such termination of employment occurs, less all applicable federal, state, or local taxes and other normal payroll deductions, payable in equal installments on the Company’s regular pay schedule over a period of twelve (12) months; (ii) continuation of Executive’s participation in the Company’s health and welfare benefits (other than disability benefits) until the earlier of (x) twelve (12) months following Executive’s termination or (y) such time as Executive is covered by comparable programs of a subsequent employer; (iii) continuation of Executive’s participation in any management perquisites applicable to Executive until the earlier of (x) twelve (12) months following Executive’s termination or (y) such time as Executive is covered by comparable perquisites of a subsequent employer; (iv) the payment to Executive, at the end of the fiscal year in which Executive’s termination occurs, of a pro rata portion of Executive’s target Bonus for the year in which Executive’s termination occurs, prorated for Executive’s actual employment period during such year and adjusted for performance; and (v) the provision of not less than eighteen (18) months of executive-level outplacement services at Company expense; provided, however, the expense for such services in any calendar year shall not exceed eighteen percent (18%) of the amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination occurs date and the target Bonus for the year in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of which such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreementtermination occurs. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits specifically provided in this Section 7(c) regarding Executive’s Equity-Based Awards 4(e), no other compensation of any kind or severance or other payment of any kind shall be in addition to, payable by the Company after such termination date and not in limitation of, all benefits provided by the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated Company to Executive under this Agreement or otherwise enhanced pursuant to the terms shall cease as of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timetermination date.

Termination Without Cause. In The Company may, with or without reason, terminate Employee's employment under this Agreement without "cause" at any time, by providing Employee sixty (60) days prior written notice of such termination. If Employee's employment is terminated pursuant to this Section 8(b), Employee shall not be obligated to render services to the event Executive’s Company following the effective date of such notice (the "Notice Date") except such services as are requested by the Co pursuant to Section 11 ("Transition Period Services"), and as its sole and exclusive obligation and duty to Employee resulting directly or indirectly from the termination of Employee's employment with the Company is terminated by and in full and complete settlement of any and all claims that Employee may have or claim to have arising directly or indirectly out of the Company without Causetermination of his employment with the Company, the Company shall pay Executive Employee, as severance pay, an amount (the "Severance Amount") equal to the product of multiplying the then current monthly base salary by twelve (12) monthly periods (the "Severance Period"). The Severance Amount shall be payable by the Company to Employee in an amount equal to his the Base Annual Salary on the Notice Date. The Company shall also pay to the Employee a portion of any discretionary bonus (the "Bonus Portion"), as determined by the Company's Board of Directors, referred to in Section 3(a) ("Compensation-Base Salary"), that, but for the termination of Employee's employment, would have been paid to Employee for or with respect to the calendar year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date Employee's employment is terminated. The Bonus Portion shall consist of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration that percentage of the vesting said discretionary bonus determined by dividing the number of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 full or partial calendar months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding during the calendar year of Executive’s Date of Termination shall be paid when in which Employee's employment is terminated that Employee was in the AICP bonus for other participants is paid but in no event later than March 15th employ of the calendar year following Company by twelve (12). Until the end of the calendar year of the applicable AICP bonus. In additionSeverance Period or until Employee is gainfully employed by another employer, which ever time period is less, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable allow Employee to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year continue participation in the plan, and (c) payable Company s group health insurance plan at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following Company's expense. In accordance with all applicable laws, Employee shall be extended all COBRA rights and benefits at the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timeSeverance Period.

Termination Without Cause. In the event If at any time (A) prior to Executive’s attainment of age 65 and (B) other than during a Protection Period, Executive’s employment with by the Company is terminated by the Company without CauseCause (and other than a termination for Disability), then the Company shall pay or provide Executive an amount equal with: (i) Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i); (ii) Any unpaid bonus earned with respect to his Base Annual Salary any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date amount of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There which shall be an automatic acceleration of based on actual performance under the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, applicable bonus plan and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation ofa fraction, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment numerator of which is accelerated or otherwise enhanced pursuant to the terms number of days elapsed during the LTIP or agreement heretofore or hereafter adopted between Executive performance year through the date of termination and the Company regarding Equitydenominator of which is 365, which pro-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP rated bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when bonuses are paid generally to senior executives for such year; (iv) Severance payments in the AICP bonus aggregate amount equal to the sum of (A) Executive’s then Base Salary plus (B) his annual target bonus, which amount shall be payable to Executive in equal payroll installments over a period of twelve (12) months; (v) Subject to Executive’s continued co-payment of premiums, continued participation for other participants is paid but twelve (12) months in no event later than March 15th the Company’s medical benefits plan which covers Executive and his eligible dependents upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect for active employees of the calendar Company. In the event Executive obtains other employment that offers substantially similar or more favorable medical benefits, such continuation of coverage by the Company under this subsection shall immediately cease. The continuation of health benefits under this subsection shall reduce the period of coverage and count against Executive’s right to healthcare continuation benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); and (vi) Executive’s Inducement Awards shall become immediately fully vested. Executive’s Inducement SSARs shall be exercisable for the lesser of one year following the end date of termination or the exercise period stated in the award agreement. Any restricted stock units awarded with respect to the 2007 PSUs shall become immediately fully vested, and any restricted stock units to be awarded with respect to the 2007 PSUs shall be fully vested immediately upon award. If Executive’s termination of employment occurs prior to 2008, then restricted stock units shall be awarded with respect to 2007 PSUs based upon performance for all of calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time2007.

Termination Without Cause. The Board may, for any reason, without cause or a hearing, terminate this Agreement at any time. In consideration for the event Executive’s employment with the Company is terminated by the Company exercise of this right to terminate without Causecause, the Company District shall pay Executive an amount to the Superintendent from the date of termination until the expiration of this Agreement, or for a period of twelve (12) months, whichever is less, a sum equal to his Base Annual Salary for the year Superintendent's base salary at the rate in which effect during the Superintendent's last month of service. Any such termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition towriting, shall specify the effective date of the termination, and not in limitation ofshall terminate all of the Superintendent's employment rights and entitlements with the District. The Superintendent shall execute a full release of claims against the District and its officers, agents, and employees as a condition of receipt of the severance payment; otherwise, no severance payment shall be required and termination shall be effective, nonetheless. For purposes of this Agreement, the term "salary" shall include only the Superintendent's regular monthly base salary and shall not include the value or benefit of any Equity-Based Awardsother stipends, the exercisabilityallowances, vesting reimbursements, or payment of which is accelerated or otherwise enhanced benefits received under this Agreement. All payments made pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary this termination without cause provision shall be paid through his Date of Termination in accordance with the Company’s normal subject to applicable payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination deductions and shall be paid when the AICP bonus treated as compensation for other participants is paid but in state and federal tax purposes. No payments made pursuant to this early termination provision shall constitute creditable service or creditable compensation for retirement purposes. Payments made pursuant to this termination without cause provision shall be considered as final settlement pay and shall not count for any retirement purpose; accordingly, no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonusdeductions shall be made for retirement purposes. In addition, the Company shall pay Executive his award under any AICP in consideration for the calendar year exercise of his Date of Termination (a) calculated this right to terminate this Agreement without cause, the Superintendent shall also be entitled to continue participation in the District’s health and welfare benefit program on the basis same terms and conditions as described herein in this Agreement for the remainder of the Company and Executive having fully met all performance criteria unexpired term of this Agreement, or a period of twelve (financial12) months, personal or otherwise) for a target bonus (which will not include until the Superintendent obtains other employment, whichever occurs first. The Parties agree that any multiplier damages to the Superintendent that may result from the Board's early termination of this Agreement cannot be applicable readily ascertained. Accordingly, the Parties agree that the payments made pursuant to this termination without cause provision fully compensates the Superintendent for all tort, contract, and other damages of any nature whatsoever, whether in law or equity, and does not result in a maximum bonus), (b) paid on penalty. The Parties agree that the basis District's completion of a deemed 12-month calendar year participation in its obligations under this provision constitutes the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject Superintendent's sole remedy to the terms and conditions of fullest extent provided by law. Finally, the applicable plan documents and arrangementsParties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code sections 53260, as amended from time to timeet seq.

Termination Without Cause. (1) If Bank terminates Employee without cause, Employee shall receive: (i) Continued payment, in accordance with Bank’s standard payroll practices, of Employee’s then-current base salary from the effective date of termination through the remainder of the Term but not less than for a period of one (1) year; (ii) The pro rata portion of any incentive compensation earned but not yet paid, which shall be calculated in the ordinary course and paid in accordance with Bank’s standard payroll practices; and (iii) Reimbursement of expenses described in Section 6(e) incurred but not yet reimbursed. In addition, for the event Executivethree (3) calendar months following the effective date of Employee’s employment with termination without cause, Employee (and, where applicable, his dependents) shall be entitled to continue participation in the Company is terminated group insurance plans maintained by the Company without CauseBank, the Company including life, disability and health insurance programs, as if he were still an employee of Bank. Where applicable, Employee’s salary for purposes of such plans shall pay Executive an amount be deemed to be equal to his Base Annual Salary annual salary in effect immediately prior to such termination. To the extent that Bank finds it not feasible to obtain coverage for Employee under its group insurance policies during such three (3) month period, Bank shall provide Employee with individual policies which offer at least the year same level of coverage and which impose not more than the same costs on Employee. The foregoing notwithstanding, in which the termination occurs event that Employee becomes eligible for comparable group insurance coverage in a lump sum cash payment connection with new employment, Bank’s obligation to provide coverage under this paragraph shall terminate immediately upon Employee’s eligibility for such coverage. Any group health continuation coverage that Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) shall commence upon Employee’s election to participate therein at such time as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Terminationcoverage under this paragraph terminates, and continue for such period of time as allowed under the COBRA regulations. Employee acknowledges that COBRA coverage will be at his own cost and expense and that failure by him to the extent the provisions submit timely payment of this Section 7(c) change the terms premiums therefor will result in cancellation of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreementCOBRA coverage. Except as provided in the previous sentence, ExecutiveEmployee’s rights under any Equity-Based Awards or other compensation rights or awards shall employee benefit plans in which he may have participated will be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable written plan documents and arrangements, as amended from time to timegoverning those plans.

Termination Without Cause. In the event If Executive’s employment with the Company is terminated by the Company without (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 Company shall pay date of termination, plus he will be entitled to receive the following severance benefits: (i) Executive an will be entitled to receive a severance amount equal to his then current Base Annual Salary for a period of nine (9) months from the year in which date of termination, plus a bonus equal to the termination occurs in greater of (a) Executive’s most recent Discretionary Bonus or (b) six (6) months of Base Salary, both to be paid within five (5) business days from the date of 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 lump sum cash payment as soon as administratively feasible following period of nine (9) months from the Date date of Termination but no later than 70 days after the Date of Termination termination; and (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equityiii) All non-Based Awards vested equity awards granted to Executive by the Company that were scheduled to will immediately vest by their terms within 12 and will be exercisable for a period of three months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination termination in accordance with the Company’s normal payroll practices2016 Stock Incentive Plan or any similar plan as the Company may adopt from time to time which such equity award was granted under. Any unpaid AICP bonus for a year preceding For purposes of this Agreement: (i) any material reduction in the calendar year Executive’s responsibilities, duties, title or compensation of the 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 Date employment without cause or upon the Executive’s resignation as a result of an Effective Termination shall be paid when Without Cause, except for the AICP bonus for other participants is paid but obligations set forth in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In additionthis subsection 5a., the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis obligations of the Company to make any further payments or to provide any further benefits to Executive under this Agreement will cease and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on terminate. If the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th independent members of the calendar year following Board of Directors unanimously determine, at their sole election, that the end Executive has materially not met his obligations as set forth in Section 1 above, but not to the full extent required to trigger termination for Cause as defined in subsection 5d., then termination of the calendar year of the Date of Termination. Executive shall will be reimbursed for all expenses incurred deemed to be a resignation and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits governed under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timesubsection 5b.

Termination Without Cause. In If the event Executive’s Company elects to terminate your employment for reasons other than just cause, then it may do so, for any reason not prohibited by statute, by providing you with the following: (a) The greater of: i. seventy eight weeks’ notice or payment of Base Salary in lieu of such notice; and ii. the minimum amount of notice or pay in lieu of notice as is required to be provided to you pursuant to the provisions of Ontario Employment Standards Act, 2000; (b) one and a half times the average actual amounts paid as STI during the prior two years; (c) in addition to (b) pro rated STI for the year worked to the date of termination based on paragraph 5 (d) Any statutory severance pay that may be required to be provided to you pursuant to the provisions of the Employment Standards Act, 2000; and (e) The continuation of any statutorily prescribed benefits for the minimum amount of time prescribed by the provisions of the Employment Standards Act, 2000. The Employee understands and agrees that as a condition of receiving any payments pursuant to the above paragraph 8(ii)(a) that exceed the statutory entitlements provided by the ESA, the Employee will be required to execute a release in favor of the Company, immediately execute written resignations from any position as officer or director of the Company is terminated or any of its subsidiaries and affiliates, as well as immediately comply with section 7 of the Intellectual Property and Confidential Information Agreement. The Employee also understands and agrees that the Employee shall be obligated to use all reasonable efforts to mitigate any and all damages suffered as a result of termination, with all remuneration received as a result of such mitigation forming a credit to those payments that are due by the Company without Causeto the Employee pursuant to paragraph 8(ii)(a), the Company shall pay Executive an amount equal to his Base Annual Salary for the year which are in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration excess of the vesting of any Equity-Based Awards granted to Executive statutory entitlements provided by the Company that were scheduled ESA. If you are then participating in any incentive compensation plan/program, then incentive compensation (if any) owing to vest by their terms within 12 months following the Date of Termination, you will be calculated and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or paid out in the future, this Section 7(c) shall be deemed an amendment to usual manner and at the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided usual time in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to accordance with the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination applicable plan/program then in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid effect, but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents on termination or resignation of employment. Notwithstanding anything in this agreement, the Company guarantees that you will at all times receive your minimum entitlements under the governing employment standards legislation in force at the time of your termination from employment. Any payments made pursuant to the above provisions are in full satisfaction of any amounts owing to you including statutory entitlements and arrangementscommon law damages in any way related to your employment. You specifically acknowledge that by entering into this agreement you are hereby forfeiting your right to claim common law notice of termination, as amended from time which may be greater than the amount of notice required to timebe provided to you pursuant to the provisions of this Agreement. These termination provisions will apply throughout your employment with the Company regardless of any changes to your salary, benefits, position title, or job responsibilities.

Termination Without Cause. In If the event Company shall terminate Executive’s employment for any reason other than for Cause, or pursuant to Paragraph 14 or Executive shall terminate his employment with the Company is terminated by for Good Reason (as hereafter defined) in addition to any approved unreimbursed business expenses and other Executive benefits (as discussed above), Executive shall be entitled to receive, as severance and damages and in exchange for a general release in favor of the Company without Cause, and other members of the Company shall pay Group and the promises made by Executive hereunder the following: (a) upon the date of termination of employment a sum equal to 12 months’ Base Salary at the then current rate; (b) upon the date of termination of employment an amount equal to his Base Annual Salary the unpaid Pension Sum for the year in which termination occurs pro rated to the date of termination plus an amount equal to the Pension Sum for an additional 12 months payable in the manner and as calculated in accordance with subparagraph 3(b) above; (c) continuation of your medical insurance and life insurance for a period of 12 months following the date of termination of employment on the terms applicable immediately prior thereto or, if it is not reasonably practicable, to continue to provide such benefits, make a payment to you to enable you to purchase similar benefits on broadly comparable terms; (d) on the date of termination of employment a sum equivalent to your unpaid car allowance (as set forth in subparagraph 3(d)) for such year; (e) outplacement counseling services in an amount of $20,000 payable by the Company; (f) your bonus applicable to the year in which the date of termination occurs, pro rated to the date of termination, payable at the same time as bonuses to other participants in the relevant bonus scheme are paid in respect of the fiscal year in which termination of employment occurs; and (g) on the date of termination of employment pay you a sum equal to the target bonus (using the formulas applicable for the year in which the date of termination occurs in a lump sum cash payment as soon as administratively feasible following and assuming the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(ctarget for such year is met) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later less than March 15th 84% of the calendar year following the end of the calendar year of the applicable AICP bonusyour then Base Salary. In addition, the The Company shall pay procure that maximum discretions are exercised in favor of Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policyoptions schemes or plans. For the purposes of the bonus due under subparagraphs 10(f) and 10(g), as amended from time to time, and Executive you shall be entitled treated no less favorably than other executives of your status in respect of the level of bonus paid to all benefits under Section 5(d) subject to you. For the avoidance of doubt insofar as the bonus provisions of this Paragraph conflict with the provisions of any applicable bonus scheme, the terms and conditions of the applicable plan documents and arrangements, as amended from time to timethis Paragraph shall prevail.

Termination Without Cause. In Any termination of employment by the CEO other than termination for cause, including but not limited to, the Company's failure to renew or extend this Agreement pursuant to Paragraph 2, (which shall be deemed termination without cause), shall not prejudice the Employee's right to compensation or other benefits under this Agreement. The parties acknowledge and agree that damages which will result to Employee for termination without cause shall be extremely difficult or impossible to establish or prove, and agree that, unless the termination is for cause, the Company shall be obligated to make a payment to the Employee as liquidated damages in an amount equal to the greater of (A) one year's minimum annual salary as set forth in Section 4 hereof and (B) the Employee's total compensation hereunder for the twelve (12) months preceding the termination, provided, however, that in the event Executive’s that the Company fails to renew or extend this Agreement and the Employee's employment continues, then the amount payable to Employee hereunder shall not be paid until the cessation of Employee's employment. Employee agrees that, except for such other payments and benefits to which the Employee may be entitled as expressly provided by the terms of this Agreement, such liquidated damages shall be in lieu of all other claims, demands or causes of action which Employee may make by reason of such termination. The liquidated damages amount shall not be reduced by any compensation which the Employee may receive for any other employment with another employer after termination of his employment with the Company. At the election of the Company, the payment of such liquidated damages shall be made either by a lump sum payment on the Employee's last day of employment with the Company is terminated by or over the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration course of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 next twelve months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination equal bimonthly payments in accordance with the Company’s normal 's then standard payroll policies and practices. Any unpaid AICP bonus Such bimonthly payments shall be made by wire transfer to the bank account designated by the Employee. The Company's failure to make each and every payment when due and the continuance thereof for a year preceding the calendar year period of Executive’s Date of Termination five (5) days shall be paid when a material breach of this Agreement and the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive Employee shall be entitled to demand and receive in a lump sum all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timeunpaid liquidated damages.

Termination Without Cause. The Board may, for any reason, without cause or a hearing, terminate this Agreement at any time by providing the Chancellor not less than thirty (30) days written notice. In consideration for the event Executive’s employment with the Company is terminated by the Company without Causeexercise of this right, the Company District shall pay Executive an amount to Chancellor for the remainder of this Agreement or eighteen (18) months, whichever is less, a sum equal to his Base Annual Salary for the year difference between the Chancellor’s salary rate in which effect during the termination occurs in a lump sum cash payment Chancellor’s last month of service and the amount that the Chancellor earns from any other employment related source (whether as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)employee, independent contractor, consultant or self-employed). There Payments to the Chancellor shall be an automatic acceleration of made on a monthly basis unless the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonusBoard agrees otherwise. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive Chancellor shall be entitled to all receive health and welfare benefits at the District’s expense for an amount of time commensurate with the amount of time to which the Chancellor is entitled to the preceding payments or until the Chancellor finds other employment that provides health and welfare benefits, whichever occurs first. For purposes of this Agreement, the term “salary” shall include only the Chancellor’s regular monthly base salary and shall not include the value of any other allowances, stipends, reimbursements or benefits received under Section 5(d) this Agreement except to receive the health and welfare benefits as contained herein. Payments made pursuant to this termination without cause provision may be subject to applicable payroll deductions and treated as compensation for state and federal tax purposes. No payments made pursuant to this early termination provision shall constitute creditable service or creditable compensation for retirement purposes. Payments made pursuant to this termination without cause provision shall be considered as final settlement pay and shall not count for any retirement purposes; accordingly, no deductions shall be made for retirement purposes. The parties agree that any damages to the terms Chancellor that may result from the Board’s early termination of this Agreement cannot be readily ascertained. Accordingly, the parties agree that the payments made pursuant to this termination without cause provision constitute reasonable liquidated damages for the Chancellor, fully compensates the Chancellor for all tort, contract and conditions other damages of any nature whatsoever, whether in law or equity, and do not result in a penalty. The parties agree that the applicable plan documents District’s completion of its obligations under this provision constitutes the Chancellor’s sole remedy to the fullest extent provided by law. Finally, the parties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code Sections 53260, et seq. Notwithstanding any other provision of this Agreement to the contrary, if the Board believes, and arrangementssubsequently confirms through an independent audit, that the Chancellor has engaged in fraud, misappropriation of funds, or other illegal fiscal practices, then the Board may terminate the Chancellor and the Chancellor shall not be entitled to the cash, salary payments, health benefits or other non-cash settlement as amended from time set forth above. This provision is intended to timeimplement the requirements of Government Code Section 53260, subdivision (b).

Termination Without Cause. In (a) The Company may terminate the event ExecutiveTerm of Employment and Employee’s employment relationship with the Company is terminated by the Company it for any or no reason (without Cause), upon written notice to Employee (the “Termination Notice”). The Company shall then consider Employee’s employment relationship with it and the Term of Employment terminated as of the date of the Termination Notice. From and after the delivery of the Termination Notice, the Company shall pay Executive an amount to Employee severance pay equal to his Employee’s Base Annual Salary Compensation in effect at the time of termination, exclusive of Bonus and any incentive compensation, and the continuation of employee benefits for the year in which shorter of (a) the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later period until Employee is employed other than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled and (b) a period of one year (the “Severance Pay”). The Severance Pay will be paid to vest by their terms within 12 months Employee in twelve (12) consecutive monthly installments beginning on the fifty-second (52nd) day following the Date effective date of Terminationthe Termination Notice; provided however, that no severance pay will be paid to Employee unless, within the fifty-second day period referenced above, Employee executes and does not revoke a separation agreement and general release, each in a form satisfactory to the extent the provisions Company. The foregoing Severance Pay is in lieu of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted shall have no obligation to Executive. Executive’s unpaid Employee for Base Annual Salary shall be paid through Compensation, Bonus, Fringe Benefits or any other form of compensation or benefit, except as otherwise required by law, or as set forth in benefit plans provided at Company. (b) Employee may terminate the Term of Employment and his Date of Termination in accordance employment relationship with the Company’s normal payroll practicesCompany for any or no reason, upon sixty (60) days written notice to the Chairman (“Resignation Notice Period”). Any unpaid AICP bonus If such notice is provided by Employee, the Chairman, in his sole discretion, may waive the Resignation Notice Period or any portion thereof, without pay (Base Compensation, etc.) or Fringe Benefits to Employee for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th remaining part of the calendar year following Resignation Notice Period. From and after the end of date specified by the calendar year of the applicable AICP bonus. In additionChairman, the Company shall pay Executive his award under have no obligation to Employee for Base Compensation, Fringe Benefits or any AICP other form of compensation or benefit, except as otherwise required by law, or as set forth in benefit plans provided at Company expense. (c) If within the twenty-four (24) month period following a Change in Control Employee is either terminated (a “Subsequent Termination”) or resigns for “Good Reason” (a “Good Reason Resignation”), Employee will receive a cash payment from the calendar year Company or its successor-in-interest equal to two times the sum of his Date of Termination (a) calculated on Employee’s Base Compensation in effect at the basis time of the Company and Executive having fully met all performance criteria (financial, personal Subsequent Termination or otherwise) Resignation for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), Good Reason plus (b) Employee’s Average Bonus. Payments received pursuant to this Section 10(c) would be in lieu of any and all payments Employee would receive under the Company’s Corporate Severance Pay Plan. The payment will be paid to Employee in twenty-four (24) consecutive monthly installments beginning on the basis fifty-second (52nd) day following the date of Employee’s termination of employment with the Company; provided however, that no severance pay will be paid unless, within the fifty-two (52) day period referenced above, Employee executes and does not revoke a deemed 12separation agreement and general release, each in a form satisfactory to the Company. (d) Termination of the Term of Employment and Employee’s employment relationship with the Company pursuant to this Paragraph 10 shall not release Employee from Employee’s post-month calendar year participation employment obligations and restrictions as set forth in the this Agreement. (e) Employee shall not be entitled to any payment or benefit under any Company plan, and (c) payable practice or policy, if any, in effect at or after the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end termination of the calendar year Term of Employment and the Date termination of Termination. Executive shall be reimbursed Employee’s employment relationship with the Company, other than those provided for all by this Agreement. (f) Reimbursement of appropriately documented expenses incurred and by Employee before the termination of employment in accordance with Section 5(e); Executive this Paragraph 10, to the extent that Employee would have been entitled to such reimbursement but for termination of his/her employment and the Term of Employment, shall be paid by the Company to Employee. (g) The compensation and benefits provided to Employee pursuant to this Agreement shall be subject to all accrued unused vacation in accordance with withholdings and deductions required by applicable law or by the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the practice or applicable plan documents and arrangements, as amended from time to timeplan.

Termination Without Cause. In If the event Executive’s 's employment with the Company is terminated by the ​ ​ Company without Cause, the Company shall pay the Executive any Annual Salary and Annual Bonus from the preceding calendar year to the extent accrued but unpaid as of the effective date of the Executive's termination; accrued but unused vacation in accordance with Company policy; and all business expenses that were incurred and not reimbursed but eligible for reimbursement (collectively, the "Accrued Obligations"). In addition, subject to Section 19, the Company will pay the Executive an amount equal to his Base twenty four (24) months of the Executive's Annual Salary at the rate in effect on the date of termination, plus annual bonus for twenty four (24) months based upon the year in which average of the termination occurs prior two years of bonus payment payable in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 within sixty (60) calendar days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting date of any Equity-Based Awards granted termination. This payment includes and is not in addition to Executive by all statutory payments under Mexican law such as the Company that were scheduled to vest by their terms within 12 months following 3 month constitutional indemnity, tenure premium of 20 days per year of services, etc. and has been computed taking into consideration the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, Annual Bonus and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition toOptions, and not in limitation ofif applicable. Provided the Executive timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In additionas amended ("COBRA"), the Company shall pay Executive his award under any AICP also pay, on the Executive's behalf, the portion of monthly premiums for the calendar year Executive's group health insurance, including coverage for the Executive's dependents, that the Company paid immediately prior to the date of his Date termination, during the twelve (12) month period following the date of Termination (a) calculated on termination, subject to the basis Executive's continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination. The Executive will continue to be required to pay that portion of the Company and premium for the Executive's health coverage, including coverage for the Executive's eligible dependents, that the Executive having fully met all performance criteria (financialwas required to pay as an active employee immediately prior to the date of termination. Notwithstanding the foregoing, personal or otherwise) for in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company's group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonusmutually agreeable alternative arrangement. Upon termination under this Section 4(a), (bi) paid the Sign on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable Options vested at the same time other participants in date of termination will be exercisable for a period of one year from the plan receive payment but no later than March 15th date of termination ; (ii) the Options, to the extent unvested, shall immediately vest, (iii) all vested Stock Options shall remain exercisable until the earlier of (x) the date one hundred eighty (180) calendar days following termination of employment or (y) the expiration of the calendar year following the end of the calendar year of the Date of Terminationoriginal option term. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.​

Termination Without Cause. In At any time Company shall have the event Executiveright to terminate this Agreement and Employee’s employment with the hereunder by written notice to Employee. Upon any termination without Cause pursuant to this Section 4.4, Company is terminated by the Company without Cause, the Company (a) shall pay Executive Employee any unpaid amounts of his Total Salary accrued prior to the date of termination, (b) shall reimburse Employee for all expenses described in Section 3.1 of this Agreement incurred prior to the date of termination and (c) shall pay Employee an amount (“Severance Payments”) equal to his Base Annual Total Salary for the year in which the termination occurs a period of twelve (12) months, paid ratably over such twelve (12) month period or in a lump sum cash payment sum, as soon as administratively feasible following determined by the Date of Termination but Board, subject to all appropriate withholdings and deductions, provided, however, that no later than 70 Severance Payments shall be paid until Employee has signed and delivered a release agreement satisfactory to Company and not revoked it during any applicable statutory revocation period. Employee will forfeit the right to any Severance Payments under this Section 4.4 unless such release is signed and not subsequently revoked within ninety (90) days after it is provided to Employee by Company. Employee shall receive the Date Additional Benefits for the period of Termination time during so long as Severance Payments are being made to Employee (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive “Severance Benefits”) Upon making the Severance Payments and providing the Severance Benefits, if any, required by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future4.4, this Section 7(c) Company shall be deemed an amendment have no further liability to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentenceEmployee other than any amounts duly payable pursuant to any 401K plan, Executive’s rights under any Equity-Based Awards employee benefit plan, life insurance policy or other compensation rights plan, program or awards shall be determined according policy then maintained or provided by Company to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced Employee pursuant to the terms thereof. E. Section 5.2 of the LTIP or agreement heretofore or hereafter adopted between Executive Agreement is deleted and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination following new Section 5.2 is inserted in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.its place:

Termination Without Cause. In Notwithstanding anything to the event contrary contained herein, it is agreed by the parties hereto that the Bank may at any time without Cause and for any reason immediately terminate this Agreement and Executive’s employment with the Company is terminated by the Company without Cause, Bank by action of their respective Boards. Upon such termination by the Company shall pay Executive an amount equal to his Base Annual Salary for Bank all benefits provided by the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted Bank hereunder to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Terminationshall thereupon cease, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards this Subparagraph F.4 or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to timeSubparagraph F.5, and Executive shall be entitled deemed to all benefits have voluntarily resigned as a director, officer and employee of the Bank and any corporation, partnership, venture, limited liability company or other entity controlled by, controlling or under Section 5(d) subject common control with the Bank or MB, and shall deliver such written resignation as Bank may request. Notwithstanding the foregoing, it is agreed that in the event of such termination without Cause by the Bank upon the delivery to the Bank by Executive of a waiver and release in substantially the form of Attachment “A” to this Agreement, and Executive’s compliance with the terms thereof, Executive shall be entitled to, upon the effective date of termination, payment of a lump sum equivalent to twelve (12) months’ base salary as such base salary is in effect on the date of termination of employment, plus continuation of Executive’s medical benefits for a period of twelve (12) months following such termination, with Bank continuing to pay Executive’s share of premiums and conditions associated costs as if Executive continued to be employed with the Bank; provided, however, that the Bank’s obligation to provide such coverage shall be terminated if Executive is eligible to receive comparable substitute coverage from another employer at any time during such twelve-month period. Executive agrees to advise the Bank immediately if such comparable substitute coverage is available from another employer. Notwithstanding any provision to the contrary in this Subparagraph F.4, no severance benefits shall be payable to Executive hereunder if Executive’s employment is terminated for any of the applicable plan documents reasons delineated in ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇.▇, ▇.▇ or F.3 hereof or while grounds for termination under such Subparagraphs exist, and arrangements, as amended from time no severance benefits shall be payable to timeExecutive under this Subparagraph F.4 if payments are required to be made to Executive under Subparagraph F.5 hereof.

Termination Without Cause. In The Corporation may terminate the event Executive’s employment at any time without cause by providing the Executive written notice and the following entitlements: (a) the Corporation shall pay the Executive all outstanding and accrued base salary under Section 3.1 and vacation pay, earned and owing up to the last day of the Period of Active Employment, and shall reimburse the Executive for all proper expenses incurred by the Executive in connection with the Company is terminated by Corporation’s business prior to the Company without Cause, last day of the Company Period of Active Employment; (b) the Corporation shall pay the Executive an amount equal to his Base Annual Salary for 24 months’ base salary; (c) the year Corporation shall pay the Executive an amount in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration lieu of the vesting Executive’s performance bonus equal to 50% of any Equity-Based Awards granted Base Salary; (d) the Corporation shall continue the Executive’s benefit coverage for a period of six (6) months, or alternatively, if it is unable to continue the Executive’s participation in one or more of its benefit plans, the Corporation shall pay the Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and an amount equal to the extent premium cost or contributions the provisions Corporation would otherwise have made in respect of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or Executive’s participation in the future, this Section 7(crelevant plan(s) shall be deemed an amendment to for six (6) months. (e) Except any amounts that are required under the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of Employment Standards Act (which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th requirements of the calendar year following the end of the calendar year of the applicable AICP bonus. In additionEmployment Standards Act), the Company Corporation shall pay Executive his award under any AICP for have the calendar year option of his Date of Termination (amaking the payments required by Section 4.3(b) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at either in lump sum within 30 days after the same time other participants in the plan receive payment but no later than March 15th last day of the calendar year following Period of Active Employment or in six (6) equal monthly instalments commencing 30 days after the end last day of the calendar year Period of Active Employment. (f) The Corporation shall make the Date payments and continue to provide the benefits required by this Section 4.3 whether or not the Executive finds or seeks alternate employment. (g) The Executive acknowledges and agrees that the severance compensation provided for in this Section 4.3 is fair and reasonable and is the result of Terminationnegotiation between the Parties. The Executive acknowledges and agrees that the entitlements detailed above will be in complete satisfaction of all amounts arising from the termination of employment without cause and on receipt of such entitlements, there shall be reimbursed for all expenses incurred nothing further due and payable in accordance with Section 5(e); Executive shall be paid all accrued unused vacation respect of said termination. For greater clarity, the parties agree that the entitlements detailed in accordance with the Company’s vacation policy, as amended from time this section displace any entitlement to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions common law notice following termination of the applicable plan documents and arrangements, as amended from time to timeemployment without cause.

Termination Without Cause. If, for any reason, without cause or a hearing, at any time, the Board determines, in its sole discretion, that such action is in the best interest of the District, the Board may unilaterally terminate this Agreement. In consideration for the event Executive’s employment exercise of this right, the District shall pay to Deputy Superintendent and Chief Financial Officer from the date of termination until the expiration of this Agreement, or for a period of twelve (12) months, whichever is less, a sum equal to Deputy Superintendent and Chief Financial Officer's base salary. Payments to Deputy Superintendent and Chief Financial Officer shall be made on a monthly basis unless the parties agree in writing otherwise. For purposes of this Agreement, the term "salary" shall include only Deputy Superintendent and Chief Financial Officer's regular monthly base salary and shall not include the value of any other stipends, reimbursements or benefits received under this Agreement. All payments made pursuant to this termination without cause provision shall be subject to applicable payroll deductions and shall be treated as compensation for state and federal tax purposes. No payments made pursuant to this early termination provision shall constitute creditable service, creditable compensation or compensation earnable for CalSTRS or CalPERS retirement purposes. Payments made pursuant to this termination without cause provision shall be considered as final settlement pay; accordingly, no deductions shall be made for retirement purposes. Deputy Superintendent and Chief Financial Officer shall also be entitled to a continued District contribution toward health benefits, as those benefits may change from time-to-time, for the remainder of the unexpired term of this Agreement, for a period of twelve (12) months, or until Deputy Superintendent and Chief Financial Officer obtains other employment, whichever occurs first. The parties agree that any damages to Deputy Superintendent and Chief Financial Officer that may result from the Board's early termination of this Agreement without cause cannot be readily ascertained. Accordingly, the parties agree that the payments made pursuant to this termination without cause provision, along with the Company is terminated by the Company without CauseDistrict's agreement to provide health benefits, the Company shall pay Executive an amount equal to his Base Annual Salary constitutes reasonable liquidated damages for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting Deputy Superintendent and Chief Financial Officer, fully compensates Deputy Superintendent and Chief Financial Officer for all contract damages of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Terminationnature whatsoever, whether in law or equity, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and does not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a penalty. The parties agree that the District's completion of its obligations under this provision constitutes Deputy Superintendent and Chief Financial Officer's sole remedy to the fullest extent provided by law. Finally, the parties agree that this provision meets the requirements governing maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation cash settlements as set forth in the planGovernment Code section 53260 et seq., and (c) payable at that any payment of cash or other consideration to Deputy Superintendent and Chief Financial Officer pursuant to a settlement agreement resulting from the same time other participants in termination of this Agreement by the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) Board is subject to the terms limitations and conditions requirements contained in Government Code sections 53260 et seq., and other applicable provisions of the applicable plan documents and arrangementslaw, as the law may be amended from time to time-to-time.

Termination Without Cause. Either Executive or FSI may terminate ------------------------- this Agreement and Executive's employment without cause on at least seventy-five (75) days' written notice. In the event of termination pursuant to this Section 4.3, compensation shall be paid as follows: (a) if the notice of termination is given by Executive at any time, where cause for termination does not exist (as cause is defined in Section 4.2) Executive shall be paid at the then current rate of Executive’s 's annual Base Salary through the date of termination specified in such notice (but not to exceed 75 days); (b) if the notice of termination is given by FSI, (1) Executive shall be paid at the then current rate of Executive's annual Base Salary through the date of termination specified in the notice, provided, however, that FSI shall have the option of making termination of the Agreement and Executive's employment with effective immediately upon notice, in which case Executive shall be paid through a notice period of seventy-five (75) days; and (2) Executive shall receive, within fifteen (15) days following termination, a lump sum payment equivalent to two (2) years' Base Salary. (c) In the Company is terminated by event that termination occurs pursuant to Section 4.3(b) then, in addition to the Company without Causepayments specified in said Section, the Company FSI shall pay to Executive an any amount equal to (1) the bonus, if any, to which Executive would otherwise have become entitled under any FSI bonus or incentive plan in effect at the time of termination of this Agreement had Executive remained continuously employed for the full fiscal year in which termination occurred and continued to perform his Base Annual Salary for duties in the same manner as they were performed immediately prior to termination, multiplied by (2) a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which termination occurred and the termination occurs in a lump sum cash payment denominator of which is 12. The amount payable pursuant to this Section 4.3(c) shall be considered earned as soon as administratively feasible following of the Date of Termination but no later than 70 date 15 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of date such bonus would have been paid had Executive remained employed for the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, full fiscal year and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th as of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timedate earned.

Termination Without Cause. In the event (a) The Board of Directors may, at its discretion, terminate Executive’s employment with duties and responsibilities as Chief Executive Officer. Such action shall require a majority vote of the Company is terminated entire Board of Directors and shall be effective immediately upon delivery to Executive of written notice of this action by the Company without CauseBoard of Directors, or at such other time as may be agreed upon by both parties to this Agreement. Following such termination, all rights, obligations and duties of both parties relative to this Agreement shall cease, except that, for the month in which the Executive’s duties were terminated and for the two (2) year period following, the Company Bank shall continue to pay Executive an amount equal his then current salary and shall continue his family health, vision, dental and life insurance coverages on the same schedule as if the employment has not been terminated. The Bank shall also pay to his Base Annual Salary Executive two (2) times the annual incentive bonus payable under the then-current incentive bonus plan calculated based upon one hundred percent (100%) goal achievement for the calendar year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which employment is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonusterminated. In addition, all unvested Restricted Stock Awards, Stock Options or other equity awards shall become fully vested as of the Company date of termination regardless of the vesting schedule associated with such awards. Such continuation of pay and medical and disability insurance shall pay constitute an agreed upon termination payment to Executive his award and shall be made in all instances in which there is a “termination without cause” under this Paragraph 7(a). Throughout this period, Executive shall not be required to perform any AICP duties for the calendar year Bank, or report to work. At no cost to the Executive, the Executive shall, however, demonstrate good faith in cooperating and assisting with the transitioning of his Date projects and communication of Termination information concerning endeavors with which he had been involved on behalf of the Bank. In the event that Executive secures other employment prior to the expiration of the termination payment set forth in this Section 7 (a) calculated on ), said termination payment shall terminate coincident with the basis date upon which such other employment commences, except that the difference, if any, between the Executive’s former rate of compensation and the rate which is applicable to the new position shall continue to be paid to the Executive until conclusion of the Company and time period set forth herein. Executive, however, shall be under no obligation to seek other employment prior to the expiration of this termination payment. Notwithstanding the terms set forth herein, nothing shall prohibit Executive having fully met all performance criteria (financial, personal from seeking other employment or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result acting in a maximum bonus)consulting capacity for or with any other employer prior to the expiration of the termination payment, provided that engaging in consulting activities shall not cause Bank to be relieved from making the payments required by this Section. Executive and Bank shall have no other obligations to this other hereunder, except for those provided for in Section 11. (b) paid on The payments made in 7(a) above by the basis of Bank are conditioned upon the Executive resigning from all positions held as a deemed 12-month calendar year participation in director, officer and employee at the plan, Bank and all its subsidiaries. (c) payable at Except as set forth in this Section 7, the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall not be entitled to all any other payments or benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timeBank following his Termination without Cause.

Termination Without Cause. The Board may, for any reason, without cause or a hearing, terminate this Agreement at any time. In consideration for the event Executive’s employment with the Company is terminated by the Company exercise of this right to terminate without Causecause, the Company District shall pay Executive an amount to the Superintendent from the date of termination until the expiration of this Agreement, or for a period of twelve (12) months, whichever is less, a sum equal to his Base Annual Salary for the year difference between Superintendent's salary at the rate in effect during the Superintendent's last month of service and the amount which the termination occurs in a lump sum cash payment Superintendent earns from any other employment- related source (whether as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)employee, independent contractor, consultant or self- employed). There As a condition of payment, the Superintendent shall be an automatic acceleration of the vesting of any Equity-Based Awards granted obligated to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, immediately seek other employment and to notify the extent District in writing immediately if the provisions of this Section 7(c) change the terms of Superintendent earns income from any employment-related source as defined above. Any such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards termination shall be in addition towriting, shall specify the effective date of the termination, and not in limitation ofshall terminate all of the Superintendent's employment rights and entitlements with the District. The Superintendent shall execute a full release of claims against the District and its officers, agents, and employees as a condition of receipt of the severance payment; otherwise, no severance payment shall be required and termination shall be effective, nonetheless. For purposes of this Agreement, the term "salary" shall include only the Superintendent's regular monthly base salary and shall not include the value or benefit of any Equity-Based Awardsother stipends, allowances, reimbursements, or benefits received under this Agreement. All payments made pursuant to this termination without cause provision shall be subject to applicable payroll deductions and shall be treated as compensation for state and federal tax purposes. No payments made pursuant to this early termination provision shall constitute creditable service or creditable compensation for retirement purposes. Payments made pursuant to this termination without cause provision shall be considered as final settlement pay and shall not count for any retirement purpose; accordingly, no deductions shall be made for retirement purposes. If the Superintendent is terminated without cause and elects to retire instead of fulfilling the Superintendent's obligation to seek other employment as set forth above, the exercisabilityParties agree that, vesting effective upon the date of the Superintendent's retirement with ▇▇▇▇▇▇▇ or payment of which is accelerated or otherwise enhanced pursuant CalPERS, the amount payable to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary Superintendent as salary shall be paid through his Date reduced by the amount of Termination in accordance with retirement income earned by the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonusSuperintendent from CalSTRS or CalPERS. In addition, the Company shall pay Executive his award under any AICP in consideration for the calendar year exercise of his Date of Termination (a) calculated this right to terminate this Agreement without cause, the Superintendent shall also be entitled to continue participation in the District’s health and welfare benefit program on the basis same terms and conditions as described herein in this Agreement for the remainder of the Company and Executive having fully met all performance criteria unexpired term of this Agreement, or a period of twelve (financial12) months, personal or otherwise) for a target bonus (which will not include until the Superintendent obtains other employment, whichever occurs first. The Parties agree that any multiplier damages to the Superintendent that may result from the Board's early termination of this Agreement cannot be applicable readily ascertained. Accordingly, the Parties agree that the payments made pursuant to this termination without cause provision fully compensates the Superintendent for all tort, contract, and other damages of any nature whatsoever, whether in law or equity, and does not result in a maximum bonus), (b) paid on penalty. The Parties agree that the basis District's completion of a deemed 12-month calendar year participation in its obligations under this provision constitutes the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject Superintendent's sole remedy to the terms and conditions of fullest extent provided by law. Finally, the applicable plan documents and arrangementsParties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code sections 53260, as amended from time to timeet seq.

Termination Without Cause. Upon a termination of Employee’s employment hereunder without “cause”, in recognition of such termination and Employee’s agreement to be bound by the covenants contained in Sections 8, 9 and 10 hereof, Employee shall be entitled to receive a lump sum severance payment equal to the sum of (i) his then current annual Base Salary for the remainder of the then remaining Term, but no less than one year of his then current Base Salary, and (ii) the highest cash bonus paid to Employee over the prior thirty six month period, or the amount accrued during the current year for Employee’s cash bonus for that year, whichever is higher. This lump sum severance payment shall be made to Employee in accordance with the terms of Section 11(g) hereof, and subject to Section 11(f) hereof. In addition, Employer shall continue to provide the Employee with hospital, health, medical and life insurance, and any other like benefits in effect at the time of such termination, on the terms and conditions under which they were offered to Employee prior to such termination for a period equal to the then remaining Term, but no less than one year. In the event Executive’s employment Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the Company is terminated by the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided for above under the terms provided for herein, then in this Section 7(c) regarding Executivelieu of providing such benefits, Employer will pay an amount equal, on an after tax basis, to Employee’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced premium to continue such coverage pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive Comprehensive Omnibus Budget Reconciliation Act. The Employee shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, if the Employee obtains new employment and such new employment provides for hospital, health, medical and life insurance, and other benefits, in a manner substantially similar to the Company regarding Equity-Based Awards granted benefits payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to Executiveprovide hereunder. ExecutiveFollowing the cessation of the continuation of Employee’s unpaid Base Annual Salary hospital, health, and medical insurance, Employee shall be paid through his Date of Termination permitted to elect to extend such insurance coverage under the policies maintained by Employer in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th applicable provisions of the calendar year following the end Section 4980B of the calendar year Internal Revenue Code of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy1986, as amended from time to time(“Code”), and Executive shall be entitled to all benefits under Section 5(d) subject and/or applicable state law, to the terms extent eligible to do so under the Code and conditions of the applicable plan documents and arrangements, as amended from time to timesuch state law.

Termination Without Cause. In the event Executive’s employment with the Company is terminated by the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.

Termination Without Cause. In Provided that not less than six (6) months have elapsed since the event effective date of this Agreement, if Executive’s employment with the Company is thereafter terminated by the Company without (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 Company shall pay date of termination, plus he will be entitled to receive the following severance benefits: (i) Executive an will be entitled to receive a severance amount equal to his then current Base Annual Salary for a period of six (6) months from the year in which date of termination, plus a bonus equal to the termination occurs in greater of (a) Executive’s most recent Discretionary Bonus or (b) three (3) months of Base Salary, both to be paid within five (5) business days from the date of 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 lump sum cash payment as soon as administratively feasible following period of six (6) months from the Date date of Termination but no later than 70 days after the Date of Termination termination; and (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equityiii) All non-Based Awards vested equity awards granted to Executive by the Company that were scheduled to will immediately vest by their terms within 12 and will be exercisable for a period of three months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination termination in accordance with the Company’s normal payroll practices2016 Stock Incentive Plan or any similar plan as the Company may adopt from time to time which such equity award was granted under. Any unpaid AICP bonus for a year preceding For purposes of this Agreement: (i) any material reduction in the calendar year Executive’s responsibilities, duties, title or compensation of the 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 Date employment without cause or upon the Executive’s resignation as a result of an Effective Termination shall be paid when Without Cause, except for the AICP bonus for other participants is paid but obligations set forth in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In additionthis subsection 5a., the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis obligations of the Company to make any further payments or to provide any further benefits to Executive under this Agreement will cease and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on terminate. If the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th independent members of the calendar year following Board of Directors unanimously determine, at their sole election, that the end Executive has materially not met his obligations as set forth in Section 1 above, but not to the full extent required to trigger termination for Cause as defined in subsection 5d., then termination of the calendar year of the Date of Termination. Executive shall will be reimbursed for all expenses incurred deemed to be a resignation and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits governed under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timesubsection 5b.

Termination Without Cause. Notwithstanding anything to the contrary herein, Company reserves the right to terminate Employee’s employment and this Agreement without Cause. If Company terminates Employee’s employment and this Agreement without Cause, and, solely in exchange for Employee’s execution and delivery of Company’s then standard separation agreement, which includes, among other obligations, a full release of claims against Company and related entities and persons (sample release language is attached hereto as Exhibit A, which language may be modified by the Company in the future), within the time period specified therein, and upon such agreement becoming effective by its terms, the following terms shall apply: (i) The Company will pay Employee an amount equal to eighteen (18) months of Employee’s then current Base Salary, less applicable withholdings. This amount will be paid in a lump sum no later than 60 days following your termination of employment. This payment will not be eligible for deferrals to Company’s 401(k) plan. (ii) Subject to the terms of paragraph 4.B. herein, if you are terminated between January 1 and March 15, a Bonus payment for the calendar year ending prior to your termination (“Prior Year”) payable at the same rate that continuing employees receive their Bonus payment, less applicable tax withholdings, but in no event to exceed 100% of your target payout; provided that (i) Company pays a Bonus to eligible employees under Company’s ABP for the Prior Year, (ii) such Bonus has not already been paid to you at the time of termination of your employment, and (iii) you were otherwise eligible for such Bonus payment if you had remained employed through the date of payout. This payment will be paid in a lump sum no later than 60 days following your termination of employment. This payment will not be eligible for deferrals to Company’s 401(k) plan. (iii) In addition, subject to the event Executiveterms of paragraph 4.B. herein, Employee will receive a one-time, lump-sum severance payment in an amount equal to the amount of the target Bonus payment Employee would have received under the ABP for the current performance period, prorated through the effective date of Employee’s termination of employment, less tax withholdings. This payment will be paid no later than 60 days following your termination of employment. This payment will not be eligible for deferrals to Company’s 401(k) plan. (iv) If Employee elects group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Company will pay the cost of Employee’s medical, dental and vision benefit coverage (“group health coverage”) under COBRA for up to eighteen (18) months, in accordance with COBRA, beginning the first day of the calendar month following Employee’s termination of employment. Employee agrees that the Company may impute compensation income to Employee in an amount equal to 102% of the premium cost for such group health coverage if necessary to avoid adverse income tax consequences to Employee resulting from the application of Section 105(h) of the Code to the Company’s payment of the cost of such group health coverage. (v) If your separation agreement fails to become effective and irrevocable prior to the sixtieth (60th) day following your termination of employment, the Company will have no obligation to make the payments provided by Sections 5.A.(i), (ii), and (iii) herein, other than to provide you with COBRA to the extent required by law. (vi) Employee agrees to reasonably assist Company, in connection with any litigation, investigation or other matter involving your tenure as an employee, officer or director of the Company, including, but not limited to, meetings with Company representatives and counsel and giving testimony in any legal proceeding involving Company. Company will reimburse you for reasonable out-of-pocket expenses incurred in rendering such assistance to Company (not including attorney’s fees, unless required by federal, state or local law). Furthermore, Employee agrees not to affirmatively encourage or assist any person or entity in litigation against Company or its affiliates, officers, employees and agents in any manner. This provision does not prohibit Employee’s response to a valid subpoena for documents or testimony or other lawful process or limit Employee’s rights that are not legally waivable; however, Employee agrees to provide Company with prompt notice of said process. (vii) Employee agrees not to make any disparaging or untruthful remarks or statements about Company or its products, services, officers, directors, or employees. Company agrees not to cause its officers or senior executives to make on its behalf any disparaging or untruthful remarks or statements about Employee’s employment with the Company is terminated to prospective employers of Employee following Employee’s termination from employment. Nothing in this Agreement prevents Employee or Company from making truthful statements when required by law, court order, subpoena, or the like, to a governmental agency or body or in connection with any legal proceeding. (viii) Employee shall not be entitled to notice and severance under any policy or plan of Company without Cause(the payments set forth in this paragraph 5.A. being given in lieu thereof) and Employee waives all participation in and claims under such policies and plans; (ix) Employee agrees that if Employee breaches any of Employee’s obligations, to the material detriment of Company, under subparagraphs 5.A.(vi) or (vii), under sections 6 or 9 of this Agreement, under the CNPR Agreement, or under the separation agreement described in this paragraph 5.A., Company shall pay Executive an amount equal has the right to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration seek recovery of the vesting of any Equity-Based Awards granted full payments made to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of TerminationEmployee under subparagraphs 5.A.(i), (ii) and (iii) above, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held obtain all other remedies provided by Executive now law or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timeequity.

Termination Without Cause. The Company may terminate the Period of Employment without Cause at any time upon sixty (60) days’ prior written notice to the Executive. If the Company should terminate the Period of Employment without Cause prior to a Change in Control or more than twelve (12) months after a Change in Control, the Executive shall be entitled to his Accrued Benefits. In addition, provided that the event Executive executes the mutual release and non-disparagement agreement referred to in paragraph (i) of this Section, the Executive will be entitled to the following separation payments: (i) severance compensation equal to the sum of: (A) continued payment for twelve (12) months of the Executive’s employment with the Company is terminated by the Company without Cause, the Company shall pay Executive Base Salary (based on his salary in effect immediately prior to such termination); and (B) an amount equal to his Base the annual cash bonus at target under the Company’s Annual Salary for Incentive Plan or other annual bonus plan at the year rate in effect immediately prior to termination of employment which shall be paid in accordance with the Company’s regular payroll practices reduced, if applicable, by any payments to which the Executive is entitled under any other severance plan of the Company (other than amounts payable pursuant to this Agreement); provided, however, that if a Change in Control occurs during the period in which the termination occurs Executive is receiving payments hereunder, the amount payable hereunder but not yet paid shall be paid in a lump sum cash payment as soon as administratively feasible within thirty (30) days following the Date of Termination but no later than 70 days after the Date of Termination Change in Control; (subject to Section 7(h)). There shall be an automatic acceleration ii) continuation of the vesting of any Equity-Based Awards granted Executive’s group health insurance and dental insurance with respect to Executive by and his dependents for the Company that were scheduled to vest by their terms within 12 months following greater of (i) the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as period provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP plan or agreement heretofore (ii) if the coverage or hereafter adopted between insurance is subject to Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the COBRA continuation period. In any case, for the twelve (12) month period immediately following the termination of the Executive’s employment (and only for such period), the costs of such continuation shall be shared by the Company and the Executive in the same proportion as such costs are shared by active employees of the Company. Notwithstanding the foregoing, in the event the Executive becomes reemployed with another employer and becomes eligible to receive comparable benefits under the employee benefit plans referred to in the preceding sentence from such employer, the Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary dependent’s shall no longer be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable entitled to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year continued participation in the applicable employee benefits plan, ; and (iii) senior executive level outplacement services for a period of twelve (12) months provided by an outplacement firm selected by the Executive and approved by the Company (csuch approval not to be unreasonably withheld) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed and paid for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with by the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.

Termination Without Cause. In the event Executive’s employment with At any time the Company is terminated shall have the right to terminate the Executive's employment hereunder by written notice to the Company without CauseExecutive; provided, however, that, the Company shall pay the Executive any unpaid Base Salary accrued through the effective date of termination specified in such notice and shall pay the Executive severance payments and provide him with severance benefits as follows: (a) The Company shall pay the Executive his Base Salary, in twelve equal installments, with the first such installment commencing on such effective date; provided, however, that in no event shall the Company be obligated to continue such payments beyond the Initial Term. (b) For a two (2) year period after the effective date of termination, the Company shall arrange to provide the Executive with benefits substantially similar to the benefits that the Executive was then currently receiving or entitled to receive under the Company's life, disability, accident and group health insurance plans or any similar plans in which the Executive was participating immediately prior to such effective date of termination ("Welfare Benefits") at a cost to the Executive which shall be no greater than the cost to the Executive in effect at such effective date of termination; provided, however, that to the extent any such coverage is prohibited by any judicial or legislative authority, the Company shall make alternative arrangements to provide the Executive with Welfare Benefit Plans, including, but not limited to, providing the Executive with a payment in an amount equal to his Base Annual Salary for the year in which Executive's cost of purchasing said Welfare Benefits. Benefits otherwise receivable by the termination occurs in a lump sum cash payment as soon as administratively feasible following Executive pursuant to the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There immediately preceding sentence shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and reduced to the extent comparable benefits are actually received on the Executive's behalf during the two (2) year period following the Executive's termination, and such benefits actually received by the Executive shall be reported to the Company. Notwithstanding anything set forth in this Section 5.4(b), in no event will the Company be obligated to pay a greater annual amount for the Welfare Benefits during such two (2) year period than it paid for such Welfare Benefits in the last year of the Executives employment hereunder. The Company shall have no further liability to the Executive hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus4.1), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.

Termination Without Cause. In the event The Company may terminate Executive’s employment without Cause (as defined below) at any time during the Employment Period upon written notice to Executive provided in accordance with Section 7 below (for purposes of this Section 4(a), the Company date specified in any such notice provided in accordance with this Section 4(a) shall constitute the “Date of Termination”). If Executive’s employment is terminated by the Company without Causeas provided in this Section 4(a), the Company shall promptly, or in the case of obligations described in clause (v) below, as such obligations become due to Executive, pay or provide to Executive, (i) Executive’s earned but unpaid Base Salary accrued through the Date of Termination, (ii) accrued but unpaid vacation time through the Date of Termination, (iii) any Annual Bonus required to be paid to Executive an amount equal pursuant to his Base Annual Salary this Agreement for any calendar year of the year in which Company ending prior to the termination occurs in a lump sum cash payment as soon as administratively feasible following Date of Termination, to the extent payable, but not previously paid, (iv) reimbursement of any business expenses incurred by Executive prior to the Date of Termination but no later than 70 days after that are reimbursable under Section 3(f) above, and (v) any vested benefits and other amounts due to Executive under any plan, program or policy of the Company or OA (together, the “Accrued Obligations”). In addition, subject to Executive’s execution and non-revocation of a binding Release (as defined below) in accordance with Section 4(g) below and Executive’s continued compliance with the Confidentiality Agreement (as defined below), Executive shall be entitled to the following payments and benefits from the Company (the “Severance”): (1) continued payment of Executive’s Base Salary at the rate in effect as of the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration for a period of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 twelve months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus procedures applicable to senior executives of OA, as in effect from time to time; (2) continued healthcare coverage for Executive and Executive’s legal dependents for a year preceding period of twelve months from the calendar year Date of Termination, to the extent each such individual received healthcare coverage provided by the Company immediately prior to such termination of employment, at the same cost to Executive as such coverage cost Executive immediately prior to such termination (subject to premium increases affecting participants in such plan(s) generally), provided that Executive properly elects continuation healthcare coverage under Section 4980B of the Internal Revenue Code and the regulations thereunder (“COBRA”); the healthcare coverage described in this Section 4(a)(2) shall be in addition to and not in lieu or a part of any continued healthcare coverage to which Executive would otherwise be entitled under COBRA absent this Section 4(a)(2), for which continued healthcare coverage Executive shall remain eligible following such twelve-month continuation period at Executive’s sole expense as and to the extent provided by law; and (3) a pro rated portion of the Annual Bonus that would otherwise become payable in respect of the year in which the Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination occurs (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonusif any), (b) paid on if and to the basis of a deemed 12-month calendar year participation in the planextent that, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year as of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with , the Company’s vacation policyCompany is on track to attain the performance objectives applicable to such Annual Bonus, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to determined in the terms and conditions reasonable discretion of the applicable plan documents and arrangementsCommittee, as amended from time provided, that if performance objectives have not yet been determined for such Annual Bonus, then no amount shall become payable pursuant to timethis Section 4(a)(3).

Termination Without Cause. In The Company may terminate the event Executive’s ------------------------- employment with the Company is terminated by the Company of Executive without Cause, the Company shall pay cause at any time upon written notice to Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash and payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, 6(c). On the value or benefit date of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In additiontermination, the Company shall pay Executive his award under current Base Salary prorated to the date of termination together with a lump sum equal to 3 months' Base Salary at the rate in effect on the date of termination. Thereafter, the Company shall continue to pay Executive his Base Salary at the rate in effect on the date of termination for a period of 12 months after termination as if he were still employed by the Company, provided that Executive shall give the -------- Company prompt written notice of any AICP employment he accepts during such period and the compensation he is to receive for such employment, and the Base Salary payable by the Company during such period shall be reduced by the amount of such other compensation received by Executive during such period. In addition, Executive shall receive that portion of any Guaranteed Bonus or Performance Bonus to which Executive would otherwise have been entitled for the calendar year of his Date of Termination (a) calculated on the basis of the Company in which such termination took place, determined and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (cmanner set forth in Section 6(b) payable at above. To the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with extent permitted by the Company’s vacation policy's group medical, as amended from time to timelife and disability insurance plans, and Executive shall be entitled to all benefits continue his participation in and coverage under such plans in the same manner he would have had he continued to be employed by the Company for the period expiring on the date he enters new employment or 12 months after the date of termination, whichever shall first occur. If any such plan does not permit the continued participation and coverage of Executive, the Company shall pay to Executive at the time each payment is made to Executive after termination under the first paragraph or this Section 6(c) the amount which the Company would have paid for Executive's coverage under such plan if Executive had been in the employment of the Company for the period to which such payment relates. The Company's obligation to make further payments under this Section 6(c) shall terminate if and when Executive shall have breached his obligations under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time5.

Termination Without Cause. In The Term and the event Executive’s employment with the Company is hereunder may be terminated by the Company without CauseCause at any time. In the event of any such termination, the Executive will be entitled to receive the Accrued Obligations and any earned but unpaid Annual Bonus for the year immediately preceding the year in which the Executive’s employment terminates, and subject to the Executive’s compliance with Section 7, Section 8, Section 9 and Section 10 and her execution of a release of claims in favor of Repare, the Company, its affiliates and their respective officers and board members in a form acceptable to the Company (the “Release”) and such Release becoming effective and irrevocable within 60 days following the Termination Date, the Executive will be entitled to receive: (a) an amount equal to 7 months’ of the Executive’s Base Salary in effect on the Termination Date, payable in equal monthly installments over 7 months, the first of which will commence on the first payroll period following the date the Release becomes effective and irrevocable, and the initial payment shall include a catch-up payment to cover amounts retroactive to the date immediately following the Termination Date, provided that if the 60-day period spans two calendar years, the payments will commence in the second calendar year, (b) provided the Executive or the Executive’s covered dependents, as the case may be, timely elects COBRA continuation coverage under the HIP, the portion of the COBRA premiums which is equal to the cost of coverage that the Company was paying as of the Termination Date, to continue Executive’s (and Executive’s covered dependents, as applicable) health and dental insurance coverage in effect on the Termination Date until the earlier of (i) 7 months following the Termination Date and (ii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 5.3(b), the Company shall pay the Executive an amount on the last day of each remaining month of such 7 month period, a fully taxable cash payment equal to his Base Annual Salary the COBRA premium for such month, subject to applicable tax withholding, for the year remainder of the 7 month period, and (c) Notwithstanding anything to the contrary in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (any applicable option agreement, all stock options that are subject to Section 7(h)). There shall be an automatic acceleration of the a time-based vesting of any Equity-Based Awards granted to Executive schedule that are held by the Company that were scheduled to vest by their terms within 12 Executive which would have vested if the Executive had remained employed for an additional 6 months following the Termination Date shall vest and become exercisable effective as of Termination, the Termination Date and to shall remain exercisable until the extent earlier of (i) the provisions expiration of this Section 7(c) change the terms term of such Equity-Based Awards held by Executive now or stock options and (ii) and 9 months following the Termination Date (provided that for any stock options that are “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), the period during which the stock options may be exercised will not be extended beyond the period set forth in the future, this Section 7(capplicable option agreement) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination ((a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at collectively, the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e“Severance Benefits”); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.

Termination Without Cause. Executive may terminate his employment under this Amended and Restated Agreement effective immediately by written notice to Employer, given within six (6) months after the occurrence of any of the following events without Executive's written consent: (i) The nature of Executive's duties or the scope of his responsibilities as set forth herein are materially modified without Executive's written consent; or (ii) Employer changes the location of its principal office to be outside a fifty (50) mile radius of Washington, D.C.; or (iii) The occurrence of a Change in Control as defined in Section 1 of Executive's Executive Agreement with Employer, as amended; or (iv) Executive is not reappointed as a member of the Board; or (v) A Chairman of the Board is appointed other than Executive; or (vi) This Amended and Restated Agreement is not assumed by any successor to Employer pursuant to Section 15(c) hereof in a situation other than a Change in Control. In the event Executive’s employment with the Company is terminated by the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive such termination by the Company that were scheduled to vest by their terms within 12 months following the Date of TerminationExecutive, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to receive, and Employer shall be obligated to provide to Executive, all payments, compensation (including, without limitation, a bonus for each year of the remaining term of Executive's employment under this Amended and Restated Agreement at least equal to the greater of (i) the greatest annual aggregate amount of any cash or stock bonuses paid to Executive in respect of any of the three (3) fiscal years immediately preceding such termination by Executive (it being understood and agreed that this amount shall not include compensation paid pursuant to performance share awards) or (ii) the amount equal to Executive's maximum aggregate cash or stock bonus (it being understood and agreed that a bonus shall not include compensation paid pursuant to performance share awards) which could be awarded for the fiscal year in which such termination by Executive occurs had he continued his employment until the end of such fiscal year, assuming all performance targets and goals (if applicable) had been fully met by Employer and by Executive, as applicable, for such year), and other benefits provided under this Amended and Restated Agreement, as if such termination had not occurred; provided, however, in the event that Executive's employment with Employer is terminated pursuant to Section 7(c)(iii) hereof, Executive shall receive such payments as are set forth in his Executive Agreement with Employer, as amended, in lieu of the payments or benefits due and payable under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time3 hereof.

Termination Without Cause. In This Agreement may be terminated at any time, without cause, by majority vote of the event Executive’s Corporation's Board of Directors. Such termination shall be effective upon written notice by the Corporation to Employee that this Agreement is terminated, but in such event, following Employee's execution and delivery of a General Release Agreement in a form acceptable to the Corporation for purposes of waiving and releasing any and all claims relating to or arising out of Employee's employment with the Company is terminated Corporation, Employee will be paid a "Severance Salary" in the amount of one (1) years' Basic Salary, as defined below. The Severance Salary shall be paid to Employee in bi-weekly installments, or in accordance with the Corporation's regular pay schedule as determined from time to time by the Company without CauseCorporation, over a twelve (12) month period immediately following such termination (the Company shall pay Executive an amount equal to his Base Annual Salary "Severance Period"). Notwithstanding the foregoing, in the event that Employee obtains a new position of employment during the Severance Period (including any position of self-employment, and any position in connection with Employee's family farm business), then, for the year in which remainder of the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There Severance Period, Employee shall be an automatic acceleration paid the remaining installments of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and Severance Salary only to the extent that the provisions amount of Severance Salary payable to Employee for that remaining portion of the Severance Period exceeds the amount of all earned income payable to Employee for the same period. Employee will use his best reasonable efforts to obtain a new position of employment following the termination or expiration of this Section 7(c) change Agreement in order to mitigate the terms amount of such Equity-Based Awards held Severance Salary payable by Executive now or in the future, this Section 7(c) Corporation. The Severance Salary shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreementslieu of, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be not in addition to, and not in limitation of, any other payments otherwise payable to Employee under this Agreement including severance payments to which senior management employees of the value Corporation may be entitled pursuant to policies of the Corporation applicable to such employees or benefit employees generally. In the event of any Equity-Based Awardsbreach by Employee of Section 11, the exercisability12 or 13 below, vesting or payment of which is accelerated or otherwise enhanced pursuant Employee shall cease to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under any payments pursuant to this Section 5(d) subject (no limitation on any other remedies available to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timeCorporation being intended).

Termination Without Cause. In If the event Executive’s employment with the Company Employment Period is terminated by ------------------------- the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject continue to receive his Base Salary for the terms period beginning on the date of such termination and conditions ending on the 10th anniversary of the applicable plan documents Effective Date. The payments of Executive's Base Salary by the Company under this Section 4(a) will be made periodically in the same amounts and arrangementsat the same intervals as if the Employment Period had not ended and Executive's Base Salary otherwise continued to be paid. In addition, (1) all unvested stock options and unvested "Equity Incentive Plan" shares previously granted to Executive shall automatically vest in full and (ii) the Company shall provide Executive with substantially the same level of medical benefits in effect for Executive as amended from time of the date of Executive's termination, with Executive remaining obligated to timecontinue to pay employee contributions towards such coverage at the same level as in effect as of the date of Executive's termination until the earlier of (A) the expiration of the Employment Period and (B) the date Executive becomes employed by another party. Executive shall not be required to mitigate the amount of any payment or benefit provided for under this Section 4 (a) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4(a) be reduced by any compensation earned by Executive as a result of other employment. Payment to Executive pursuant to this Section 4(a) shall constitute the entire obligation of the Company for severance pay and full settlement of any claim for severance pay under law or in equity that Executive might otherwise assert against the Company or any of its employees, officers or directors on account of the Company's termination of the Employment Period without Cause. Executive shall remain entitled to any benefits which are then due to him under the Company Benefit Plans.

Termination Without Cause. In the event Employer may terminate Executive’s 's employment under this Agreement at any time with the Company is terminated by the Company or without any Cause shown. Upon any such termination without Cause, or upon a resignation by Executive with Good Reason as described in Section 4(e), Executive shall be entitled to the Company following: (i) For the period from the termination date through the then-remaining term of this Agreement (the "Continuation Period"), Executive shall be entitled to continuation of his base salary, at the rate in effect on the termination date. This salary continuation shall be payable in accordance with Employer's regular payroll practices. The amount, if any, of such salary continuation that remains unpaid upon the occurrence of a Change in Control shall be accelerated and paid in full upon the closing date of such Change in Control transaction. (ii) For each month commencing with the month in which the date of termination occurs and ending with the last month of the Continuation Period, Employer shall pay to Executive an amount a payment equal to his Base Annual Salary one-twelfth (1/12) of Executive's Target Bonus for the fiscal year in which the date of termination occurs occurs. The amount, if any, of such monthly payments that remains unpaid upon the occurrence of a Change in Control shall be accelerated and paid in full upon the closing date of such Change in Control transaction. (iii) Executive shall receive the Annual Retention Bonuses as and when such amounts would have been payable had Executive's employment continued for the balance of the term of this Agreement. The amount, if any, of such Annual Retention Bonuses that remains unpaid upon the occurrence of a lump sum cash payment Change in Control shall be accelerated and paid in full upon the closing date of such Change in Control transaction. (iv) Executive and his spouse shall be entitled to continued health benefits on the same basis as soon if Executive had continued as administratively feasible an active employee of Employer until Executive attains Medicare benefit eligibility. For the longer of the duration of the Continuation Period, or two years following the Date date of Termination but no later than 70 days after termination, Employer shall bear the Date full cost thereof, and thereafter Executive shall bear such cost at Employer's COBRA rate. With the approval of Termination Executive, which approval shall not be unreasonably withheld, Employer may provide the foregoing coverage through the acquisition of insurance or other means provided that the benefits are substantially similar to the benefits provided under Employer's health benefit plans as in effect from time to time. (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms v) If a Change in Control occurs within 12 six (6) months following the date of termination, Executive shall receive the $1,000,000 Special Retention Bonus on the closing Date of Terminationsuch Change in Control transaction. Notwithstanding the foregoing, the aggregate amount of the payments to Executive under clauses (i), (ii), (iii) and (v) above shall not exceed $1,990,000. If the payments under clauses (i), (ii), (iii) and (v) above must be reduced in accordance with the immediately preceding sentence, such reduction shall be effected by reducing the payments in the inverse of the order in which they are due to be paid and on a pro rata basis to payments due on the extent same date. All of the above severance payments and benefits shall be subject to normal withholding of taxes and other authorized deductions. Executive acknowledges and agrees that the provisions of this Section 7(c4(c) change state his entire and exclusive rights, entitlements and remedies against Employer, its successors, assigns, affiliates, employees and representatives for termination without any Cause shown by Employer; provided, however, that the terms Executive also shall be entitled to receive all salary, bonus, benefits and expense reimbursement which have accrued as of such Equity-Based Awards held by Executive now or the Termination Date. The payments provided in the future, this Section 7(c4(c) shall be deemed an amendment are conditioned upon and subject to the agreement between Company Executive complying with the restrictive covenants provided in Sections 6 and 7 hereof and upon the Executive setting forth executing a general release and waiver (in a form substantially similar to the terms of such awards and shall form part of such agreementattached hereto as Exhibit A). Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus4(f), (b) paid on the basis of a deemed 12-month calendar year participation in the planif applicable, and (c) payable at the same time other participants in the plan receive payment but Employer shall have no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits additional obligations under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timethis Agreement.

Termination Without Cause. The Company will have the ------------------------- right to terminate the Executive's employment without cause at any time during the term of this Agreement on thirty (30) calendar days' notice. In the such event Executive’s employment with the Company is terminated by will pay to the Executive one (1) year's Base Salary (the "severance payment") plus, in accordance with Company without Causepolicy, any earned, unpaid salary, granted but unpaid bonus, earned unused vacation accrued from the Company shall pay Executive an amount equal calendar year(s) prior to his Base Annual Salary for the calendar year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination Executive's employment is terminated (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, "earned unused vacation") and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP current earned unused vacation for the calendar year of his Date of Termination (a) calculated on in which the basis Executive's employment is terminated pro rated by month as of the month in which the effective date of the Executive's termination occurs ("current earned unused vacation"). If the Executive returns to service as a pilot for the Company after termination pursuant to this Section 7(b), he will receive the severance payment and will also be compensated as and receive the benefits of a pilot (less any vacation the Executive having fully met all performance criteria has already used or been compensated for in a given year in his capacity as CEO and President) under the then current ALPA Contract. Such payment (financialother than earned unpaid salary, personal or otherwise) for a target bonus (earned unused vacation and current earned unused vacation, which will not include any multiplier that be paid in a single lump sum) may be applicable to result made at the Company's option in a maximum bonussingle lump sum or in equal installments payable over up to a twelve month period ("installment period"), (b) paid on . Payments made during the basis of a deemed 12-month calendar year participation in installment period will be made from the plan, active payroll. The Company will have no further obligation to the Executive under this Agreement and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with accepts the Company’s vacation policy, as amended from time 's agreement and obligation to time, and Executive shall be entitled to make such payments in full satisfaction of all benefits under Section 5(d) subject to claims against the terms and conditions of the applicable plan documents and arrangements, as amended from time to timeCompany.

Termination Without Cause. In the event Executive’s employment with the Company is terminated by the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on The Company may remove Executive at any time without Cause from the basis of position in which Executive is employed hereunder upon not less than 30 days' prior written notice to Executive; provided, however, that, in the event that such notice is given, Executive shall be under no obligation to render any additional services to the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may shall be applicable allowed to result in a maximum bonus), seek other employment. (b) paid on the basis of a deemed 12-month calendar year participation Upon any termination described in the planSection 3.2(a) above, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all receive only the amount due to Executive under the Company's then current severance pay plan for employees, if any. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 5(d3.2(b), in the event that Executive executes and does not revoke a written release substantially in the form attached as Exhibit B, Executive shall be entitled to receive, in lieu of the payment described in Section 3.2(b), the following: (i) subject Executive shall receive a severance benefit equal to one year of Executive's base salary as in effect on the termination date, which shall be paid in substantially equal installments according to the terms and conditions Company's normal payroll practices over a 12-month period. Payment shall begin after the expiration of the applicable plan documents revocation period for the Release. (ii) For a period of 12 months following the date of termination, Executive shall continue to receive the medical coverage in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and arrangementsdependents, as amended the same may be changed from time to timetime for employees generally, as if Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive's after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended, shall run concurrently with the foregoing 12-month benefit period. (iii) Executive shall receive any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.

Termination Without Cause. In (a) The Bank may terminate the event Executive’s 's employment with without Cause upon ten (10) days prior written notice to the Company is terminated by Executive. If the Company Bank terminates the Executive's employment without Cause, the Company shall Bank shall, within thirty days following his termination, pay the Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following termination benefit (the Date "Severance Payment") equal to the greater of Termination but no later than 70 days after (i) the Date unpaid salary (at the rate in effect at the time notice of Termination (subject termination was given) that would otherwise have been paid to Section 7(h)). There shall Executive pursuant to this Agreement for the period from the date the Executive ceased to be an automatic acceleration employed by the Bank to the end of the vesting Initial Term, or if such termination occurs during any Extended Term, to the end of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of TerminationExtended Term, and to (ii) 2.99 times the extent annual salary of the provisions Executive in effect at the time notice of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreementtermination was given. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards The Severance Payment shall be in addition to, and not in limitation of, the value or benefit of to any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant salary accruing up to the terms date of termination. During the LTIP or agreement heretofore or hereafter adopted between period from the date the Executive and is terminated without Cause by the Company regarding Equity-Based Awards granted Bank to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In additionInitial Term, the Company shall pay Executive his award under or if such termination occurs during any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financialExtended Term, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year Extended Term, the Bank also shall continue to provide to the Executive the hospital, health, disability, and medical benefits which may be available from time to time to officers of the Date Bank; provided, that such benefits shall be provided to the Executive for a period of Termination. not less than twenty-four (24) months from the date the Executive is terminated without Cause by the Bank. (b) In the event the Executive's employment hereunder shall be terminated by the Bank without Cause, the Executive shall be reimbursed for all expenses incurred obligated to promptly inform the Bank of any new employment. If the Executive's new employment provides the Executive with hospital, health, disability and in accordance with Section 5(e); medical benefits which are equivalent to the benefits payable by the Bank hereunder, the Bank may permanently reduce or terminate the duplicative benefits it is obligated to provide hereunder. (c) The Executive shall be paid all accrued unused vacation not have a duty to mitigate the damages suffered by the Executive in accordance connection with the Company’s vacation policytermination by the Bank of his employment without Cause. (d) Except as set forth in this Section 9, as amended from time to time, and the Executive shall be entitled to all no other payments or benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timefollowing a termination without Cause.