Common use of Termination Without Cause Clause in Contracts

Termination Without Cause. Upon a termination of Executive’s employment by Employer without “cause”, Executive shall be entitled to 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 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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. Upon (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of ExecutiveControl 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 notice or pay in lieu of notice to which you are entitled under the Statutory 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 will provide you with notice or pay in lieu of notice beyond that required by the 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 applicable insurer’s terms of coverage, will continue during the working notice period, or Base Salary continuance, or a lump sum payment of Base Salary, or an equivalent combination of any of the foregoing, in the amount of twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company, up to a combined maximum of eighteen (18) months (the “Notice Period”). 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 foregoing, for the Notice Period. The Notice Period is inclusive of, and not in addition to, the 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 portion of the 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 Company will arrange for you to continue to receive group benefits insurance coverage up to the earlier of (i) the end of the Notice Period, or (ii) the date you commence full-time employment. In the event the insurer does not continue coverage, the Company will 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-rated for the 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 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 by Employer without “cause”, Executive shall terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry date of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payment in lieu of notice provided to you will be inclusive of any termination or severance pay owing to you under applicable employment standards legislation and subject to statutory withholdings and other regular payroll deductions. You will not be entitled to receive a payment equal to nine any further pay or compensation except (9i) months of his then current Base Salary (as defined below). For purposes of expressly set out in 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 and (ii) in a single lump payment within thirty (30) days of such termination. In additionthe pay, Employer shallif any, solely in the event the Executive determines to receive the amount due accrued and owing under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits 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 Agreement up to the date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderyour employment.

Termination Without Cause. Upon a termination Notwithstanding anything herein to the contrary, it is understood and agreed that the Company may terminate Executive’s employment for any reason or for no reason at any time or elect not to renew the period of Executive’s employment by Employer without pursuant to this Agreement. If the Company terminates Executive’s employment for other than Cause or death or Disability or if the Company elects 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 in the aggregate amount of one times Executive’s annualized rate of base salary from the Company in effect immediately prior to his Separation Date (“causeSeverance 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 fiscal quarter in which his employment terminates to the extent the bonus is payable to all employees for such time period; and (iv) the COBRA Benefit (as hereinafter defined). Such Severance Pay, Executive if any, shall be entitled to receive a payment paid in twelve substantially equal monthly installments (without interest, with each installment equal to nine 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 (9or continue to provide such benefits, as the case may be) months is subject to the condition precedent that Executive not breach any material term of his then current Base Salary (as defined below)this Agreement. For purposes of this Agreement, if Executive is entitled to the “COBRA Benefit,” the Company shall, during the period (not to exceed eighteen (18) months) following Executive’s Separation Date which the Company is required to provide continued medical coverage to Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act (“Base Salary” at any time COBRA”), the Company shall be the either pay or reimburse Executive for one hundred percent (100%) of 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 COBRA premiums to continue for such period the same manner in which the or reasonably equivalent medical coverage for Executive (and, if applicable, Executive’s Base Salary was paid through eligible dependents) as in effect immediately prior to 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 which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic paymentsSeparation Date. Executive shall also not be entitled to payments for periods or partial periods that occurred prior to the date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderadditional compensation.

Termination Without Cause. 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 not a termination under any of Executive’s employment by Employer without “cause”Sections 5.1, Executive 5.5 or 5.6), the Company shall be entitled to 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 paymentspay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, over nine (9ii) months, in the same manner in which continue to pay the Executive’s Base Salary was paid through for a period of twelve (12) months from notice of termination hereunder (the time of such termination; or “Continuation Period”), (iiiii) 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 hospitalbenefits 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, healthpay Executive 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, medical then the Company shall make a cash payment, within thirty days of Executive’s termination, equal to the value of the Benefits that otherwise would have accrued for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. 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 life insurance benefits conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the vesting of the Executive’s Stock Options, if any, shall be subject to the terms of any option agreement(s) to which the Executive is receiving at and the time of such termination Company are parties. The Company shall have no further liability hereunder (other than for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments reimbursement for periods or partial periods that occurred reasonable business expenses incurred prior to the date of termination and for which termination, subject, however, to the Executive has not yet been paidprovisions of Section 4.1). 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 For all purposes under this paragraph (b)Agreement, no further amounts 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 terms and conditions hereunder shall be owed treated as if the Company terminated this Agreement pursuant to the Executive and the Employer shall have no further obligation this Section 5.2.” 3. Section 5.5(d) is amended to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and read in the event the Executive obtains new employment during any period that the Employer is obligated to provide 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.its entirety as follows:

Termination Without Cause. 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 90-day notice period. During the 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 effective, pro-rated to the effective date of such Termination without Cause. No later than 30 days from the effective date of any such Termination without Cause, WG shall provide Employee with a lump sum severance payment equal to one year's salary at the rate then in effect minus any applicable withholding taxes. In addition, for a period of one year after the effective date of such Termination without Cause, WG shall continue to provide or pay: (a) the applicable premiums for all employee health, welfare and fringe benefits provided to Employee under clause (iii) of Section 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. The benefits provided under clauses (a) and (b) of the previous sentence shall be at the same level of coverage in effect on the Effective Date and in accordance with the same terms as those that would have applied but for such Termination without Cause. Upon a termination the expiration of Executive’s employment by Employer without “cause”such one-year period, Executive Employee shall be entitled to receive a payment equal elect continuation health insurance coverage pursuant to nine the Consolidated Omnibus Budget Reconciliation Act (9) months of his then current Base Salary (as defined below"COBRA"). 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 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 date of termination and 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 Executive and the Employer shall have no further obligation to pay any other compensation or provide any further benefits other than those to which Employee may be entitled pursuant to WG's plans and 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 Executive. It is also understood one-year period after Termination without Cause and agreed thatduring the COBRA period, notwithstanding any provisions shall be at least at the same level as required under clause (iii) of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide 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 hereunderSection 6 hereof.

Termination Without Cause. Upon a termination of The Company may terminate Executive’s employment by Employer at any time without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary Cause (as defined below). For purposes If Executive’s employment by the Company is terminated by the Company without Cause, Executive will be entitled to: 5.1.1. payment of this Agreementall accrued and unpaid base salary through the 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 complies with the Restrictive Covenants (as set forth in Section 6), monthly severance payments equal to one-twelfth of Executive’s base salary as of the date of such termination for a period equal to twelve (12) months (the “Severance Period”). The first such payment will be made on the sixtieth (60th) day following Executive’s “Base Salaryseparation from service” at any time shall (as such term is defined under Internal Revenue Code Section 409A (“Code Section 409A”) and the Treasury Regulations thereunder and the remaining payments will be made in accordance with the Company’s normal payroll schedule for salaried employees; and 5.1.3. 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 the cost he incurs for continuation of Executive’s annual salary most recently approved by health insurance coverage under COBRA (and for his family members if Executive provided for their coverage during his or her employment) during the Board of Directors of Employer or any committee thereofSeverance Period and in accord with the NSP plan applicable to NSP employees currently in effect. Such amount Executive 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 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 terminationpayment 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 coverage will not affect the amount of such costs eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no COBRA costs will be reimbursed after the close of the calendar year following the 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 addition, Employer shall, solely in the event the Company’s reimbursement of the reimbursable portion of any COBRA payment hereunder results in Executive’s recognition of taxable income (whether for federal, state or local income tax purposes), the Company will report such taxable income as taxable W-2 wages and collect the applicable withholding taxes, and 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 which the Executive is receiving at the time of such termination will be responsible 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide hospital, health, medical and life insurance benefits hereunder and additional income tax liability resulting from 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 hereundercoverage.

Termination Without Cause. Upon a termination of Except as provided in Section 6.3, if Executive’s employment is terminated by Employer without “cause”the Company (other than for Permanent Disability, death or Cause), Executive shall be receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and expense incurred for which Executive is entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below)reimbursement hereunder. 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 If Executive determines to receive the amount due is terminated under this paragraph (b) in periodic paymentsSection 6.1, continue to provide the Executive with the hospital, health, medical and life insurance benefits 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 receive: (a) an amount in lieu of any other cash compensation beyond that occurred provided in the 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 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 for the denominator of which is 365, payable at the Executive has not yet been paid. The Executive shall have no duty same time as bonuses are paid to mitigate damages other executives; (ii) two times Executive’s annual Base Salary; plus one times Executive’s Target Bonus; payable in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment 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 year following the date of Executive’s termination; and (b) continued coverage for a 24-month period under any employee medical, health and life insurance plans in accordance with the respective terms thereof applicable to active employees (other than the requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts which may become due under this paragraph (b), no further amounts shall be owed by Executive to the Company. In no event shall Executive and be obligated to seek other employment or take any other action by way of mitigation of the Employer shall have no further obligation amounts payable to provide Executive under any further benefits to of the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) Agreement and in the event the such amounts shall not be reduced whether or not Executive obtains new employment during any period that the Employer is obligated to provide 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 hereunderother employment.

Termination Without Cause. Upon a termination of The Employer may terminate the Executive’s employment for any reason upon thirty (30) days prior written notice to the Executive. If the Executive’s employment is terminated by the Employer without “cause”for any reason other than the reasons set forth in subparagraphs a, Executive shall be entitled b or c of this Section 5, subject to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes the Executive’s compliance with Sections 8 and 9 of this Agreement, Executive’s “the Executive will be entitled to the following payments and benefits: i. any Base Salary” at Salary that is accrued but unpaid, the value of any time shall be the Executive’s annual salary most recently approved vacation that is accrued but unused (determined by dividing Base Salary by 365 and multiplying such amount by the Board number of Directors of Employer or unused vacation days), and any committee thereof. Such amount shallbusiness expenses that are unreimbursed—all, at the option as of the Executivedate of termination of employment; ii. any rights and benefits (if any) provided under plans and programs of the Employer, be paid determined in either: (i) periodic payments, over nine (9) months, in accordance with the same manner in which applicable terms and provisions of such plans and programs; iii. continuation of the Executive’s Base Salary was paid through the time of such termination; or (ii) as 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 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 effect immediately prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by 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 without shall continue to provide medical, dental, life insurance and other welfare benefits (the “causeWelfare Benefits”. However) to the Executive, it is understood his spouse 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 his eligible dependents for the Continuation Period on the same basis and at the same cost as such benefits were provided to the Executive and immediately prior to his date of termination; provided that if the terms of the plans governing such Welfare Benefits do not permit such coverage, the Employer shall have no further obligation to will provide any further benefits such Welfare Benefits to the ExecutiveExecutive with the same after tax effect. It is also understood and agreed thatNotwithstanding the foregoing, notwithstanding any provisions of this paragraph (b) and in the event Welfare Benefits otherwise receivable by the Executive obtains new employment during any period that pursuant to this Section 5(d)(iv) shall be reduced or eliminated to the Employer is obligated extent the Executive becomes eligible to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner receive comparable Welfare Benefits at substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereundercosts from another employer.

Termination Without Cause. 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 not a termination under any of Executive’s employment by Employer without “cause”Sections 5.1, Executive 5.5 or 5.6), the Company shall be entitled to 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 pay to the same manner in which the Executive’s Executive any unpaid Base Salary was paid through the time effective date of termination specified in such termination; or notice, (ii) in continue to pay the Executive's Base Salary for a single lump payment within thirty period of twelve (3012) days months from notice of such termination. In additiontermination hereunder (the “Continuation Period”), Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (biii) in periodic payments, continue to provide the Executive with the hospitalbenefits 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, healththen the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, medical for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and life insurance benefits conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the vesting of the Executive's Stock Options, if any, shall be subject to the terms of any option agreement(s) to which the Executive is receiving at and the time of such termination Company are parties. The Company shall have no further liability hereunder (other than for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments (x) reimbursement for periods or partial periods that occurred reasonable business expenses incurred prior to the date of termination termination, subject, however, to the provisions of Section 4.1, and 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 (y) payment of any amounts which may become due compensation for unused vacation days). For all purposes under this paragraph (b)Agreement, no further amounts 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 terms and conditions hereunder shall be owed treated as if the Company terminated this Agreement pursuant to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderSection 5.2.

Termination Without Cause. Upon a termination of Executive’s 's employment by Employer without “"cause”, ," Executive shall be entitled to receive a payment equal to nine twelve (912) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “'s "Base Salary” " at any time shall be the Executive’s '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, payment shall 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) made to Executive in a single lump sum payment within thirty (30) days of such terminationto be made in accordance with Section 17 hereof. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, shall continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the a period that the Executive continues to receive of twelve (12) months after such periodic paymentstermination. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive, except as 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 provide 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. Upon a termination of Except as provided in Section 6.3, if Executive’s 's employment is terminated by Employer without “cause”the Company (other than for Permanent Disability, death or Cause), Executive shall be receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and expense incurred for which Executive is entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below)reimbursement hereunder. 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 If Executive determines to receive the amount due is terminated under this paragraph (b) in periodic paymentsSection 6.1, continue to provide the Executive with the hospital, health, medical and life insurance benefits 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 receive: (a) an amount in lieu of any other cash compensation beyond that occurred provided in the 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 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 for the denominator of which is 365, payable at the Executive has not yet been paid. The Executive shall have no duty same time as bonuses are paid to mitigate damages other executives; (ii) two times Executive's annual Base Salary; plus one times Executive's Target Bonus; payable in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment 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 year following the date of Executive’s termination; and (b) continued coverage for a 24-month period under any employee medical, health and life insurance plans in accordance with the respective terms thereof applicable to active employees (other than the requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts which may become due under this paragraph (b), no further amounts shall be owed by Executive to the Company. In no event shall Executive and be obligated to seek other employment or take any other action by way of mitigation of the Employer shall have no further obligation amounts payable to provide Executive under any further benefits to of the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) Agreement and in the event the such amounts shall not be reduced whether or not Executive obtains new employment during any period that the Employer is obligated to provide 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 hereunderother employment.

Termination Without Cause. Upon a 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 of such termination of Executive’s employment by Employer without “cause”Cause, Executive Employee shall be entitled to receive a (i) Earned Pay, (ii) severance benefits, which shall consist of an after-tax, lump sum payment equal to nine 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 (9“COBRA”), for the Severance Period (defined in Section 5.2 below) months of his then current Base (the “COBRA Cash Stipend”), (iii) severance pay, which shall be equal to Employee’s Salary for the Severance Period (as defined belowin Section 5.2). 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 payable in either: (i) periodic payments, over nine (9) months, regular installments 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 accordance with the hospitalCompany’s standard payroll practices (“Severance Pay”), health, medical and life insurance benefits which (iv) the Executive is receiving at the time of such termination Employee’s full bonus (cash or equivalent) 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 date of termination and for which the Executive calendar year if it has not yet been paidpaid and the Employee’s full bonus (cash or equivalent) for the current calendar year. The Executive Company 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 commence payment of any amounts which may become due under this paragraph Severance Pay and shall pay the COBRA Cash Stipend and bonuses within sixty (b)60) days of Employee’s termination of employment; provided, no further amounts shall be owed to that Employee has executed, delivered, and not revoked the Executive Waiver and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions General Release described in Section 5.3 of this paragraph (b) and in Agreement. In the event the Executive obtains new employment during 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 period that installments to which Employee would have been entitled had payments commenced upon the Employer is obligated to provide hospital, health, medical date of Employee’s termination of employment. The Earned Pay shall be paid in accordance with the Company’s applicable policies 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 applicable law. Any vested benefits to which Employee is entitled under the Employee Benefit Plans and vested RSUs and options shall be provided paid in accordance with the terms of the governing plan documents and agreements. Employee must satisfy, 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 the date Employee has commenced such Restricted Activity (“Commencement Date”). Further, upon determination by Employer hereundera court of competent jurisdiction that Employee has violated the restrictive covenants set forth in Article IV, Employer may permanently terminate Employee shall repay all Severance Pay paid to Employee following the duplicative benefits it is obligated to provide hereundercessation of Employee’s employment with the Company.

Termination Without Cause. Upon a termination of At any time the Company shall have the right to terminate this Agreement and the Executive’s employment hereunder without Cause by Employer without “cause”written notice to the Executive; provided, however, that the Company shall (a) pay to the Executive shall be entitled 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 receive the execution by the Executive of a payment 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 nine (9) six 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 then Base Salary, plus an amount equal to the Board COBRA premiums necessary to permit the Executive to continue group insurance coverage under the Company’s plans for a period of Directors of Employer or any committee thereofsix months. Such amount shall, at the option of the Executive, The Company shall be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which deemed to have terminated the Executive’s Base Salary was paid through employment pursuant to this Section 3.4 if such employment is terminated by the time of such termination; or (ii) in a single lump payment within thirty (30) days of such terminationCompany without Cause. In addition, Employer shall, solely in The Company also shall reimburse 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 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 Executive’s reasonable business expenses incurred prior to the date of termination and for which the Executive has not yet been paidpursuant to this Section 3.4. 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 Payments under this paragraph subparagraph (b) above shall be treated as a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii), no further amounts are subject to required tax and other withholdings, and shall be owed conditioned upon the 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 and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph under subparagraph (b) and in the event above shall be forfeited if the Executive obtains new employment during fails to execute a general release of claims that becomes irrevocable within 60 days after the 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 period that the Employer is obligated to provide 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 payments due to the benefits Executive under subparagraph (b) above are not “deferred compensation” for purposes of Section 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 be revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement had such payments commenced immediately upon the termination date, and any payments made thereafter shall continue as provided by Employer hereunderherein. The delayed payments shall in any event expire at the time such payments would have expired had such payments commenced immediately following the termination date. (ii) To the extent any payments due to the Executive under subparagraph (b) above are “deferred compensation” for purposes of Section 409A, Employer may permanently terminate then such payments shall commence upon the duplicative benefits it is obligated to provide hereunder60th 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 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 time such payments would have expired had such payments commenced immediately following the termination date.

Termination Without Cause. Upon a termination of In the event Executive’s employment with the Company is terminated by Employer the Company without Cause (and other than as result of death or disability), then provided such termination constitutes a “causeseparation 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 be entitled to receive a payment 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 his then 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. (as defined below). For purposes of this Agreementb) 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) (“Base Salary” at any time shall be COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Executive’s annual salary most recently approved by Separation from Service and ending on the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in eitherearliest to occur of: (i) periodic payments, over nine (9) months, in the same manner in which the months following Executive’s Base Salary was paid Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through the time of such terminationa new employer; or (iiiii) in a single lump payment within thirty (30) days of such the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In addition, Employer shall, solely 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 determines to receive must immediately notify the amount due under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time Company of such termination for event. Notwithstanding the period 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 continues a taxable monthly payment in an amount equal to receive such periodic payments. the monthly COBRA premium that Executive shall also would be entitled required to payments for periods or partial periods that occurred prior pay to continue Executive’s group health coverage in effect on the date of Executive’s employment termination and (which amount shall be based on the premium 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 first month of any amounts which may become due under this paragraph (bCOBRA coverage), no further amounts which payments shall be owed to made on the last day of each month regardless of whether Executive elects COBRA continuation coverage and shall end on the Employer shall have no further obligation to provide any further benefits to earlier of (x) the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the date upon which Executive obtains new other employment during any period that or (y) the Employer is obligated to provide 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 last day of the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder9th calendar month following Executive’s Separation from Service date.

Termination Without Cause. Upon a termination of Executive’s employment by Employer without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of The Company may terminate this Agreement, Executive’s “Base Salary” Agreement at any time shall be the Executive’s annual salary most recently approved for any reason, by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the delivering a written notice to 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 effective thirty (30) days of after Executive receives such terminationnotice in accordance with the terms hereof. In additionsuch an event, Employer shallExecutive’s sole remedy shall be: (1) to collect all unpaid Base Salary, solely 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 event amounts specified above, the severance payments outlined below (the “Severance Payments”). Executive determines shall not be required to receive mitigate the amount due under this paragraph of any Severance Payments received by seeking other employment during the 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 (b) as in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving effect at the time of such termination), if the new salary is less than his Base Salary. For the avoidance of doubt, the Company shall 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 for occur during the period that the Initial Capital Raise Period, Executive continues shall continue to receive such periodic payments. his then-current Base Salary for a period of three (3) months; (b) should the termination occur during the one-year period immediately following the final day of the Initial Capital Raise Period, Executive shall also 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 one-year period immediately following the final day of the Initial Capital Raise Period, Executive shall continue to receive his then-current Base Salary for a period of 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 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 applicable period when Executive is receiving Severance Payments. Should Executive obtain other employment during such period of COBRA coverage, and Executive is provided the opportunity to obtain comparable health insurance benefits to those benefits provided by SG, then the Company shall no longer reimburse Executive for premiums for COBRA coverage for Executive (and to the extent he has family coverage, his family), from the date Executive may obtain such health insurance benefits, whether or not Executive elects such coverage. The Company shall be entitled to payments for periods or partial periods that occurred prior to discontinue the date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and Severance Payments in the event that Executive violates any of the Executive obtains new employment during any period that the Employer is obligated to provide hospitalprovisions of Sections 4.9, 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 hereunder4.10 or 4.11.

Termination Without Cause. Upon The Board may, for any reason, without cause or a termination of Executivehearing, terminate this Agreement at any time upon prior written notice to the Assistant Superintendent. Prior to terminating this Agreement without cause, the District shall communicate with the Assistant Superintendent about the Assistant Superintendent’s employment and the parties shall discuss whether the Assistant Superintendent’s employment relationship can be terminated by Employer without “cause”mutual agreement. In consideration for exercise of this right, Executive the District shall be entitled pay to receive Assistant Superintendent for the remainder of the unexpired term of this Agreement, or twelve (12) months, whichever is less, a payment sum equal to nine 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 (9) months of his then current Base Salary (whether as defined belowemployee, independent contractor, consultant or self-employed). For purposes of this Agreement, Executivethe term “salary” shall include only the Assistant Superintendent’s “Base Salary” at regular monthly base salary and shall not include the value of any time 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 Executive’s annual salary most recently approved by Assistant Superintendent shall be obligated to seek other employment. Assistant Superintendent shall provide a monthly written statement to the Board President of Directors 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 Employer 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 the Assistant Superintendent's income from other employment sources during this period, whether such employment be as consultant, independent contractor or any committee thereofemployee. Such amount shallIf the Assistant Superintendent is terminated without cause and elects to retire instead of fulfilling her obligation to seek other employment, at the option parties agree that, effective upon the date of the ExecutiveAssistant Superintendent’s retirement with CalSTRS or CalPERS, be paid the District’s obligations to make the payments described in either: (i) periodic paymentsthis paragraph shall end. If Assistant Superintendent elects to retire, over nine (9) monthsthen 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 manner in which District contribution toward health benefits as the Executive’s Base Salary Assistant Superintendent 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 which the Executive is receiving at the time of her termination, for the remainder of the unexpired term of this Agreement, a period of twelve (12) months, or until the Assistant Superintendent obtains other employment, whichever occurs first. Any such termination shall be in writing, 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 be readily ascertained. Accordingly, the 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 period Assistant Superintendent, fully compensates the Assistant Superintendent for all tort, Agreement, and other damages of any nature whatsoever, whether in law or equity, and does not result in a penalty. The parties agree that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior District’s completion of its obligations under this provision constitutes the Assistant Superintendent’s sole remedy to the date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 fullest extent provided by Employer hereunderlaw. Finally, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderparties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code sections 53260, et seq.

Termination Without Cause. Upon a termination of 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 Employer without “cause”Section 8 of this Agreement). In the event of such termination, Executive shall continue to be paid the Base Salary that Executive is entitled to receive a payment equal to nine (9) months as of his the date Executive is Terminated without Cause through the expiration of the then current Base Salary (as defined below)Term. For purposes of Nothing in this Agreement, Section shall affect Executive’s “Base Salary” at rights to receive any time shall be the benefit which has been earned but not paid with respect to 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 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 performance prior to the date of termination such termination. The payments described in this Section 7(e) will be due Executive regardless of any subsequent employment attained by Executive, other than the following benefit. If Executive is eligible for and timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Employer shall reimburse the Executive monthly for the monthly COBRA premium paid by Executive for himself and his dependents for a period of eighteen (18) months after the Termination Date (the “COBRA Reimbursement”). If the terms of the applicable plan documents do not allow the Employer to continue to provide COBRA coverage to Executive and Executive's dependents beyond the expiration of the statutorily-proscribed COBRA period, the Employer shall make monthly cash payments to Executive 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 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits enrolls in a manner group health plan offered by another employer that provides substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereundercoverage.

Termination Without Cause. Upon The District may, for any reason, without cause or a termination hearing, terminate this Agreement at any time. In consideration for the exercise of Executive’s this right, the District shall pay to President for the remainder of this Agreement or eighteen (18) months, whichever is less, a sum equal to the difference between the President's salary rate in effect during the President's last month of service and the amount that the President earns from any other employment by Employer without “cause”related source (whether as employee, Executive independent contractor, consultant or self- employed). Payments to the President shall be made on a monthly basis unless the District agrees otherwise. In addition, the President shall be entitled to receive a payment equal health and welfare benefits at the District's expense for an amount of time commensurate with the amount of time to nine (9) months of his then current Base Salary (as defined below)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, Executive’s “Base Salary” at the term "salary" shall include only the President's regular monthly base salary and shall not include the value of any time other allowances, stipends, reimbursements or benefits received under 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 Executive’s annual salary most recently approved by President that may result from the Board District's early termination of Directors 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 other damages of Employer any nature whatsoever, whether in law or any committee thereof. Such amount shallequity, 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) and do not result in a single lump payment within thirty (30) days penalty: The parties agree that the District's completion of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due its obligations under this paragraph (b) 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 periodic paymentsGovernment Code sections 53260, continue et seq. Notwithstanding any other provision of this Agreement to provide the Executive with contrary, if the hospitalDistrict believes, healthand subsequently confirms through an independent audit, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive President has engaged in fraud, misappropriation of funds, or other illegal fiscal practices, then the District may terminate the President and the President shall also not be entitled to payments for periods the cash, salary payments, health benefits or partial periods that occurred prior other non-cash settlement as set forth above. This provision is intended to implement the date requirements of termination and 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”. HoweverGovernment Code section 53260, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph subdivision (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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. Upon a termination of The Executive’s employment by Employer may be terminated without “causeCause” 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 notice period and to immediately sever Executive’s employment relationship with the Trust (or its Successor), but will pay Executive through the thirty (30) day notice period. Executive will not be entitled to any additional compensation or severance benefits. b. If the Trust terminates Executive’s employment without “Cause”, Executive shall be entitled to receive a payment severance benefits equal to nine one hundred fifty percent (9150%) months of his then Executive’s then-current Base Salary (as defined below)annual base salary. For purposes 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, . 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. “Base SalaryGood Reason” at any time shall be is defined as (a) a change in the Executive’s annual status, position or responsibilities that does not represent a promotion, (b) a reduction in the Executive’s base salary most recently 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 Trust to continue to provide benefits (including severance) to the Executive as set forth in the Executive Compensation Plan or, if no Executive Compensation Plan then exists, the last written Executive Compensation Plan approved by the Company’s Board of Directors of Employer Trustees or any committee thereof. Such amount shall, at the option Compensation Committee of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in the same manner in which the ExecutiveCompany’s Base Salary was paid through the time Board 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 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderTrustees.

Termination Without Cause. Upon 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 the Company 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 cause), 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 Employee shall receive annual severance pay equal to the base salary in effect at the termination of Executive’s employment by Employer without “cause”plus an amount equal to the average of the bonuses paid to the Employee for the three fiscal years preceding the year in which employment is terminated, Executive which annual severance pay shall be paid on a monthly basis during the two years following the termination of employment. If there shall take place a Change in Control (as defined in Section 7(d)) of the Company on or before termination of Employment, the Employee shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of the total severance pay provided for under 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 (iiSection 7(b) in a single lump payment within thirty (30) days 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 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 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 which the Executive is receiving at the time of such termination independent accountants acting as auditors 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 Company on the date of termination 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 Internal Revenue Code of 1986, as amended and for which regulations thereunder, the Executive has not yet been paid. The Executive single payment to the Employee shall have no duty be reduced 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 the maximum amount which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide hospital, health, medical and life insurance benefits hereunder and paid without 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 hereunderpayments being "excess parachute payments".

Termination Without Cause. Upon a 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 of such termination of Executive’s employment by Employer without “cause”Cause, Executive Employee shall be entitled to receive a (i) Earned Pay, (ii) severance benefits, which shall consist of an after-tax, lump sum payment equal to nine 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 (9“COBRA”), for the Severance Period (defined in Section 5.2 below) months of his then current Base (the “COBRA Cash Stipend”), (iii) severance pay, which shall be equal to Employee’s Salary for the Severance Period (as defined belowin Section 5.2), payable in regular installments in accordance with the Company’s standard payroll practices (“Severance Pay”), and (iv) pro-rata bonus (cash or equivalent). For purposes 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 years, Executive’s “Base Salary” at any time shall payment will begin or be made, as applicable, in the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereofsecond calendar year. Such amount shall, at the option The first payment of the Executive, 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 in either: (i) periodic paymentsaccordance with the Company’s applicable policies and applicable law. Any vested benefits to which Employee is entitled under the Employee Benefit Plans and vested RSUs and options shall be paid in accordance with the terms of the governing plan documents and agreements. Employee must satisfy, over nine (9) monthsat all times, the conditions described 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 additionSection 5.3, Employer shallSection 5.4, solely in the event the Executive determines Article IV and Article VI to receive the amount due COBRA Cash Stipend and continue to receive Severance Pay under this paragraph 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 (b5) business days from 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 periodic paymentsArticle IV, continue Employee shall repay all Severance Pay paid to provide Employee following the Executive cessation of Employee’s employment with the hospital, health, medical and life insurance benefits 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderCompany.

Termination Without Cause. Upon a termination of Executive’s employment by Employer without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of i. CTI may in its sole discretion terminate this Agreement, Executive’s “Base Salary” agreement at any time without cause. If CTI does so, after Executive executes a legal release in the 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 employment with CTI, and provided that Executive does not thereafter revoke that legal release as permitted by its terms, CTI shall be pay Executive severance compensation equal to 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 greater of the amount that would be payable to Executive pursuant to paragraph 2 for the remainder of the term of this Agreement OR 12 months of Executive's base salary under paragraph 2, be paid in either: (i) periodic payments, over nine (9) monthsabove, in a lump-sum, less legally required withholdings, no later than thirty days after 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 terminationtermination date. In addition, Employer shall, solely CTI shall pay Executive up to $25,000 in the event the outplacement services provided to 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 which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic paymentsby a third-party outplacement consultant or consulting service. Executive shall also be entitled reasonably select the outplacement provider and contract for outplacement services, and shall forward invoices for outplacement services to payments for periods or partial periods that occurred prior CTI, which shall promptly pay the invoiced amount directly to the date outplacement provider. ii. If CTI terminates this agreement at any time without cause under this subparagraph, pays Executive all salary and vacation compensation earned and unpaid as of the termination date, and for which offers to pay Executive severance compensation in the amount and on the terms specified above, Coor's acts in doing so shall be in complete accord and satisfaction of any claim that Executive has not yet been paid. The Executive shall or may at any time 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 for compensation or payments of any amounts which may become due under kind from CTI arising from or relating in whole or part to Executive's employment with CTI and/or this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderagreement.

Termination Without Cause. The Company may terminate the Executive’s employment 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 to the Executive, on the Termination Date, a termination lump sum amount, which is equal to the sum of (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date; plus (ii) the balance of Executive’s employment by Employer without “cause”Base Salary through the end of the then existing Term; and (iii) reimbursement of business expenses to which the Executive is entitled pursuant to Section 5 as of the Termination Date. Notwithstanding the foregoing, upon termination, in lieu of a lump sum amount the Company may elect to continue paying to Executive the Base Salary through the remainder of the then existing Term in accordance with customary Company payroll policies. The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans. In addition, provided the Executive properly elects COBRA continuation coverage, the Company shall reimburse the Executive for the cost of COBRA premiums for health care coverage for the Executive and the Executive’s spouse and children, as applicable and to the extent eligible for any elected coverage, for up to six (6) months following the Termination Date. In addition, the Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (any vested benefits under the Restricted Stock Award Agreement 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 Termination Date 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 accordance with the hospital, health, medical and life insurance benefits 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderterms thereof.

Termination Without Cause. Upon a The Corporation may terminate this Agreement and the employment of the Executive at any time, by providing 45 days’ prior notice of termination (the “Notice of Termination”). Should the Executive’s employment by Employer without “cause”with the Corporation be terminated for any reason whatsoever other than For Cause or as a result of an effective change of control of the Corporation and other than upon the Executive’s death, retirement at normal retirement age or should the Executive shall terminate his employment for Good Reason (as defined hereinafter), the Executive will be entitled to receive a payment the following severance benefits: • An amount equal to nine three (93) months of his then current the Annual Base Salary payable plus one (as defined below1) 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 “Severance Benefits”). For purposes The Executive understands and agrees that any performance, bonus or merit reviews that may be pending, in 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 this Agreementbeing notified of the termination, Executive’s “Base Salary” at any time indemnifying and holding the Corporation, its parent Company, and affiliates, directors, officers and others harmless; and If the termination 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 payment, or a set of lump sum payments over a specified period of time, in which case this lump sum payment 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 Corporation, then the Severance Benefits shall be payable in accordance with the Corporation’s pay policy over the severance period. For greater certainty, and notwithstanding any other provision in this agreement, the parties agree that if the Executive’s annual salary most recently approved by position is changed for another senior management position within the Board of Directors of Employer or any committee thereof. Such amount shallCorporation, at the option of the Executivewith equivalent base salary, bonus and all benefits, this shall not 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 interpreted as a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event constructive dismissal and the Executive determines shall not have the right to receive seek the amount due under application of this paragraph (b) in periodic paymentssection 10.2, continue to provide but the Executive with the hospital, health, medical and life insurance benefits 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in section shall continue to apply for the event benefit of the Executive obtains new employment during any period that after this change of position within the Employer is obligated to provide 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 hereunderCorporation.

Termination Without Cause. Upon a termination of Executive’s 's employment by Employer without “"cause”, ," Executive shall be entitled to receive a payment equal to nine twelve (912) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “'s "Base Salary” " at any time shall be the Executive’s '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, payment shall 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) made to Executive in a single lump sum payment within thirty (30) days of such terminationto be made in accordance with Section 16 hereof. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, shall continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination for the a period that the Executive continues to receive of twelve (12) months after such periodic paymentstermination. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive, except as 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 provide 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. Upon In the event that Executive’s employment is terminated Without Cause during the Employment Period, the 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 three (3) times Executive’s Average Annual Compensation. The term “Average Annual Compensation” shall mean the average of Executive’s annual Compensation based on the most recent three (3) taxable years, or if Executive was employed by the Bank for less than three (3) full taxable years, based on such lesser number of taxable years or portions thereof as Executive was employed by the Bank. The term “Compensation” shall mean, for the purposes of the foregoing definition as it relates to any tax year, all Base Salary, incentive compensation, bonuses, special allowances, other compensation, club dues and other benefits paid by the Bank to Executive in such taxable year pursuant to Section 3(a) through (k) hereof, any director or committee fees paid by the Bank to Executive during such tax year, and any other taxable income paid by the Bank to Executive during such tax year. Except as provided in Section 3(j) (but only with respect to the assumption 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 employment by Employer without “cause”Without Cause. Except as provided in Section 6(g) hereof, Executive shall be entitled to receive a payment equal to nine the amounts payable under Subsections (9ii) months of his then current Base Salary and (as defined below). For purposes v) of this Agreement, Executive’s “Base Salary” at any time Section 6(c) 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, equal installments 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 which the Executive is receiving at the time of such termination for the period that beginning on the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to Bank’s first regular payroll date after the effective date of termination and continuing thereafter on each regular payroll date for which the Executive has not yet been paidthirty-six (36) months. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. HoweverUpon Executive’s death, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become payments due under this paragraph (b), no further amounts Section 6(c) shall be owed paid, as applicable, to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that’s estate, 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 provide 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 trust or as otherwise required by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderlaw.

Termination Without Cause. Upon If Employer shall discharge Executive without Cause (other than pursuant to a Change in Control as described in Section 6), then upon such Termination of Employment, this Agreement shall terminate immediately (except for such provisions of this Agreement that expressly survive termination of hereof) and Executive shall be entitled to receive the Accrued Amounts. In addition, conditioned upon Executive’s employment execution and delivery to Employer of a release, in a form provided at the time of termination by Employer without “cause”Employer, within forty-five (45) days following such Termination of Employment, Executive shall be entitled to receive receive: (A) a payment cash amount equal to nine one (91) months times the sum of his then current Base Salary (as defined below). For purposes 1) the annual base salary rate of this AgreementExecutive immediately prior to the effective date of such Termination of Employment, Executive’s “Base Salary” at any time shall be and (2) an amount equal to 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 Incentive Bonus paid to Executive in respect of the Executivecalendar year immediately preceding the year of the Termination of Employment, 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) payable in a single lump lump-sum payment within thirty sixty (3060) days of the effective date of such termination. In additionTermination of Employment; and (B) provided Executive elects continuation of coverage under Employer’s group health plan pursuant to COBRA, Employer shall, solely in the event the shall reimburse Executive determines to receive the amount due under this paragraph for his COBRA premiums for a period of twelve (b12) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits 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 months following the date of termination and such Termination of Employment, or until Executive is otherwise eligible for which health coverage under another employer group health plan. To 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 extent the benefits provided under this paragraph 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 (bthe “Code”), no further amounts and the regulations and other guidance issued thereunder (“Section 409A”), shall be owed provided as separate monthly in-kind payments of those benefits, and to the Executive extent those benefits are subject to and not otherwise excepted from Section 409A of the Employer Code, the provision of the in-kind benefits during one calendar year shall have no further obligation to provide any further benefits to not affect the Executive. 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 provide 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 in-kind benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderin any other calendar year.

Termination Without Cause. Upon a termination of Except as provided in Section 6.3, if Executive’s 's employment is terminated by Employer without “cause”the Company (other than for Permanent Disability, death or Cause), Executive shall be receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and expense incurred for which Executive is entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below)reimbursement hereunder. 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 If Executive determines to receive the amount due is terminated under this paragraph (b) in periodic paymentsSection 6.1, continue to provide the Executive with the hospital, health, medical and life insurance benefits 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 receive: (a) an amount in lieu of any other cash compensation beyond that occurred provided in the 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 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 for the denominator of which is 365, payable at the Executive has not yet been paid. The Executive shall have no duty same time as bonuses are paid to mitigate damages other executives; (ii) two times Executive's annual Base Salary; plus one times Executive's Target Bonus; payable in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment 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 year following the date of the Executive's termination; and (b) continued coverage for a 24-month period under any employee medical, health and life insurance plans in accordance with the respective terms thereof applicable to active employees (other than the requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts which may become due under this paragraph (b), no further amounts shall be owed by Executive to the Company. In no event shall Executive and be obligated to seek other employment or take any other action by way of mitigation of the Employer shall have no further obligation amounts payable to provide Executive under any further benefits to of the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) Agreement and in the event the such amounts shall not be reduced whether or not Executive obtains new employment during any period that the Employer is obligated to provide 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 hereunderother employment.

Termination Without Cause. Upon a In the event of termination of the Executive’s employment hereunder by Employer without Company “cause”, Without Cause” (other than for a Termination for a Change of Control hereinafter separately provided for) the Executive shall be entitled to receive a payment equal to nine the following severance pay and benefits: (9i) months Severance Pay - severance payments in the form of his then current Base Salary (as defined below). For purposes continuation of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual base salary most recently approved by as in effect immediately prior to such termination for a period of 12 months commencing on the Board sixtieth (60th) day following the effective date of Directors of Employer or any committee thereof. Such amount shall, such termination; (ii) Benefits Continuation - continued coverage under the Company’s medical care and life insurance benefit plans in which the Executive is participating at the option time of termination, or equivalent coverage thereof, on the same terms as applicable to other executive employees of the Executive, be paid in either: (i) periodic paymentsCompany from time to time, over nine (9) months, in the same manner in period with respect to which the Executive’s Base Salary was 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 obligated to notify Company of any such substitute coverage and the date of commencement thereof promptly upon obtaining any such coverage. The Executive shall be entitled, at the expiration of the period 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 (or any successor provision thereto) with the Company premiums paid through at the time of such same percentage as prior to the Executive’s termination; or (ii) provided that, if COBRA continuation coverage is otherwise earlier terminated under applicable law, then, in a single lump payment within thirty (30) days lieu of such termination. In additioncoverage, Employer shall, solely the Company will pay its share of the monthly Company premium in effect prior to the event termination of COBRA continuation coverage directly to the Executive determines to receive each month for the amount due remainder of the relevant period. Any amounts paid by the Company on Executive’s behalf under this paragraph (bSection 9(b)(ii) in periodic payments, to continue to provide the Executive with the hospital, health, Executive’s medical care and life insurance benefits which shall be recorded as additional income pursuant to Section 6041 of the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive Code and shall also not be entitled to payments for periods or partial periods that occurred prior to the date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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.tax qualified treatment; and

Termination Without Cause. Upon a termination of Executive’s (a) Company may terminate Employee's employment by Employer without “cause”, Executive shall be entitled to 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” relationship with Company 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 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 termination. In addition, Employer shall, solely 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 the Executive determines to receive the amount due under this paragraph 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 periodic paymentsits sole discretion, continue may waive the notice period or any portion thereof, without pay (Base Compensation, Annual Bonus, etc.) or Fringe Benefits to provide Employee for the Executive with remaining notice period. The Company shall then consider the hospitalEmployee'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 provisions of this Subsection 10(b), healththe Company shall have no obligation to Employee for Base Compensation, medical Annual Bonus, Fringe Benefits or any other form of compensation or benefits other than (a) amounts of Base Compensation accrued through the date of termination, and life insurance benefits which (b) reimbursement of appropriately documented expenses incurred by Employee before the Executive is receiving termination of employment, to the extent that Employee would have been entitled to such reimbursement but for his termination of his employment. (c) Termination of Employee's employment pursuant to Sections 7 through 10 shall release the Company of all its liabilities and obligations under this Agreement, except as expressly provided in Sections 7 through 10. Termination of 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 this Agreement. (d) Employee shall not be entitled to any payment or benefit under any Company severance plan other than as reflected herein under Section 10, practice or policy, if any, in effect at or after the time of Employee's termination since this Agreement supersedes all 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 date of termination plans, practices and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderpolicies.

Termination Without Cause. Upon a termination of Executive’s Employer may terminate the Employee's employment by Employer without “cause”, Executive shall be entitled to 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 without cause by providing the Employee with one (1) week of written notice of termination within the Employee’s 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 Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option requirements of the ExecutiveEmployment 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 paid in either: (i) periodic paymentscontinued during the statutory notice period under the Employment Standards Act, over nine (9) months2000, and, in the same manner 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 which lieu of notice in excess of the ExecutiveEmployee’s Base Salary was paid through statutory entitlements under the time Employment Standards Act, 2000, is subject to mitigation and is conditional upon the Employee executing a Full and Final Release in favour of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In addition, the Employer shall, solely in as prepared by 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 which the Executive is receiving Employer at the time of such the termination for of the period Employee’s employment. Canadian Executive Employment Agreement – Salaried Initials_______ It is acknowledged and agreed that the Executive continues Employer may, at its sole option, elect to receive such periodic payments. Executive shall also be entitled to payments for periods pay the Employee's salary over the course of the notice period in lieu of any notice required by this Agreement, or partial periods that occurred prior to provide any combination of working notice and pay in lieu of notice at the date of termination and for which the Executive has not yet been paidEmployer’s discretion. The Executive Employee acknowledges and agrees that the payments, benefits and other compensation set out in this section shall have constitute the Employee’s sole entitlement to notice, pay in lieu of notice, severance or other compensation on termination whether by statute or at common law. In no duty to mitigate damages in connection with his termination by Employer without “cause”. Howeverevent shall the Employee receive less than the minimum entitlements of the Employment Standards Act, it is understood and agreed that2000, 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event that any portion of this contract is found in violation of such minimum standards, the Executive obtains new employment during any period that minimum standard shall replace the Employer is obligated to provide hospitalprovision and shall apply, 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 hereunderbut not more.

Termination Without Cause. Upon a termination of The Board may terminate Executive’s employment without Cause. Such termination shall be communicated by Employer the delivery of a notice of termination to Executive in accordance with Section 5.1 and shall be effective as the date of delivery of the notice of termination, unless otherwise stated in the notice of termination. If Executive’s employment is terminated without “cause”Cause, then (i) other than obligations under this subsection, the Company’s obligations under this Agreement shall immediately cease, and (ii) Executive shall be entitled to 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 any employee benefit plan then in effect and applicable to Executive; (D) any benefits to which Executive is entitled under law; and (E) any expenses which are reimbursable under this Agreement and incurred prior to the date of termination. In addition, Executive shall be entitled to receive a payment equal severance benefits equivalent to nine twelve (912) months of his then current Base Salary then in effect, less applicable statutory deductions and withholdings and the Company shall continue to provide health benefits to Executive during such twelve (as defined below12) month period (“Severance Benefits”). For purposes of this Agreement, provided that the Company’s obligation to pay, and Executive’s “Base Salary” at any time right to receive, Severance Benefits shall be the conditioned upon Executive’s annual salary most recently approved by execution of a general release of and covenant not to s▇▇ the Board Company and related parties, and reaffirmation 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 agreements not to disclose, use, or make available the time of such termination; or (ii) in a single lump payment within thirty (30) days of such termination. In additionCompany’s trade secrets and confidential information, Employer shall, solely and shall cease in the event the Executive determines to receive the amount due of Executive’s breach of his obligations under this paragraph (b) in periodic payments, continue to provide Agreement and/or the Executive with the hospital, health, medical and life insurance benefits 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderEPPI.

Termination Without Cause. Upon The Board may, for any reason, without cause or a termination conference/hearing, terminate this Agreement upon the provision of Executive’s employment by Employer without “cause”thirty (30) days written notice. In consideration for the exercise of this right, Executive the District shall be entitled to receive a payment equal to nine pay the Superintendent the remainder of any salary due under this Agreement or twelve (912) months of his then current Base Salary (as defined below)months’ salary, whichever is less. For purposes of this Agreement, Executivethe term “salary” shall include only the Superintendent’s “Base Salary” at regular monthly base salary and shall not include the value of any time other stipends, reimbursements or benefits received under 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. 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 considered as final settlement pay and no payments or deductions shall be made for retirement purposes. If the Executive’s annual salary most recently approved by the Board Superintendent is released under this section, he shall be entitled to District- paid health benefits, as those benefits may change from time-to-time, until expiration of Directors this Agreement, but for a period of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: no longer than eighteen (i) periodic payments, over nine (918) 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 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 other damages of any nature whatsoever, whether in the same manner in which the Executive’s Base Salary was paid through the time of such termination; law or (ii) equity, and does not result in a single lump payment within thirty (30) days penalty. The parties agree that the District’s completion of such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due its obligations under this paragraph (b) in periodic payments, continue to provide provision constitutes the Executive with the hospital, health, medical and life insurance benefits 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 Superintendent’s sole legal or partial periods that occurred prior other remedy to the date of termination and for which fullest extent provided by law. Finally, the Executive has not yet been paidparties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code sections 53260 et seq. The Executive shall have no duty provisions of Government Code section 53260 et seq. are incorporated into this Agreement by this reference. Pursuant to mitigate damages in connection with his Government Code section 53243.2, any funds received by the Superintendent from the District as a cash settlement resulting from the 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 Agreement or successor agreements shall be owed fully reimbursed to the Executive and District if the Employer shall have no further obligation to provide any further benefits to Superintendent is convicted of a crime involving the Executive. It is also understood and agreed that, notwithstanding any provisions abuse of this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide 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 hereunderhis office or position.

Termination Without Cause. Upon a The Corporation may terminate this Agreement and the employment of the Executive at any time, by providing 45 days’ prior notice of termination (the “Notice of Termination”). Should the Executive’s employment by Employer without “cause”with the Corporation be terminated for any reason whatsoever other than For Cause or as a result of an effective change of control of the Corporation and other than upon the Executive’s death, retirement at normal retirement age or should the Executive shall terminate his employment for Good Reason (as defined hereinafter), the Executive will be entitled to receive a payment the following severance benefits: • An amount equal to nine three (93) months of his then current the Annual Base Salary payable plus one (as defined below1) 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 “Severance Benefits”). For purposes The Executive understands and agrees that any performance, bonus or merit reviews that may be pending, in 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 this Agreementbeing notified of the termination, Executive’s “Base Salary” at any time indemnifying and holding the Corporation, its parent Company, and affiliates, directors, officers and others harmless If the termination 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 payment, or a set of lump sum payments over a specified period of time, in which case this lump sum payment 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 Corporation, then the Severance Benefits shall be payable in accordance with the Corporation’s pay policy over the severance period. For greater certainty, and notwithstanding any other provision in this agreement, the parties agree that if the Executive’s annual salary most recently approved by position is restructured or changed for another senior management position within the Board of Directors of Employer or any committee thereof. Such amount shallCorporation, at the option of the Executivewith equivalent base salary, bonus and all benefits, this shall not 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 interpreted as a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event constructive dismissal and the Executive determines shall not have the right to receive seek the amount due under application of this paragraph (b) in periodic paymentssection 10.2, continue to provide but the Executive with the hospital, health, medical and life insurance benefits 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in section shall continue to apply for the event benefit of the Executive obtains new employment during any period that after this change of position within the Employer is obligated to provide 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 hereunderCorporation.

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 Executive’s Employee's employment by Employer hereunder without “"cause”" on any date that is subsequent to the first anniversary of the Effective Date, Executive Employee shall be entitled to receive a lump sum severance payment equal to nine the sum of one (91) months of times (i) his then current annual Base Salary (as defined belowspecifically 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). 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 the highest cash bonus payment within thirty paid to Employee over the past three years, (30iii) days the highest full grant date value of such terminationany 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, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, shall continue to provide the Executive Employee with the hospital, health, medical and life insurance insurance, and any other like benefits which the Executive is receiving 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 period that event Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the Executive continues benefits provided for above under the terms provided for herein, then in lieu of providing such benefits, Employer will pay the amount of Employee’s premium to receive continue such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior coverage pursuant to the date terms of termination and for which the Executive has not yet been paidComprehensive Omnibus Budget Reconciliation Act. The Executive Employee 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 if the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive Employee obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits insurance, and other benefits, in a manner substantially similar to the benefits to be provided payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of the continuation of Employee’s hospital, health, and medical insurance, Employee shall be permitted to elect to extend such insurance coverage under the policies maintained by Employer in accordance with the applicable provisions of the Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”), and/or applicable state law, to the extent eligible to do so under the Code and such state law.

Termination Without Cause. Upon a termination of ExecutiveEmployee’s employment by Employer hereunder without “cause”, Executive 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 nine the sum of (9i) months 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 (as defined below). For purposes of this AgreementSalary, 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 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 a single lump payment within thirty (30accordance with the terms of Section 11(g) days of such terminationhereof, and subject to Section 11(f) hereof. . In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, shall continue to provide the Executive Employee with the hospital, health, medical and life insurance insurance, and any other like benefits which the Executive is receiving 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 the a 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 equal to the date remaining Term, but no less than one year. In the event Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the benefits provided for above under the terms provided for herein, then in lieu of termination and for which providing such benefits, Employer will pay the Executive has not yet been paidamount of Employee’s premium to continue such coverage pursuant to the terms of the Comprehensive Omnibus Budget Reconciliation Act. The Executive Employee 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 if the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive Employee obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits insurance, and other benefits, in a manner substantially similar to the benefits to be provided payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of the continuation of Employee’s hospital, health, and medical insurance, Employee shall be permitted to elect to extend such insurance coverage under the policies maintained by Employer in accordance with the applicable provisions of the Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”), and/or applicable state law, to the extent eligible to do so under the Code and such state law.

Termination Without Cause. Upon a termination of Except as provided in Section 6.3, if Executive’s employment is terminated by Employer without “cause”the Company (other than for Permanent Disability, death or Cause), Executive shall be receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which she is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and expense incurred for which Executive is entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below)reimbursement hereunder. 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 If Executive determines to receive the amount due is terminated under this paragraph (b) in periodic paymentsSection 6.1, continue to provide the Executive with the hospital, health, medical and life insurance benefits 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 receive: (a) an amount in lieu of any other cash compensation beyond that occurred provided in the immediately preceding sentence, which amount shall be equal to the sum of: (i) the actual bonus, if any, she would have received in respect of the fiscal year in which her 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 for the denominator of which is 365, payable at the Executive has not yet been paid. The Executive shall have no duty same time as bonuses are paid to mitigate damages other executives; (ii) two times Executive’s annual Base Salary; plus one times Executive’s Target Bonus; payable in connection with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment 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 year following the date of Executive’s termination; and (b) continued coverage for a 24-month period under any employee medical, health and life insurance plans in accordance with the respective terms thereof applicable to active employees (other than the requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts which may become due under this paragraph (b), no further amounts shall be owed by Executive to the Company. In no event shall Executive and be obligated to seek other employment or take any other action by way of mitigation of the Employer shall have no further obligation amounts payable to provide Executive under any further benefits to of the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) Agreement and in the event the such amounts shall not be reduced whether or not Executive obtains new employment during any period that the Employer is obligated to provide 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 hereunderother employment.

Termination Without Cause. Upon a 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 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 effective date of termination or as may be required by this Agreement or applicable law. In the event the Bank terminates this Agreement without cause, the Bank shall pay to Executive an amount equal to the Severance Payment (as defined in Section 6.2 hereof), which aggregate amount shall be payable in equal monthly installments during the succeeding twelve (12) month period beginning on the date of termination. Such Severance Payment shall be subject to applicable withholding taxes and other normal payroll deductions. Any health insurance benefits provided by the Bank to Executive at the time of Executive’s employment termination without cause under this section shall be continued for twenty-four (24) months on the same terms as when the Executive was employed by Employer without “cause”Bank, 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 permitted by applicable law. Notwithstanding anything in this section to the contrary, upon termination the Executive shall be entitled to receive 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 payment equal 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 nine (9) months of his then current Base Salary (constitute a “service recipient” as defined belowin 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 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 409A. No severance or other benefits shall be provided to Executive under this Section 6.3 if severance payments or benefits are provided under Section 6.2 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 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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. Upon a 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 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 effective date of termination or as may be required by this Agreement or applicable law. In the event the Bank terminates this Agreement without cause, the Bank shall pay to Executive an amount equal to the Severance Payment (as defined in Section 6.2 hereof), which aggregate amount shall be payable in equal monthly installments during the succeeding twelve (12) month period beginning on the date of termination. Such Severance Payment shall be subject to applicable withholding taxes and other normal payroll deductions. Any health insurance benefits provided by the Bank to Executive at the time of Executive’s employment termination without cause under this section shall be continued for twelve (12) months on the same terms as when the Executive was employed by Employer without “cause”Bank, 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 permitted by applicable law. Notwithstanding anything in this section to the contrary, upon termination the Executive shall be entitled to receive 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 payment equal 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 nine (9) months of his then current Base Salary (constitute a “service recipient” as defined belowin 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 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 409A. No severance or other benefits shall be provided to Executive under this Section 6.3 if severance payments or benefits are provided under Section 6.2 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 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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. Upon a termination of Executive’s 's employment by Employer without “"cause”, ," Executive shall be entitled to receive a payment equal to nine twelve (912) months of his Executive’s then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “'s "Base Salary” " at any time shall be the Executive’s '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, payment shall 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) made to Executive in a single lump sum payment within thirty (30) days of such terminationto be made in accordance with Section 17 hereof. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, shall continue to provide the Executive with the hospital, health, medical and life insurance {41057016:1} ​ benefits which the Executive is receiving at the time of such termination for the a period that the Executive continues to receive of twelve (12) months after such periodic paymentstermination. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive, except as 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 provide 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. Upon a termination of (i) The Company may terminate Executive’s employment by Employer with the Company at any time without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary Cause (as defined below). For purposes . (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 “Base Salary” at any time 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 in a lump sum the Severance that Executive would have received on or prior to such date under the original schedule but for the delay while waiting for the 60th day in compliance with Internal Revenue Code Section 409A and the effectiveness of the Separation Agreement referenced in Section 4 below, with the balance of the Severance being paid as originally scheduled. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall be 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 annual salary most recently approved by Separation from Service and ending on the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, be paid in eitherearliest to occur of: (i) periodic payments, over nine (9) months, in the same manner in which the one year following Executive’s Base Salary was paid Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through the time of such terminationa new employer; or (iiiii) in a single lump payment within thirty (30) days the date Executive ceases to be eligible for COBRA continuation coverage for any reason. 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 terminationevent. In additionNotwithstanding the foregoing, Employer shallif the Company determines, solely 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 remainder of the COBRA Premium Period, which Executive may, but is not obligated to, use toward the cost of COBRA Premiums. (c) The vesting of Executive’s Option and any other options then held by Executive shall be accelerated such that the shares subject thereto that would have vested in the event one (1) year period following Executive’s Separation from Service had Executive’s employment not been terminated shall be deemed vested and exercisable as of Executive’s last day of employment (the Executive determines “Accelerated Vesting”); provided, however, that if the termination without Cause occurs either three (3) months prior to receive or within one (1) year after the amount due under this paragraph effective date of a Change in Control (b) in periodic paymentsas defined below), continue then 100% of the shares subject to provide the Executive with the hospital, health, medical Option and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. any other options then held by Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date deemed vested and exercisable as of termination and 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 Executive’s last day of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderemployment.

Termination Without Cause. Upon a termination of ExecutiveEmployee’s employment by Employer hereunder without “cause”, Executive 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 nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “annual Base Salary” at any time . This lump sum severance payment 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 made to Employee no later than thirty (30) days of such terminationafter 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, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, shall continue to provide the Executive Employee with the hospital, health, medical and life insurance insurance, and any other like benefits which the Executive is receiving 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 the a 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 equal to the date remaining Term. In the event Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the benefits provided for above under the terms provided for herein, then in lieu of termination and for which providing such benefits, Employer will pay the Executive has not yet been paidamount of Employee’s premium to continue such coverage pursuant to the terms of the Comprehensive Omnibus Budget Reconciliation Act. The Executive Employee 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 if the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive Employee obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits insurance, and other benefits, in a manner substantially similar to the benefits to be provided payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of the continuation of Employee’s hospital, health, and medical insurance, Employee shall be permitted to elect to extend such insurance coverage under the policies maintained by Employer in accordance with the applicable provisions of the Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”), and/or applicable state law, to the extent eligible to do so under the Code and such state law.

Termination Without Cause. Upon a (a) If Executive’s employment is terminated by the Company 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 the present value of Executive’s employment 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 Employer without “cause”the Board, shall be payable as and when the bonus is paid to other similarly situated officers); (iii) Executive shall be entitled to receive a payment equal medical benefits coverage in accordance with the Company’s policies in effect from time to nine (9) time through the period ending 12 months after the date of his then current Base Salary (as defined below). For purposes the termination of this Agreement, Executive’s “Base Salary” at any time employment pursuant to Section 4.4(a); (iv) Executive shall be entitled to have transferred to him any Company paid disability policy on the Executive for Executive’s annual salary most recently approved benefit (if the policy so permits), and Executive shall assume responsibility for payment of premiums on such disability policy; and (v) 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 Board Executive to the Company 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 cash surrender value of such termination; or (ii) in a single lump policies, and Executive shall assume responsibility for payment within thirty (30) days of premiums on such termination. In addition, Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph life insurance policies. (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination Except for the period that provisions of this Section 4.4, 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 date of termination and 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 Executive and the Employer Company shall have no further obligation to provide any further benefits to the Executive. 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 provide 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. 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, Section 5.4 or Section 5.6 (that is not a termination under any of Executive’s employment by Employer without “cause”Sections 5.1 or 5.5), Executive subject to the terms of Section 5.11 below, the Company shall be entitled to 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 paymentspay to the Executive any Accrued Obligations, over nine (9ii) months, in the same manner in which continue to pay the Executive’s Base Salary was paid through for the time period equal to the remainder of such termination; or the Initial Term, if any, and (iiiii) 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 hospitalbenefits he/she was receiving under Section 4.2 hereof (collectively, healththe “Benefits” and, medical each, a “Benefit”) through the end of the Initial Term in the manner and life insurance benefits which 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 preceding 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. If Executive makes such election, the Company will pay or reimburse Executive for the portion of the COBRA premium that is receiving at equal to the insurance premium the Company would pay if Executive 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 shall include any Benefit that may be continued under COBRA for the time period after COBRA coverage would expire), then the Company shall make a cash payment, within thirty days of Executive’s termination, equal to the cost to the Company of such termination 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 Executive continues to receive such periodic paymentsvalue of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. Executive shall also be entitled to payments for periods or partial periods that occurred prior For this purpose, the Company may use as the value of any Benefit the cost to the date Company of termination and for which providing that Benefit to the Executive. Further, if Executive has not yet been paidis terminated without cause under this Section 5.2, then the Executive’s Equity Awards, if any, shall immediately vest notwithstanding any other provisions of such Equity Award Agreements to the contrary. 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 Executive and the Employer Company shall have no further obligation liability hereunder. For all purposes under this Agreement, the failure of the Parties to provide any further benefits renew this Agreement following the expiration of the Term shall be treated as if the Company terminated this Agreement pursuant to the Executive. 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 provide 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 hereunderSection 5.2.

Termination Without Cause. Upon a termination of If the Company terminates Executive’s employment by Employer without “cause”Cause, Executive shall be entitled the Company will, subject to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes 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 within ten (10) days after the termination a lump sum cash amount equal to one hundred percent (100%) of Executive’s “Base Salary” then current annual base salary in effect immediately prior to the termination (or, if Executive’s base salary has been reduced within sixty (60) days prior to the termination or at any time shall be after the Change of Control, Executive’s annual base salary most recently approved by in effect prior to the Board reduction). The foregoing payment is in addition to and not in lieu of Directors of Employer or any committee thereof. Such amount shallsalary for the current year that has been earned but not yet paid, at which will be equitably prorated and paid together with 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 foregoing severance benefits. (ii) in a single lump payment within thirty (30) days of such termination. In additionThe Company will use its best efforts to continue Executive’s coverage under any medical, Employer shalldental, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic paymentsdisability, continue to provide the Executive with the hospital, health, medical and life insurance and automobile reimbursement benefits which the Executive is receiving and other perquisites in effect at the time of such termination for (or, if 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 level of 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 and for which or until Executive commences new employment providing substantially similar benefits, whichever is earlier (the Executive has not yet been paid“Severance Benefit Period”). The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, it To the extent the Company 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 Executive and the Employer shall have no further obligation unable to provide any further of such medical or dental benefits to Executive under its existing benefit plans and arrangements, the ExecutiveCompany shall permit Executive to elect to continue the medical and dental benefits under COBRA in accordance therewith and during the Change in Control Severance Benefit Period the Company shall reimburse Executive for the amount of the monthly premium charged Executive by the applicable insurance carriers for such continuation coverage under COBRA. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in 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 shall reimburse Executive obtains new employment during any period that directly for the Employer is obligated expenses incurred by him or her or his or her dependents, if any, to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner obtain substantially similar to benefits during the benefits to be provided by Employer hereunder, Employer may permanently terminate remainder of the duplicative benefits it is obligated to provide hereunderChange in Control Severance Benefit Period.

Termination Without Cause. Upon a termination of Executive’s employment by Employer without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of The Company may terminate this Agreement, Executive’s “Base Salary” Agreement at any time shall be the Executive’s annual salary most recently approved for any reason, by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the delivering a written notice to 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 effective thirty (30) days of after Executive receives such terminationnotice in accordance with the terms hereof. In additionsuch an event, Employer shallExecutive’s sole remedy shall be: (1) to collect all unpaid Base Salary, solely 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 event amounts specified above, the severance payments outlined below (the “Severance Payments”). Executive determines shall not be required to receive mitigate the amount due under this paragraph of any Severance Payments received by seeking other employment during the 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 (b) as in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving effect at the time of such termination), if the new salary is less than his Base Salary. For the avoidance of doubt, the Company shall 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 for occur during the one-year period that immediately following the closing of the Company’s initial public offering, Executive continues shall continue to receive such periodic payments. his then-current Base Salary for a period of six (6) months; and (b) should the termination occur at any time during the Employment Period after the one-year period immediately following the closing of the Company’s initial public offering, Executive shall also continue to receive his then-current Base Salary for a period of 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 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 applicable period when Executive is receiving Severance Payments. Should Executive obtain other employment during such period of COBRA coverage, and Executive is provided the opportunity to obtain comparable health insurance benefits to those benefits provided by SG, then the Company shall no longer reimburse Executive for premiums for COBRA coverage for Executive (and to the extent he has family coverage, his family), from the date Executive may obtain such health insurance benefits, whether or not Executive elects such coverage. The Company shall be entitled to payments for periods or partial periods that occurred prior to discontinue the date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and Severance Payments in the event that Executive violates any of the Executive obtains new employment during any period that the Employer is obligated to provide hospitalprovisions of Sections 4.9, 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 hereunder4.10 or 4.11.

Termination Without Cause. Upon a termination of Executive’s employment by Employer In the event that the Company discharges the Executive without “cause”, the Executive shall be entitled to receive a payment equal to nine the following compensation during the remainder of the Employment Period (9the length of which shall be determined under Paragraph 3d) months of his then current Base Salary (as defined below). For purposes of this Agreement, unless sooner terminated by Executive’s “Base Salary” 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 any time shall be the end of the Employment Period at Executive’s own expense. However, participation in the Company’s 401(k) plan, ESOP and all welfare and fringe benefit plans (other than the medical plan) will cease on the Executive’s annual salary most recently approved 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 Board of Directors of Employer or any committee thereof. Such amount shall, at the option 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 paid 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 either: accordance with clause (i) periodic paymentsabove) payable at separation from service that is not exempt from application of 409A as a short term deferral or separation pay will be paid to Executive during the 6-month period immediately following the day he ceases active work for the Company, over nine (9) months, in and any such payments otherwise due during such 6-month period shall be paid on the same manner in which the Executive’s Base Salary was paid through the time first business day following completion of such termination; or (ii) 6-month period along with simple interest at the six-month Treasury rate in a single lump payment within thirty (30) days effect at the beginning 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 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunder6-month period.

Termination Without Cause. 5.2.1 The employment of the Executive may be terminated by the Corporation without cause, within six months following the 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 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 which the 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 amount equal to six (6) months’ Base Salary plus any eligible bonus as referenced in the Incentive Plan, subject to 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. In the event that the Executive’s entitlement to statutory notice or pay in lieu of notice (the “Statutory Notice”) and applicable statutory severance (the “Severance”) pursuant to the Employment Standards Act, 2000 (Ontario), 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 Executive’s employment by Employer without “cause”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 receive a payment equal to nine an additional eighteen (918) months of his forwarding vesting with respect to any options then current Base Salary (as defined below). For purposes of this Agreementoutstanding, 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 and (ii) the applicable post-service exercise period set forth in a single lump payment within thirty (30) days Section 16 of such termination. In addition, Employer shall, solely in the event Plan shall not apply and 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 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 exercise any such options until they would otherwise expire in accordance with the date terms of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages period designated by the Plan Administrator in connection accordance with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment Section 6(a) of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderPlan.

Termination Without Cause. Upon a 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 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 effective date of termination or as may be required by this Agreement or applicable law. In the event the Bank terminates this Agreement without cause, the Bank shall pay to Executive an amount equal to the Severance Payment (as defined in Section 6.2 hereof), which aggregate amount shall be payable in equal monthly installments during the succeeding twenty-four (24) month period beginning on the date of termination. Such Severance Payment shall be subject to applicable withholding taxes and other normal payroll deductions. Any health insurance benefits provided by the Bank to Executive at the time of Executive’s employment termination without cause under this section shall be continued for twenty-four (24) months on the same terms as when the Executive was employed by Employer without “cause”Bank, 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 permitted by applicable law. Notwithstanding anything in this section to the contrary, upon termination the Executive shall be entitled to receive 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 payment equal 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 nine (9) months of his then current Base Salary (constitute a “service recipient” as defined belowin 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 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 409A. No severance or other benefits shall be provided to Executive under this Section 6.3 if severance payments or benefits are provided under Section 6.2 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 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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. Upon a termination of ExecutiveAt any time Company shall have the right to terminate this Agreement and Employee’s employment hereunder by Employer written notice to Employee. Upon any termination without “cause”Cause pursuant to this Section 4.4, Executive Company (a) shall be entitled to receive a payment equal to nine (9) months pay Employee any unpaid amounts of his then current Base Total Salary (as defined below). For purposes accrued prior to the date of this Agreementtermination, 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) shall reimburse Employee for all expenses described in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time Section 3.1 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 this Agreement incurred prior to the date of termination and (c) shall pay Employee an amount (“Severance Payments”) equal to his Total Salary for which a period of twelve (12) months, paid ratably over such twelve (12) month period or in a lump sum, as determined by the Executive Board, subject to all appropriate withholdings and deductions, provided, however, that no Severance Payments shall be paid until Employee has signed and delivered a release agreement satisfactory to Company and not yet been paidrevoked it during any applicable statutory revocation period. The Executive shall have no duty Employee will forfeit the right to mitigate damages in connection with his termination by Employer without “cause”. However, any Severance Payments under this Section 4.4 unless such release is signed and not subsequently revoked within ninety (90) days after it is understood provided to Employee by Company. Employee shall receive the Additional Benefits for so long as Severance Payments are being made to Employee (the “Severance Benefits”) Upon making the Severance Payments and agreed thatproviding the Severance Benefits, upon receiving a lump sum payment of any amounts which may become due under if any, required by this paragraph (b)Section 4.4, no further amounts shall be owed to the Executive and the Employer Company shall have no further obligation liability to provide Employee other than any further benefits amounts duly payable pursuant to any 401K plan, employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by Company to Employee pursuant to the Executive. 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 provide 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 hereunderterms thereof.

Termination Without Cause. Upon a termination of The Company may terminate Executive’s employment by Employer at any time without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary Cause (as defined below). For purposes If Executive’s employment by the Company is terminated by the Company without Cause, Executive will be entitled to: 5.1.1. payment of this Agreementall accrued and unpaid base salary through the 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 complies with the Restrictive Covenants (as set forth in Section 6), monthly severance payments equal to one-twelfth of Executive’s base salary as of the date of such termination for a period equal to twelve (12) months (the “Severance Period”). The first such payment will be made on the sixtieth (60th) day following Executive’s “Base Salaryseparation from service” at any time shall (as such term is defined under Internal Revenue Code Section 409A (“Code Section 409A”) and the Treasury Regulations thereunder and the remaining payments will be made in accordance with the Company’s normal payroll schedule for salaried employees; and 5.1.3. 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 the cost he incurs for continuation of Executive’s annual salary most recently approved by 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 Board of Directors of Employer or any committee thereofSeverance Period and in accord with the NSP plan applicable to NSP employees currently in effect. Such amount Executive 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 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 terminationpayment 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 coverage will not affect the amount of such costs eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no COBRA costs will be reimbursed after the close of the calendar year following the 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 addition, Employer shall, solely in the event the Company’s reimbursement of the reimbursable portion of any COBRA payment hereunder results in Executive’s recognition of taxable income (whether for federal, state or local income tax purposes), the Company will report such taxable income as taxable W-2 wages and collect the applicable withholding taxes, and 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 which the Executive is receiving at the time of such termination will be responsible 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide hospital, health, medical and life insurance benefits hereunder and additional income tax liability resulting from 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 hereundercoverage.

Termination Without Cause. Upon a termination of In the event the Executive’s employment by Employer without “cause”, Executive shall be entitled to 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 is terminated by the Board of Directors of Employer Company other than for Cause upon or any committee thereof. Such amount shallprior to the Expiration Date, at and Section 8(a) does not apply, the option of Company shall pay or provide to the Executive, be paid in either: Executive (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 terminationAccrued Amounts; or and (ii) subject to Section 9: (A) subject to Section 25(b), continued payments of Base Salary for 12 months following the date of termination (the “Severance Payment”) paid in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in accordance with the event Company’s normal payroll policies as if the Executive determines were an employee (but off employee payroll); provided, that unless subject to receive further delay as set forth in Section 25(b), the amount due under this paragraph first payment of the Severance Payment will made on the sixtieth (b60th) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits 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 day after the date of termination and will include payment of any amounts that would otherwise be due prior thereto; and (B) the Pro Rata Bonus. (C) subject to Section 25(b) hereof, if the Executive timely elects COBRA Coverage under the Health Plans, the Company shall pay to the Executive monthly an amount equal to the difference of the Executive’s premium costs for such COBRA Coverage for the Executive and the Executive’s dependents minus the active employee rate under the Health Plans (excluding, for purposes of 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 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 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 Executive shall be governed in accordance with the terms of the applicable grant agreements. Payments and benefits provided in this Section 7(d) shall be in lieu of any termination or severance payments or benefits 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”. Howevermay be eligible under any of the plans, it is understood and agreed that, upon receiving a lump sum payment policies or programs of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderCompany.

Termination Without Cause. Upon 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 compliance with the restrictive covenants under Article 8 and the Executive executing and delivering a termination valid general release (that is 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 to the Executive no later than 10 days after the date of Executive’s employment by Employer without “cause”termination of employment) within 52 days following the date of Executive’s termination of employment, Executive shall be entitled to receive a payment severance compensation in an amount equal to nine (9) months 100% of Base Salary, payable in equal monthly installments over the twelve-month period following the effective date of his then current Base Salary termination, in accordance with the Company’s usual executive salary payment practice and subject to all withholding obligations; and (c) Executive and his eligible dependants shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as defined below). For purposes active employees of this Agreement, Executive’s “Base Salary” at any time 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 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 relevant period on the same manner in which basis as if Executive had continued his employment and any excess premium cost applicable for such coverage if it had been purchased by Executive for the Executive’s Base Salary was paid through applicable COBRA premium shall be imputed income to Executive for the time appropriate periods of provision 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 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereundercoverage.

Termination Without Cause. Upon a termination of The Employer may terminate the Executive’s employment for any reason upon thirty (30) days’ prior written notice to the Executive. If the Executive’s employment is terminated by the Employer without “cause”for any reason other than the reasons set forth in subparagraphs a, Executive shall be entitled b or c of this Section 5, subject to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes the Executive’s compliance with Sections 8 and 9 of this Agreement, Executive’s “the Executive will be entitled to the following payments and benefits: i. any Base Salary” at Salary that is accrued but unpaid, the value of any time shall be the Executive’s annual salary most recently approved vacation that is accrued but unused (determined by dividing Base Salary by 365 and multiplying such amount by the Board number of Directors of Employer or unused vacation days), and any committee thereof. Such amount shallbusiness expenses that are unreimbursed—all, at the option as of the Executivedate of termination of employment; ii. any rights and benefits (if any) provided under plans and programs of the Employer, be paid determined in either: (i) periodic payments, over nine (9) months, in accordance with the same manner in which applicable terms and provisions of such plans and programs; iii. continuation of the Executive’s Base Salary was paid through the time of such termination; or (ii) as 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 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 effect immediately prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by 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 without shall continue to provide medical, dental, life insurance and other welfare benefits (the “causeWelfare Benefits”. However) to the Executive, it is understood his spouse and agreed that, upon receiving his eligible dependents for a lump sum payment period of any amounts which may become due under this paragraph three (b), no further amounts shall be owed 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 and immediately prior to his date of termination; provided that if the terms of the plans governing such Welfare Benefits do not permit such coverage, the Employer shall have no further obligation to will provide any further benefits such Welfare Benefits to the ExecutiveExecutive with the same after tax effect. It is also understood and agreed thatNotwithstanding the foregoing, notwithstanding any provisions of this paragraph (b) and in the event Welfare Benefits otherwise receivable by the Executive obtains new employment during any period that pursuant to this Section 5(d)(iv) shall be reduced or eliminated to the Employer is obligated extent the Executive becomes eligible to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner receive comparable Welfare Benefits at substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereundercosts from another employer.

Termination Without Cause. The Executive understands and agrees that the Corporation may at any time terminate the employment of the Executive without cause. If the Executive is terminated without cause, the Corporation must provide notice in writing to the Executive. Upon such termination, the Executive shall be entitled to receive from the Corporation: (i) a lump sum equal to $125,000.00 (the “Lump Sum Termination Payment”) (ii) his unpaid salary up to the termination date and any outstanding vacation pay calculated as of the 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 based on service up to the date of termination and an amount equal to the cost of the Executive’s employment 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 Schedule “A”. The Corporation agrees that no amounts earned by Employer 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 receive a payment lump sum equal to nine (9) months the balance of his then current Base Salary (as defined below). For purposes that would have been payable to him for the balance of the term 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 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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. (a) The Company may remove Executive at any time without Cause from the 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 shall be allowed to seek other employment. (b) Upon a any termination of Executive’s employment by Employer without “cause”described in Section 3.2(a) above, Executive shall be entitled to 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 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 activities of the 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 nine (9) months one year of his then current Base Salary (Executive's base salary as defined below). For purposes of this Agreementin effect on the termination date, Executive’s “Base Salary” at any time which 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, substantially equal installments according to the Company's normal payroll practices over nine (9) months, in a 12-month period. Payment shall begin after the same manner in which expiration of the Executive’s Base Salary was paid through revocation period for the time of such termination; or Release. (ii) in For a single lump payment within thirty (30) days period of such 12 months following the date of termination. In addition, Employer shall, solely in the event the Executive determines shall continue to receive the amount due under this paragraph (b) medical coverage in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving effect 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 date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed from time to time 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 Executive has not yet been paidcoverage 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 have no duty to mitigate damages receive any benefits accrued or earned in connection accordance with his termination by Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment the terms of any amounts which may become due under this paragraph (b), no further amounts shall be owed to applicable benefit plans and programs of the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderCompany.

Termination Without Cause. Upon a termination of (A) The Company may terminate this Agreement and Executive’s employment by Employer without “cause”hereunder for reason other than death, incapacity or Cause upon no less than 60 days’ prior written notice to Executive. In the event the Company terminates this Agreement pursuant to the provisions of this Section, Executive shall be entitled to receive a severance payment equal to nine (9) twelve 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 Annual 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 which the Executive is receiving at the time of termination (the “Severance Payment”). Subject to Section 10 below, the Severance Payment shall be payable in a series of 12 monthly installments commencing on the first day of the month following the date of termination. (B) If the Company is obligated by law (including the WARN Act or any similar state or foreign law) to pay Executive severance pay, a termination indemnity, notice pay, or the like, then the amount of such termination for legally required pay shall reduce the period that Severance Payment hereunder. (C) Notwithstanding anything herein to the Executive continues contrary, the payment of any Severance Payments hereunder to receive such periodic payments. Executive shall also be subject to the execution by Executive (and failure to revoke) of a general release and hold harmless of the Company and its affiliates of any and all claims under this Agreement or related to or arising out of Executive’s employment hereunder, in a form and manner satisfactory to the Company and Executive. (D) Executive will not be entitled to payments for periods receive Severance Payments under this section in the event this Agreement is terminated as a result of the Company’s giving notice of non-renewal prior to the end of the Initial Term or partial periods that occurred any Additional Term as provided in Section 2 above. (E) In the event of termination by the Company without Cause, the Company shall be obligated to pay Executive only Executive’s salary up to the date of termination and any earned but unpaid bonus with respect to any calendar year ended prior to the date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages except where identified 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (bA) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide 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 hereunderabove.

Termination Without Cause. Upon a termination of Executive’s This Agreement and Employee's employment by Employer may be terminated without “cause”, Executive shall be entitled to 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” Cause or cause under Applicable Employment Standards Legislation at any time by the Company on delivery to Employee of a written Notice of Termination. In the event of such a termination without Cause or cause under Applicable Employment Standards Legislation pursuant to this Section 7.3, Employee shall be provided with 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 eitherfollowing only: (a) The Company shall provide to Employee his Accrued Entitlements and: (i) periodic payments, over nine payments equivalent to Employee's Base Salary for a period of twelve (912) months, in months from the same manner Date of Termination ("Severance Period"); and (ii) the target Bonus available to Employee under Section 4.2 for the year in which the Executive’s Base Salary was paid through the time of such termination; or termination occurs (together (i) and (ii) being the "Severance"). The Company will continue the benefit plan contributions necessary to maintain Employee’s participation in a single lump payment within thirty all benefit plans provided to Employee by the Company immediately before the termination of Employee's employment (30except for short-term and long-term disability insurance and life insurance, for which the period of contributions will be the minimum duration required by Applicable Employment Standards Legislation) days until the earlier of: (x) the date Employee obtains alternative coverage and (y) the end of the Severance Period, provided in either case that the insurer of such terminationbenefits agrees to continue coverage of Employee (the “Health Insurance Benefit”). Provided that Employee has complied with the provisions of Sections 5, 6 and 12 herein as of the date a payment is scheduled to be paid, the Severance payment by the Company shall be paid in accordance with the Company's normal payroll practices through such Severance Period. To confirm, the Severance is inclusive of statutory termination pay and statutory severance pay that may be payable under Applicable Employment Standards Legislation. Employee agrees that the Company may deduct from any payments hereunder Employee's benefit plan contributions which were regularly made during the term of this Agreement and Employee’s employment in accordance with the benefit plans' terms. (b) In addition, Employer shallin exchange for Employee's compliance with the provisions of Sections 5, solely in the event the Executive determines to receive the amount due 6 and 12 herein, on termination of Employee under this paragraph (b) in periodic paymentsSection 7.3, continue the Accelerated Vesting Benefit shall apply to provide Employee’s then outstanding Equity Awards. “Accelerated Vesting Benefit” shall mean, with respect to Employee’s Equity Awards, the Executive with the hospital, health, medical and life insurance benefits 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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.following:

Termination Without Cause. Upon a termination of The Executive’s 's employment by Employer without “cause”, Executive shall under this Agreement may be entitled to 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” terminated at any time shall be the Executive’s annual salary most recently approved by the Board 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 of Directors any such Termination Without Cause, the Company agrees to pay to the Executive as severance pay, an amount equal to the greater of Employer or any committee thereof. Such amount shall, (x) Executive's base salary (at the option then current rate) for the remainder of the Executive, be paid in either: Term or (iy) periodic payments, over nine twelve (912) months, in the same manner in which the Executive’s Base Salary was paid months base salary (at then current rate) plus pro rata performance bonus earned and unpaid 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 which the Executive is receiving at the time date of such termination for the period that and any business expenses and other fringe benefits otherwise due to the Executive continues to receive such periodic payments(the "Severance Payment"). The Severance Payment shall be payable in equal monthly installments commencing on the first day of each month following the date of termination, for as many months as required by the immediately foregoing sentence. The Executive shall also be entitled to payments payment for periods or partial periods that occurred prior to (i) any bonus earned in the date 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 termination the Employer under this Agreement shall automatically cease, and for which the Executive has shall not yet been paid. The Executive shall have no duty be entitled to mitigate damages in connection with his termination by Employer without “cause”. Howeverany other salary, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due payments or benefits otherwise payable under this paragraph (b)Agreement, no further amounts shall be owed to except as otherwise required by law. By way of example, if the Executive were to resign for Good Reason or be 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 $300,000 and twelve (12) months base salary at the Employer shall have no further obligation rate of $330,000 plus the Executive would be entitled to provide any further benefits 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. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in no later than 75 days following the event the Executive obtains new employment during any period that the Employer is obligated to provide 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 hereunderFirst Anniversary Date.

Termination Without Cause. Upon The Board in consultation with the Superintendent may, for any reason, without cause or a hearing, terminate this Agreement at any time. In consideration for the exercise of this right to terminate without cause, the District shall pay to the Assistant Superintendent of Business Services from the date of termination until the expiration of Executive’s employment by Employer without “cause”this Agreement, Executive or for a period of six (6) months, whichever is less, a sum equal to the Assistant Superintendent of Business Services’ base salary at the rate in effect during the Assistant Superintendent of Business Services’ last month of service. Any such termination shall be entitled to receive in writing, shall specify the effective date of the termination, and shall terminate all of the Assistant Superintendent of Business Services’ employment rights and entitlements with the District. The Assistant Superintendent of Business Services 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 equal to nine (9) months of his then current Base Salary (as defined below)shall be required and termination shall be effective, nonetheless. For purposes of this Agreement, Executive’s the term “Base Salarysalary” at shall include only the Assistant Superintendent of Business Services’ regular monthly base salary and shall not include the value of any time other stipends, allowances, reimbursements, or benefits received under this Agreement. All payments made pursuant to this termination without cause provision shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer 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 committee thereof. Such amount shallretirement purpose; accordingly, at the option of the Executive, no deductions shall 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 terminationmade for retirement purposes. 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 which the Executive is receiving at the time of such termination consideration for the period that exercise of this right to terminate this Agreement without cause, the Executive continues to receive such periodic payments. Executive Assistant Superintendent of Business Services shall also be entitled to payments continue participation in the District’s health and welfare benefit program on the same terms and conditions as described herein in this Agreement for periods the remainder of the unexpired term of this Agreement, or partial periods a period of six (6) months, or until the Assistant Superintendent of Business Services obtains other employment, whichever occurs first. The Parties agree that occurred prior any damages to the date Assistant Superintendent of Business Services 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 fully compensates the Assistant Superintendent of Business Services for all tort, contract, and for which the Executive has other damages of any nature whatsoever, whether in law or equity, and does not yet been paidresult in a penalty. 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 Parties agree that the District’s completion of any amounts which may become due its obligations under this paragraph (b), no further amounts shall be owed provision constitutes the Assistant Superintendent of Business Services’ sole remedy to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 fullest extent provided by Employer hereunderlaw. Finally, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderParties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code sections 53260, et seq.

Termination Without Cause. Upon a termination of The Term and the Executive’s employment hereunder may be terminated by Employer the Company without “cause”Cause at any time. In the event of any such termination, the Executive shall will be entitled to 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 the Accrued Obligations and any time shall be earned but unpaid Annual Bonus for the Executive’s annual salary most recently approved by year immediately preceding 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 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 his 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 paid through paying as of the time 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 such termination; or (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 single lump payment within thirty violation of applicable law (30) days 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 on the last day of each remaining month of such termination. In addition7 month period, Employer shalla fully taxable cash payment equal to the COBRA premium for such month, solely subject to applicable tax withholding, for the remainder of the 7 month period, and (c) Notwithstanding anything to the contrary in any applicable option agreement, all stock options that are subject to a time-based vesting schedule that are held by the 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 the Termination Date and shall remain exercisable until the earlier of (i) the expiration of the term of such 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 event applicable option agreement) ((a) to (c) collectively, 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 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 date of termination and 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 “causeSeverance Benefits”. 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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. Upon 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 her Base Annual Salary for the year in which the termination occurs in a termination 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 her 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 employment by Employer without “cause”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 her award under any AICP for the calendar year of her 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 a payment equal all benefits under Section 5(d) subject 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 terms and conditions of the Executiveapplicable plan documents and arrangements, 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 as amended from 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 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereundertime.

Termination Without Cause. Upon a termination of In the event Employers terminate Executive’s employment by Employer without “cause”Cause, Executive shall be entitled to receive a payment equal to nine (9) months compensation earned and yet unpaid through the date of his then current Base Salary (as defined below)termination, payable on the next regular payroll date immediately following the date of termination of Executive's employment. For purposes of this Agreementdetermining compensation earned which is not fixed (such as a bonus or annual incentive payment), Executive’s “Base Salary” at any time the annual amount of such unfixed compensation shall be deemed to be equal to the average of such compensation over the three year period immediately prior to the termination, then prorated for the portion of the year completed prior to termination, payable on the next regular payroll date immediately following the date of termination of Executive’s 's employment. Employers shall also pay to the Executive an amount equal to three (3) times the annual rate of base salary most recently approved by the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of then being paid to the Executive, plus three (3) times the average of the annual bonuses paid to the Executive for the three (3) fiscal years next preceding the date of Executive's Termination of Employment (excluding any fiscal year in which no bonus was paid), which amount shall be paid in either: twelve (i12) periodic paymentsequal monthly payments commencing on the next regular payroll date immediately following the date of termination of Executive's employment, over nine (9) monthssubject to the 6-month delay provided in Section 13, in to 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 terminationextent applicable. In addition, Employer shallEmployers will provide an additional cash payment to Executive, solely payable monthly in accordance with regular payroll practices, for a period of thirty-six (36) months equal to the event applicable per-employee monthly cost to Employers of healthcare benefits provided by Employers, subject to the 6-month delay provided in Section 13, to the extent applicable. "Healthcare benefits" shall be deemed to include medical benefits, dental benefits and vision benefits, to the extent provided by Employers. After the effective date of the termination of this Agreement, Executive determines to receive the amount due under this paragraph (b) in periodic payments, shall continue to provide the Executive with the hospital, health, medical and life insurance benefits 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 all other non-healthcare benefits, to the date extent permitted by the applicable plans, and service credit for benefits under employee benefit plans of termination the Employers for thirty-six (36) months as if he were still employed and for which the Executive has not yet been paid. The Executive all unvested restricted stock awards and/or unvested stock options 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderfully vested.

Termination Without Cause. Upon a termination of ExecutiveIn the event that Company terminates Employee’s employment by Employer under this Agreement at any time during the term of this Agreement without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary cause (as defined belowin Paragraph 12). For purposes , then in lieu of this Agreementthe notice provisions of Paragraph 2 Company will continue to pay to Employee, Executive’s as liquidated damages or severance pay or both (such payments to be in lieu of and in replacement for any other payments which might be due to Employee hereunder on account of such termination), his Base Salary and annual Incentive Compensation (such Incentive Compensation to be equal to the average annual Incentive Compensation as a percent of Base Salary paid to the Employee for the most recent number of years equal to the Basic Term for which such Incentive Compensation was paid, hereinafter referred to as the “Base Salary” at any time shall be Average Annual Incentive Compensation”) for a period of (a) the Executive’s annual salary most recently approved by number of months equal to the Board Basic Term (or 36 months if the provisions of Directors the second sentence of Employer or any committee thereof. Such amount shall, Paragraph 2 are applicable at the option date of termination) after the date of such termination, or (b) through the expiration of the Executiveterm of employment as provided in Paragraph 2 (notice of termination having already been given), whichever period is shorter (the “Continuation Period”), so long as Employee has not breached any of the covenants set forth in Paragraphs 6, 7 and 8 above. Base Salary and Incentive Compensation payable pursuant to the foregoing sentence for one-half (1/2) of the Continuation Period shall be paid in either: a lump sum (iless withholding taxes and other customary employee deductions) periodic paymentspromptly after termination, and the balance shall be payable commencing at the mid-point of the Continuation Period in equal installments over nine the balance of the Continuation Period in accordance with the Company’s usual payroll procedures. During the Continuation Period, Company shall also continue, so long as Employee has not breached any of the covenants set forth in Paragraphs 6, 7 and 8 above, life insurance, all health and accident insurance, pension (9) monthsas provided below), Blue Cross/Blue Shield, Major Medical or other hospitalization benefit programs, as may be generally available from time to time to all employees of Company, but no other employee benefits, such as savings, stock options or the like, or any other benefits, shall be continued except to the extent provided in the same manner following sentences. The benefits provided for in which the Executivepreceding sentence shall be secondary and supplemental to any comparable benefits provided by another employer. The Employee shall be continued, for the purposes of benefit accrual, participation and vesting, as an “employee” under the Company’s Base Salary was paid through defined benefit pension plan for the time of such termination; or (ii) in a single lump payment within thirty (30) days of such terminationContinuation Period. In addition, Employer shall, solely in the event the Executive determines terms of the Company’s defined benefit pension plan, or Internal Revenue Service or other rules applicable thereto, do not permit such continuation of the Employee for such purposes, the Company shall make supplemental payments to receive the Employee or his beneficiaries in the full amount due under this paragraph (b) in periodic payments, continue to provide of the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving difference at the time of such termination for payments would otherwise have been made to the period that Employee from such plan. Whether or not the Executive continues to receive such periodic payments. Executive shall also be Employee is entitled to receive, or actually receives, the payments for periods or partial periods that occurred prior to and benefits described in this Paragraph 13, the date of termination and 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 Employee shall be owed to bound by the Executive covenants of Paragraphs 6, 7 and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunder8 above.

Termination Without Cause. Upon a termination In the event Executive’s employment hereunder is terminated pursuant to Section 7(a)(iii), Company shall pay Executive Separation Payments as Executive’s sole remedy in connection with such termination. “Separation Payments” are payments made at the bi-weekly rate of Executive’s employment by Employer without “cause”then current salary, Executive including car allowance, in effect immediately preceding the date of termination. Separation Payments shall be entitled to receive a payment paid by Company as follows: (A) an amount equal to nine (9) months the sum of his then current Base Salary (as defined belowall Separation Payments and/or portions thereof that do not constitute deferred payments of compensation subject to Section 409A of the Code, including, but not limited to, by reason of Treas. Reg. § 1.409A-1(b)(9)(iii). 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 sum cash payment within thirty ten (3010) calendar days following the date of Executive’s termination, such lump sum payment being considered in satisfaction of the Separation Payments that would be paid latest in the Separation Payment Period if no portion were payable in a lump sum amount hereunder, and (B) the remaining Separation Payments shall be paid in equal bi-weekly payments on the dates Executive would have been paid in accordance with the Company’s then-current normal payroll procedure if Executive’s employment had continued beginning with the first regularly scheduled payday occurring in the Separation Payment Period continuing until the balance of the Separation Payments have been paid in full. (See Exhibit 1 for an illustration of the foregoing.) Company shall also pay Executive his Salary and any incentive bonus compensation earned but unpaid as of the date of termination, unpaid expense reimbursements under Section 6 for expenses incurred in accordance with the terms hereof prior to termination, all of which shall be paid to the Executive within 30 days of such the date of termination. In addition, Employer shall, solely in the event the Executive determines and/or his or her qualified beneficiaries shall continue to receive health benefits and coverage under the amount due under this paragraph (b) Company’s group health care plan or such other equivalent health coverage Executive may agree. Such coverage shall be provided on the foregoing terms for the duration of the Separation Payment Period. EXECUTED February 22 2011, and effective as of the date and year first above written. ▇▇▇▇▇-▇▇▇▇▇▇▇▇ ENERGY INC. By /s/ ▇▇▇ ▇▇▇▇▇ III EXECUTIVE /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Executive's employment terminates by "Constructive Termination" on August 15, 2011. At the date of such termination, Executive's annual base salary is $315,000, and his annual car allowance is $12,000. Salary and car allowance are paid in periodic payments, continue to provide the Executive with the hospital, health, medical bi-weekly payments of $12,576.92. Each payment is comprised of comprised of $12,115.38 in salary and life insurance benefits which the $461.54 of car allowance. Executive is receiving at a "specified employee" within the time meaning of such termination for the period that the Executive continues to receive such periodic paymentsIRC 409A(a)(2)(B)(i). Executive shall also be entitled to payments for periods or partial periods that occurred prior to The first regularly scheduled pay day following the date of termination and 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”. Howeveris August 19, 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunder2011.

Termination Without Cause. Upon a termination of Executive’s employment In the event that Employee shall be terminated by Employer without “causeCause”, Executive shall resign for “Good Reason”, or shall be entitled to terminated in connection with a Change of Control then Employee shall receive a payment equal to nine (9) months from Employer following the date of his then current Base Salary (as defined below). For purposes of this Agreementsuch termination, 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 shallwith appropriate deductions and withholdings, at the option of the Executive, be paid in either: (i) periodic paymentsthe compensation required by Paragraph 2(a) of this Agreement for a period of six (6) months from the date of termination (the “Severance Period”) payable semi-monthly in accordance with Employer’s regular payroll practices, over nine and (9ii) monthsCOBRA premium until the earlier of the expiration of three (3) months from the termination date or until Employee finds another job that provides at least substantially similar health insurance, (subsection (i) and (ii) of this Paragraph 3(b) shall be referred to collectively herein as the “Six Months Severance”), plus all accrued but unpaid salary and vacation time and any applicable quarterly bonus which has been earned but not yet paid to the date of termination. The first installment will be paid on the first regular semi monthly payroll date following the 30th day after the termination date provided that the Severance Agreement and General Release of All Claims agreement in the same manner form attached as Exhibit B as well as the termination certificate in which the Executiveform attached as Exhibit A has been signed by Employee and delivered to Employer within 22 days and not revoked within the 7 day revocation period. In the event that Employee shall be terminated by Employer without “Cause” and in connection with a Change of Control, then the amount of the unvested Grant granted under Paragraph 2(c) of this Agreement shall acceleration by six (6) months (the “Acceleration Severance”). The Accelerated Severance and the Six Months Severance are referred to herein as the “Severance”. The foregoing Six Months Severance shall be reduced by the amount of any other compensation earned by the Employee during the Severance Period as a result of his employment. Employee’s Base Salary was paid through eligibility for Severance (whether Six Months Severance and/or Acceleration Severance) is conditioned on Employee and Employer having first signed the Severance Agreement and General Release of All Claims agreement in the form attached as Exhibit B and Employee having first signed a termination certificate as provided for in Paragraph 4 in the form of Exhibit A. Notwithstanding anything herein to the contrary, if at the time of Employee’s termination of employment with Employer, Employee is a “specified employee” as defined in Code Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then Employer will, if requested by Employee in writing at the time of Employee’s termination; , defer the commencement of the payment of any such payments or benefits hereunder (iiwithout any reduction in such payments or benefits ultimately paid or provided to Employee except as set forth herein) until the date that is six (6) months following Employee’s termination of employment with Employer (or the earliest date as is permitted under Code Section 409A) (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 3b (whether they would have otherwise been payable in a single lump payment within thirty (30) days sum or in installments in the absence of such termination. In additiondelay) shall be paid to Employee in a lump sum on the first business day after the end of the Delay Period, Employer shall, solely in the event the Executive determines to receive the amount and any remaining payments and benefits due under this paragraph (b) Agreement shall be paid or provided in periodic payments, continue to provide the Executive accordance with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination normal payment dates specified 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderthem herein.

Termination Without Cause. Upon (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of ExecutiveControl 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 notice or pay in lieu of notice to which you are entitled under the Statutory 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 will provide you with notice or pay in lieu of notice beyond that required by the 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 applicable insurer’s terms of coverage, will continue during the working notice period, or Base Salary continuance, or a lump sum payment of Base Salary, or an equivalent combination of any of the foregoing, in the amount of twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company, up to a combined maximum of eighteen (18) months (the “Notice Period”). 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 foregoing, for the Notice Period. The Notice Period is inclusive of, and not in addition to, the 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 portion of the 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 Company will arrange for you to continue to receive group benefits insurance coverage up to the earlier of (i) the end of the Notice Period, or (ii) the date you commence full-time employment. In the event the insurer does not continue coverage, the Company will 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-rated for the 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 three (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 Amended and Restated 2014 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 Notice Period; and b. for stock options and other deferred compensation granted under the Amended and Restated 2014 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 by Employer without “cause”, Executive shall terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry date of the stock options and deferred compensation and the date that is six (6) months after the date your employment terminates. Any payment in lieu of notice provided to you will be inclusive of any termination or severance pay owing to you under applicable employment standards legislation and subject to statutory withholdings and other regular payroll deductions. You will not be entitled to receive a payment equal to nine any further pay or compensation except (9i) months of his then current Base Salary (as defined below). For purposes of expressly set out in 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 and (ii) in a single lump payment within thirty (30) days of such termination. In additionthe pay, Employer shallif any, solely in the event the Executive determines to receive the amount due accrued and owing under this paragraph (b) in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits 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 Agreement up to the date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderyour employment.

Termination Without Cause. Upon CONSTRUCTIVE TERMINATION WITHOUT CAUSE OR NON-RENEWAL BY THE Company. In the event the Executive's employment is terminated by the Company without Cause, other than due to Disability or death, there is a termination Constructive Termination without Cause or the Company gives notice of Executive’s employment by Employer without “cause”non-renewal pursuant to Section 2 above, the Executive shall be entitled to receive the following benefits: (i) Base Salary through the date of termination; (ii) pro-rata Annual Incentive Award for the year of termination, award based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to nine the greater of (9A) months the Executive's Base Salary for the remainder of the term (without regard to early termination thereof) or (B) two times the Executive's Base Salary, determined as provided in the last paragraph of this Section 11(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to the greater of (A) the Executive's Base Salary for the remainder of the term (without regard to early termination thereof), multiplied by the applicable target bonus opportunity percentage or (B) two times the Executive's Annual Incentive Award, based on the target bonus for the year of termination, payable promptly following such termination; (v) all outstanding options shall become fully vested and exercisable and shall remain exercisable through the end of their originally scheduled term; and (vi) continued participation in all medical, dental, vision and hospitalization insurance coverage for himself, his spouse and eligible dependents and in all other employee and senior-level executive benefit plans or programs in which he was participating on the date of the termination of his then current Base Salary employment for a period equal to the greater of (as defined below)A) the remainder of the term or (B) 24 months following termination of employment; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility. In the event the Company's plans do not permit continuation of the Executive's participation following his termination, the Company shall provide the Executive with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of this AgreementSection 11(d)(iv) and (v) above, Executive’s “Base Salary” at any time Salary shall be the Executive’s annual salary most recently approved determined by the Board of Directors of Employer or any committee thereof. Such amount shall, Base Salary at the option of the Executive, be paid annualized rate 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 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 effect on the date of termination of the Executive's employment (subject to the last sentence of this paragraph) adjusted for any scheduled increase pursuant to Section 4 above. Such adjustment shall be made as follows: the aggregate scheduled remaining salary payments for the remaining Term of Employment (without regard to early termination thereof) shall be divided by the remaining months of the Term of Employment (without regard to early termination thereof) and for which the Executive has not yet been paidresulting monthly rate shall be multiplied by 12. The Executive shall have no duty For purposes of the first sentence of this paragraph, if, prior to mitigate damages in connection with his the 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 the Executive's employment pursuant to this paragraph (bSection 11(d), no further amounts the Base Salary has been reduced, the Base Salary in effect on the date of termination of the Executive's employment shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 deemed to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated highest Base Salary in effect prior to provide hereunderany such reduction.

Termination Without Cause. Upon a termination of Notwithstanding anything to the 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 by Employer the Bank by action of its Board. Upon such termination by the Bank all benefits provided by the Bank hereunder to Executive shall thereupon cease, except as provided in this Subparagraph F.4 or Subparagraph F.5, and Executive shall be deemed to have voluntarily resigned as a director, officer and employee of the Bank and MB and any corporation, partnership, venture, limited liability company or other entity controlled by, controlling or under common control with the Bank or MB, and shall deliver such written resignations as Bank or MB 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 “cause”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 receive a payment equal to nine twelve (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 (912) months, ’ base salary as such base salary is 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 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 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 for which associated costs as if Executive continued to be employed with 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”. HoweverBank; provided, it is understood and agreed thathowever, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to that the Executive and the Employer shall have no further Bank’s obligation to provide such coverage shall be terminated if Executive is eligible to receive comparable substitute coverage from another employer at any further benefits time during such 12-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. It ’s employment is also understood terminated for any of the reasons delineated in ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇.▇, ▇.▇ or F.3 hereof or while grounds for termination under such Subparagraphs exist, and agreed that, notwithstanding any provisions of no severance benefits shall be payable to Executive under this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide 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 Subparagraph F.4 if payments are required to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated made to provide hereunderExecutive under Subparagraph F.5 hereof.

Termination Without Cause. Upon a termination of ExecutiveEmployee’s employment by Employer hereunder without “cause”, Executive 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 nine the sum of (9i) months 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 (as defined below). For purposes of this AgreementSalary, 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 and (ii) in a single 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 within shall be made to Employee no later than thirty (30) days of such terminationafter 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, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, shall continue to provide the Executive Employee with the hospital, health, medical and life insurance insurance, and any other like benefits which the Executive is receiving 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 the a 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 equal to the date remaining Term, but no less than one year. In the event Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the benefits provided for above under the terms provided for herein, then in lieu of termination and for which providing such benefits, Employer will pay the Executive has not yet been paidamount of Employee’s premium to continue such coverage pursuant to the terms of the Comprehensive Omnibus Budget Reconciliation Act. The Executive Employee 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 if the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive Employee obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits insurance, and other benefits, in a manner substantially similar to the benefits to be provided payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of the continuation of Employee’s hospital, health, and medical insurance, Employee shall be permitted to elect to extend such insurance coverage under the policies maintained by Employer in accordance with the applicable provisions of the Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”), and/or applicable state law, to the extent eligible to do so under the Code and such state law.

Termination Without Cause. Upon a termination of The Company may terminate Executive’s employment by Employer at any time without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary Cause (as defined below). For purposes If Executive’s employment by the Company is terminated by the Company without Cause, Executive will be entitled to: 5.1.1. payment of this Agreementall accrued and unpaid base salary through the 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 complies with the Restrictive Covenants (as set forth in Section 6), monthly severance payments equal to one-twelfth of Executive’s base salary as of the date of such termination for a period equal to twelve (12) months (the “Severance Period”). The first such payment will be made on the sixtieth (60th) day following Executive’s “Base Salaryseparation from service” at any time shall (as such term is defined under Internal Revenue Code Section 409A (“Code Section 409A”) and the Treasury Regulations thereunder and the remaining payments will be made in accordance with the Company’s normal payroll schedule for salaried employees; and 5.1.3. 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 the cost she incurs for continuation of Executive’s annual salary most recently approved by 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 Board of Directors of Employer or any committee thereofSeverance Period and in accord with the NSP plan applicable to NSP employees currently in effect. Such amount Executive 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 after each monthly COBRA payment during the Severance Period for which she is entitled to reimbursement in accordance with the foregoing, submit appropriate evidence of such terminationpayment 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 coverage will not affect the amount of such costs eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no COBRA costs will be reimbursed after the close of the calendar year following the 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 addition, Employer shall, solely in the event the Company’s reimbursement of the reimbursable portion of any COBRA payment hereunder results in Executive’s recognition of taxable income (whether for federal, state or local income tax purposes), the Company will report such taxable income as taxable W-2 wages and collect the applicable withholding taxes, and 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 which the Executive is receiving at the time of such termination will be responsible 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide hospital, health, medical and life insurance benefits hereunder and additional income tax liability resulting from 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 hereundercoverage.

Termination Without Cause. Upon a termination of ExecutiveAt any time Company shall have the right to terminate this Agreement and Employee’s employment hereunder by Employer written notice to Employee. Upon any termination without “cause”Cause pursuant to this Section 4.4, Executive Company (a) shall be entitled to receive a payment equal to nine (9) months pay Employee any unpaid amounts of his then current Base Total Salary (as defined below). For purposes accrued prior to the date of this Agreementtermination, 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) shall reimburse Employee for all expenses described in periodic payments, continue to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time Section 3.1 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 this Agreement incurred prior to the date of termination and (c) shall pay Employee an amount (“Severance Payments”) equal to his Total Salary for which a period of three (3) months, paid ratably over such three (3) month period or in a lump sum, as determined by the Executive Board, subject to all appropriate withholdings and deductions, provided, however, that no Severance Payments shall be paid until Employee has signed and delivered a release agreement satisfactory to Company and not yet been paidrevoked it during any applicable statutory revocation period. The Executive shall have no duty Employee will forfeit the right to mitigate damages in connection with his termination by Employer without “cause”. However, any Severance Payments under this Section 4.4 unless such release is signed and not subsequently revoked within ninety (90) days after 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 provided to Employee by Company. Employee shall be owed continue to receive the Additional Benefits provided to Employee immediately prior to the Executive date of termination for so long as Severance Payments are being made to Employee (the “Severance Benefits”) Upon making the Severance Payments and providing the Employer Severance Benefits, if any, required by this Section 4.4, Company shall have no further obligation liability to provide Employee other than any further benefits amounts duly payable pursuant to any 401(k) plan, retirement or pension plan, employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by Company to Employee pursuant to the Executive. 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 provide 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 hereunderterms thereof.

Termination Without Cause. Upon Notwithstanding anything to the contrary contained herein, the Company shall have the right to terminate the employment of Executive at any time without Cause. Subject to subsection (e) below, upon a termination of Executive’s employment by Employer without “cause”Cause, except as provided in Section 15, this Agreement shall terminate and the Executive shall not be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreementany compensation or other benefits, Executive’s “Base Salary” at any time except that the Company 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 through the same manner in which Entitlement Date continue to pay to Executive 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 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 effect immediately prior to the date of termination termination, such payments to be made in installments at the times such amounts would have been paid if the Agreement had not been so terminated, and 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 ii) pay to the Executive, when otherwise due in accordance with Section 4, the Bonus, if any, earned for the fiscal year in which such termination occurs, without regard to whether Executive is employed on the last day of such fiscal year, and (iii) through the Employer shall have no further obligation Entitlement Date continue Executive's benefits and other items referred to in Section 5 or, to the extent the Company is legally unable to provide any further such benefits or other items as a result of Executive no longer being an employee, reimburse Executive for his cost (not to exceed the actual cost to the Company if he were still an employee) of obtaining the equivalent coverage and benefits. During the period in which, Executive receives the payments required by the immediately preceding sentence, Executive shall be subject to the provisions set forth in Sections 10 and 11 below (provided, however, in no event shall the restrictions contained in Sections 10 and 11 continue for more than one year beyond the termination of Executive's employment). In the event that Company elects not to extend the Employment Period, then, absent any termination pursuant to Section 9, the Company shall continue paying to Executive his Base Salary during the period, if any, beginning on the date Executive's employment terminates and ending on the date which is six months after the date on which the Company gives its notice of non-renewal to Executive. It is also understood and agreed thatDuring the period in which Executive receives the payments required by the immediately preceding sentence, 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 provide 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 shall be subject to the benefits to be provided by Employer hereunderprovisions set forth in Sections 10 and 11 below (provided, Employer may permanently terminate however, in no event shall the duplicative benefits it is obligated to provide hereunderrestrictions contained in Sections 10 and 11 continue for more than one year beyond the termination of Executive's employment).

Termination Without Cause. 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, Section 5.4 or Section 5.6 (that is not a termination under any of Executive’s employment by Employer without “cause”Sections 5.1 or 5.5), Executive the Company shall be entitled to 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 paymentspay to the Executive any Accrued Obligations, over nine (9ii) months, in the same manner in which continue to pay the Executive’s Base Salary was paid through for three (3) years, unless such termination occurs during the time Initial Term with more than three (3) years remaining therein, in which event continue to pay Executive’s Base Salary for the remainder of such termination; or the Initial Term (iithe “Continuation Period”), (iii) 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 hospitalbenefits he/she was receiving under Section 4.2 hereof (collectively, healththe “Benefits” and, medical each, a “Benefit”) through the end of the Continuation Period in the manner and life insurance benefits which at such times as 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 Benefits otherwise would have been payable or partial periods that occurred prior to the date of termination and 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 provided to the Executive and (iv) within thirty days of Executive’s termination, pay Executive for any unused vacation days accumulated as of the Employer date of termination. For purposes of continuation of Benefits provided by clause (iii) of the preceding 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. If Executive makes such election, the Company will pay or reimburse Executive for the portion of the COBRA premium that is equal to the insurance premium the Company would pay if Executive 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 shall include any Benefit that may be continued under COBRA for the time period after COBRA coverage would expire), then the Company shall make a cash payment, within thirty days of Executive’s termination, equal to the value 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 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, if Executive is terminated without cause under this Section 5.2, then the Executive’s Equity Awards, if any, shall immediately vest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Company shall have no further obligation liability hereunder. For all purposes under this Agreement, the failure by the Company to provide offer to renew the Agreement following the expiration of the Initial Term or any further benefits Renewal Term on the same terms and conditions hereunder shall be treated as if the Company terminated this Agreement pursuant to the Executive. 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 provide 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 hereunderSection 5.2.

Termination Without Cause. Upon a Company may terminate the Employee's employment at any time without Cause. Termination without Cause shall include, but not be limited to, the following: (i) the termination of Executive’s Employee's employment by Employer without “cause”the Company after Employee's refusal to agree to the Company's request to relocate or spend a substantial and continuous portion of his time at a location more than thirty (30) miles from the Company's present Columbus location, Executive or (ii) the election by the Employee to terminate his employment upon the Company's institution of a substantial dimunition in Employee's responsibilities or authority. The Employee acknowledges that Employee's employment may require intensive travel during limited periods of time. In the event of any such termination, the Employee shall be entitled to receive a payment equal to nine (9) months from Company the following, payable in accordance with the normal payroll practices of his then current Base Salary (Company for similarly situated employees, including deductions, withholdings, and collections as defined below). For purposes of this Agreement, Executive’s “required by law: 6.3.1 His 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 rate in effect as of the Executivetermination date, be paid payable in either: (i) periodic paymentsaccordance with Section 4.1 above, over nine (9) months, for the remaining time in the same manner Employment Period. 6.3.2 An amount equal to the premiums that Employee would be required to pay if Employee elected to continue Employee-only medical and dental coverage under Company's medical and dental plans pursuant to section 4980B of the Internal Revenue Code ("COBRA") for the remaining time in the Employment Period or the period in which the Executive’s Base Salary was paid through the time of COBRA benefits are available, whichever period is longer. Company may pay such termination; or (ii) amounts in a single lump payment within thirty (30) days of sum upon termination or in monthly installments. 6.3.3 To the extent permitted under any group insurance policy providing such termination. In additionbenefits to the Employee, 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 which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive Employee shall also be entitled to payments convert coverage for periods or partial periods that occurred prior long term disability insurance and group term life insurance to an individual policy of insurance. 6.3.4 Accrued unused vacation leave up to the maximum permitted by Company's vacation policy shall be paid to the Employee upon termination of employment at the rate of annual salary in effect on the date of termination and of employment. 6.3.5 Any amount payable pursuant to this Section 6.3, together with any compensation pursuant to Article 4 that is payable for which services rendered through the Executive has not yet been paideffective date of termination, shall constitute the sole obligation of Company payable with respect to the termination of the Employee as provided in this Section 6.3. The Executive Employee shall have no duty not be required 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 the amount of any amounts which may become due under payment provided for in this paragraph (b)Section 6.3 by seeking other employment or otherwise, no further amounts nor shall the amount of any payment provided for in Section 6.3 be owed to reduced by any compensation earned by the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed thatEmployee as a result of employment by another company, notwithstanding any provisions of this paragraph (b) and in the event the Executive obtains new self-employment during any period that the Employer is obligated to provide 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 hereunderor otherwise.

Termination Without Cause. Upon a termination the completion of Executiveyour Probationary Period, your employment may be terminated by the Company without cause, upon providing you with the greater of: (i) two (2) weeks’ notice (or pay in lieu thereof), or (ii) such minimum notice (or pay in lieu thereof) and severance pay as may be prescribed by applicable employment standards legislation. It is expressly understood and agreed that in the event that you are provided with pay in lieu of notice pursuant to sub-section (i) or (ii) above, such payment in lieu of notice shall be: (a) comprised of Base Salary only (and, in particular, will not include any payment whatsoever in respect of Bonus or Commissions), and (b) accompanied by only such Benefits continuation as may be minimally required to ensure The Company’s compliance with applicable employment by Employer without “cause”standards legislation. Notwithstanding the foregoing, Executive the Company shall be entitled to receive a payment equal to nine terminate your employment upon providing you with only your minimum applicable statutory termination entitlements (9i.e. in respect of notice of termination (or pay in lieu thereof), severance pay and Benefits continuation (if applicable)) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be in 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: event that (i) periodic paymentsthe Company has filed for or been petitioned into bankruptcy on or before the date of your termination, over nine (9) months, in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or and (ii) the Company has not yet emerged from bankruptcy protection or remains 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 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 receivership on the date of your termination. To be clear, after the termination and for which the Executive has of your employment, any period of Base Salary continuance will not yet been paidbe considered to be active employment with The Company. 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 Payment of any amounts contemplated herein which may become due under this paragraph (b), no further amounts are in excess of your minimum applicable statutory termination entitlements is and shall be owed to conditional upon your signing of a Full and Final Release in favour of the Executive Company and its parent, related, affiliated and/or subsidiary entities. You expressly agree that, if The Company terminates your employment in accordance with the Employer shall terms of this Section, you will have no further obligation or other claim for hourly wages, Bonus, Benefits, Commissions, incentive payments, notice or pay in lieu of notice, severance, disability payments or any other compensation whatsoever as against The Company, whether pursuant to provide any further benefits to the Executive. It is also understood and agreed thatstatute, 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 provide hospitalcontract, 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 hereundercommon law or otherwise.

Termination Without Cause. Upon a termination of The Executive’s employment by Employer may be terminated without “causeCause” 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 notice period and to immediately sever Executive’s employment relationship with the Trust (or its Successor), but will pay Executive through the thirty (30) day notice period. Executive will not be entitled to any additional compensation or severance benefits. b. If the Trust terminates Executive’s employment without “Cause”, Executive shall be entitled to receive a payment severance benefits equal to nine (9a) months Fifty Percent (50%) of his then Executive’s then-current Base Salary (as defined below). For purposes annual base salary if the termination occurs on or before the first anniversary of the date of this Agreement, ; (b) One Hundred Percent (100%) of Executive’s “Base Salary” at any time shall be then-current annual base salary if the Executive’s annual salary most recently approved by termination occurs after the Board of Directors of Employer or any committee thereof. Such amount shall, at the option first anniversary of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in date of this Agreement and on or before the same manner in which second anniversary of the Executive’s Base Salary was paid through the time date of such terminationthis Agreement; or (iic) in a single lump payment within thirty One Hundred Fifty Percent (30150%) days of such terminationExecutive’s then-current annual base salary if the termination occurs after the second anniversary of the date of this Agreement. In addition, Employer shall, solely in the event Any unvested share options or restricted shares granted to the Executive determines 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 receive the amount due under Executive shall control over the provisions of this paragraph Agreement. c. If Executive terminates his employment for “Good Reason,” Executive shall be entitled to severance benefits equal to (a) Fifty Percent (50%) of Executive’s then-current annual base salary if the termination occurs on or before the first anniversary of the date of this Agreement; (b) in periodic payments, continue to provide One Hundred Percent (100%) of Executive’s then-current annual base salary if the Executive with termination occurs after the hospital, health, medical and life insurance benefits which the Executive is receiving at the time first anniversary 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 date of this Agreement and on or before the second anniversary of the date of this Agreement; or (c) One Hundred Fifty Percent (150%) of Executive’s then-current annual base salary if the termination and for which occurs after the Executive has not yet been paidsecond anniversary of the date of this Agreement. 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 Any unvested share options or restricted shares granted to the Executive under any share plan will vest and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed thatbecome immediately exercisable; provided, notwithstanding however, that any provisions of this paragraph (b) separate agreements between the Trust and in Executive governing the event vesting or forfeiture of share grants or options that are more favorable to the Executive obtains new employment during any period that shall control over the Employer is obligated to provide 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.provisions of this Agreement. “Good

Termination Without Cause. Upon In the event that the Boards determine that this Agreement and the employment of Executive should be terminated for a reason other than death, Disability, Retirement initiated solely by Executive, or for Cause (such reason is hereafter referred to as a “Termination Without Cause”), Executive, or his designated beneficiary, shall be entitled to his then current Base Salary and benefits under Section (G) of Article IV for twenty-four months after termination of Executive’s employment by Employer without “cause”employment. In addition, Executive shall be entitled to receive a payment equal to nine the average of the annual aggregate bonus under the QPB Plan (9or its successor) months earned by the Executive in each of his then current Base Salary (as defined below). For purposes the two calendar years immediately preceding the calendar year in which the Termination without Cause occurs and the average of this Agreement, Executive’s “Base Salary” at any time shall be the amount earned under the Executive’s annual salary most recently approved by Arrangement and the Board of Directors of Employer or any committee thereof. Such amount shall, at the option Long Term Plan in place in each of the Executive, be paid in either: (i) periodic payments, over nine (9) months, in two calendar years immediately preceding the same manner calendar year in which the Termination without Cause occurs. Furthermore, in this event, any stock options granted to Executive shall vest on the termination date, notwithstanding any vesting schedule set forth in any outstanding option agreements with 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 shallin this event, solely in the event the Executive determines shall be entitled: (a) 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 which the Executive is receiving at the time payment 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 any Base Salary accrued through the date of termination of employment and 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) to receive a pro-rated amount of compensation to which he may be entitled pursuant to the QPB Plan, the Arrangement then in effect and the Long Term Plan, as then in effect, based on the effective date of the termination described in this section (E), no further . Such amounts shall be owed paid as soon as administratively practicable, but no later than March 15 of the subsequent calendar year. In addition to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed thatforegoing, notwithstanding any provisions of this paragraph (b) and in the event of Termination without Cause, Executive shall be entitled to receive from the Executive obtains new employment during any period that the Employer is obligated to provide 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 Companies an amount equal to the benefits to be provided Companies’ then current monthly per employee cost of providing State Auto’s health insurance benefit multiplied by Employer hereunder24, Employer may permanently terminate plus such additional amount that represents a gross up of the duplicative benefits it is obligated to provide hereundertaxes due for that particular amount of income.

Termination Without Cause. Upon a termination of Executive’s employment by Employer without “cause”, Executive shall be entitled to 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” If at any time shall be the (A) prior to Executive’s annual salary most recently approved 's attainment of age 65 and (B) other than during a Protection Period, Executive's employment by the Board of Directors of Employer Company is terminated by the Company without Cause (and other than a termination for Disability), then the Company shall pay or any committee thereof. Such amount shall, at the option of the Executive, be paid in either: provide Executive with: (i) periodic paymentsExecutive's Accrued Obligations, over nine (9) months, payable in the same manner in which the Executive’s Base Salary was paid through the time of such termination; or accordance with Section 8(a)(i); (ii) Any unpaid bonus earned with respect to 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 a single lump payment within thirty (30) days of which such termination. In additiontermination occurs, Employer shall, solely in the event the Executive determines to receive the amount due of which shall be based on actual performance under this paragraph (b) in periodic paymentsthe applicable bonus plan and a fraction, continue to provide the Executive with numerator of which is the hospital, health, medical and life insurance benefits which number of days elapsed during 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 performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year; (iv) Severance payments in the 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 twelve (12) months in the Company's medical benefits plan which covers Executive has not yet been paidand 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 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 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 continuation of any amounts which may become due health benefits under this paragraph 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 (b"COBRA"), no further amounts ; and (vi) Executive's Inducement Awards shall become immediately fully vested. Executive's Inducement SSARs shall be owed to exercisable for the Executive and lesser of one year following the Employer shall have no further obligation to provide any further benefits to date of termination or the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and exercise period stated in the event the Executive obtains new employment during award agreement. Any restricted stock units awarded with respect to Inducement PSUs shall become immediately fully vested, and any period that the Employer is obligated to provide 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 restricted stock units to be provided by Employer hereunderawarded with respect to Inducement PSUs shall be fully vested immediately upon award. If Executive's termination of employment occurs prior to 2007, Employer may permanently terminate the duplicative benefits it is obligated then restricted stock units shall be awarded with respect to provide hereunderInducement PSUs based upon performance for all of calendar year 2006.

Termination Without Cause. Upon 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 Executiveemployment. 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 terms 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 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 Employer without “cause”law, Executive 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 receive a payment equal notice and severance under any policy or plan of Company (the payments set forth in this paragraph 5.A. being given in lieu thereof) and 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 nine the material detriment of Company, under subparagraphs 5.A.(vi) or (9) months of his then current Base Salary (as defined belowvii). For purposes , under sections 6 or 9 of this Agreement, Executive’s “Base Salary” at any time shall be under the Executive’s annual salary most recently approved by CNPR Agreement, or under the Board of Directors of Employer or any committee thereof. Such amount shallseparation agreement described in this paragraph 5.A., at Company has the option right to seek recovery of the Executivefull payments made to Employee under subparagraphs 5.A.(i), 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 and (30iii) days of such termination. In additionabove, Employer shall, solely in the event the Executive determines and 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 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 obtain all other remedies provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderlaw or equity.

Termination Without Cause. Upon 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 termination of Executive’s employment by Employer without “cause”Change in Control or more than twelve (12) months after a Change in Control, the Executive shall be entitled to receive a payment his Accrued Benefits. In addition, provided that the 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 nine the sum of: (9A) continued payment for 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 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 (based on his salary in effect immediately prior to such termination); and (B) an amount equal to the annual cash bonus at target under the Company’s Annual Incentive Plan or other annual bonus plan at the 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 (ii) other than amounts payable pursuant to this Agreement); provided, however, that if a Change in Control occurs during the period in which the Executive is receiving payments hereunder, the amount payable hereunder but not yet paid shall be paid in a single lump payment sum within thirty (30) days following the Change in Control; (ii) continuation of the Executive’s group health insurance and dental insurance with respect to Executive and his dependents for the greater of (i) the period provided pursuant to the terms of the plan or (ii) if the coverage or 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 terminationcontinuation shall be shared by the Company and the Executive in the same proportion as such costs are shared by active employees of the Company. In additionNotwithstanding the foregoing, Employer shall, solely in the event the Executive determines becomes reemployed with another employer and becomes eligible to receive comparable benefits under the amount due under this paragraph (b) employee benefit plans referred to in periodic paymentsthe preceding sentence from such employer, continue to provide the Executive with the hospital, health, medical and life insurance benefits 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 date of termination and 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 Executive and the Employer Executive’s dependent’s shall have no further obligation longer be entitled to provide any further 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 (such approval not to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (bbe unreasonably withheld) and in paid for by the event the Executive obtains new employment during any period that the Employer is obligated to provide 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 hereunderCompany.

Termination Without Cause. Upon a termination of ExecutiveEmployee's employment hereunder without "cause", in recognition of such termination and Employee’s employment agreement to be bound by Employer without “cause”the covenants contained in Sections 8, Executive 9 and 10 hereof, Employee shall be entitled to receive a lump sum severance payment equal to nine the sum of two times (9) months of his i)his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “annual 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 the highest cash bonus payment within thirty paid to Employee over the past three years, and (30iii) days the highest full grant date value of such terminationany 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, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, shall continue to provide the Executive Employee with the hospital, health, medical and life insurance insurance, and any other like benefits which the Executive is receiving 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 two years. In the period that event Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the Executive continues benefits provided for above under the terms provided for herein, then in lieu of providing such benefits, Employer will pay the amount of Employee’s premium to receive continue such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior coverage pursuant to the date terms of termination and for which the Executive has not yet been paidComprehensive Omnibus Budget Reconciliation Act. The Executive Employee 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 if the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in the event the Executive Employee obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits insurance, and other benefits, in a manner substantially similar to the benefits to be provided payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of the continuation of Employee’s hospital, health, and medical insurance, Employee shall be permitted to elect to extend such insurance coverage under the policies maintained by Employer in accordance with the applicable provisions of the Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”), and/or applicable state law, to the extent eligible to do so under the Code and such state law.

Termination Without Cause. Upon The District may, for any reason, without cause or a termination of Executivehearing, terminate this Agreement at any time upon fifteen (15) calendar days’ prior written notice to the Interim President. During this fifteen (15) calendar day period, the District shall communicate with the Interim President about the Interim President’s employment and the parties shall discuss whether the Interim President’s employment relationship can be terminated by Employer without “cause”mutual agreement. In consideration for exercise of this right, Executive the District shall pay Interim President for eighteen (18) months. The Interim President shall be entitled paid Interim President’s monthly salary at the rate in effect during the Interim President’s last month of service. As a condition of payment, the Interim President shall be obligated to receive a payment equal to nine (9) months of his then current Base Salary (seek other employment and he shall notify the District immediately if he earns income from any employment-related activity as defined belowabove. If the Interim President finds other employment, the District will begin paying the Interim President on a monthly basis only the difference between Interim President’s monthly salary and the amount which the Interim President earns from any other employment-related source (whether as employee, independent contractor, consultant, or self-employed), if any such difference exists. For purposes of this Agreement, Executivethe term "salary" shall include only the Interim President'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 may be made in a lump sum or on a monthly basis, at District’s “Base Salary” at any time sole election. 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 subject to the Executive’s annual salary most recently approved by District’ insurance carriers’ rules, requirements, and restrictions, the Board of Directors of Employer or any committee thereof. Such amount shall, at the option of the Executive, Interim President shall also be paid in either: (i) periodic payments, over nine (9) months, in entitled to the same manner in which district contribution toward health benefits as the Executive’s Base Salary Interim President 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 which the Executive is receiving at the time of his termination, for the remainder of the unexpired term of this Agreement a period of eighteen (18) months, or until the Interim President obtains other employment, whichever occurs first. Any such termination shall be in writing, shall specify the effective date of the termination, and shall terminate all of the Interim President’s employment rights and entitlements with the District. The Interim President shall execute a full release of claims against the District and its officers, agents, and employees as a condition of receiving the severance payment; otherwise, no severance payment shall be required, and termination shall be effective nonetheless. The parties agree that damages to the Interim President which may result from the Board’s early termination of this Agreement cannot be readily ascertained. Accordingly, the 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 period Interim President, fully compensates the Interim President for all tort, Agreement, and other damages of any nature whatsoever, whether in law or equity, and does not result in a penalty. The parties agree that the Executive continues District’s completion of its obligations under this provision constitutes the Interim President’s sole remedy to receive such periodic paymentsthe fullest extent provided by law. Executive Finally, the parties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code section 53260 et seq. If the Interim President is terminated without cause and elects to retire instead of fulfilling his obligation to seek other employment as set forth above, the parties agree that, effective upon the date of the Interim President’s retirement with ▇▇▇▇▇▇▇ or CalPERS, the District’s obligations to make the payments described in this paragraph shall also end. Notwithstanding any other provision of this Agreement to the contrary, if the District believes, and subsequently confirms through an independent audit, that the Interim President has engaged in fraud, misappropriation of funds, or other illegal fiscal practices, the District may terminate the Interim President and the Interim President shall not be entitled to payments for periods the cash, salary payments, health benefits, or partial periods that occurred prior other noncash settlement as set forth above. This provision is intended to implement the date requirements of termination and 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”. HoweverGovernment Code section 53260, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph subdivision (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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. 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 not a termination under any of Executive’s employment by Employer without “cause”Sections 5.1, Executive 5.5 or 5.6), the Company shall be entitled to 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 pay to the same manner in which the Executive’s Executive any unpaid Base Salary was paid through the time effective date of termination specified in such termination; or notice, (ii) in continue to pay the Executive's Base Salary for a single lump payment within thirty period of twelve (3012) days months from notice of such termination. In additiontermination hereunder (the "Continuation Period"), Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (biii) in periodic payments, continue to provide the Executive with the hospitalbenefits 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, healththen the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, medical for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and life insurance benefits conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the vesting of the Executive's Stock Options, if any, shall be subject to the terms of any option agreement(s) to which the Executive is receiving at and the time of such termination Company are parties. The Company shall have no further liability hereunder (other than for the period that the Executive continues to receive such periodic payments. Executive shall also be entitled to payments (x) reimbursement for periods or partial periods that occurred reasonable business expenses incurred prior to the date of termination termination, subject, however, to the provisions of Section 4.1, and 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 (y) payment of any amounts which may become due compensation for unused vacation days). For all purposes under this paragraph (b)Agreement, no further amounts 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 terms and conditions hereunder shall be owed treated as if the Company terminated this Agreement pursuant to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderSection 5.2.

Termination Without Cause. Upon a termination Provided that not less than six (6) months have elapsed since the effective date of this Agreement, if Executive’s employment is thereafter terminated by Employer without “cause”the Company (other than for Cause), Executive shall will be entitled to all accrued and unpaid Base Salary, accrued prior year bonuses and other accrued benefits and expense reimbursements through the date of termination, plus he will be entitled to receive the following severance benefits: (i) Executive will be entitled to receive a payment severance amount equal to nine (9) months of his then current Base Salary for a period of six (6) months from the date of termination, plus a bonus equal to the 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 defined below)provided to Executive at the time of termination, such health care benefits to be provided for a period of six (6) months from the date of termination; and (iii) All non-vested equity awards granted to Executive will immediately vest and will be exercisable for a period of three months following such termination in accordance with the Company’s 2016 Stock Incentive Plan or any similar plan as the Company may adopt from time to time which such equity award was granted under. 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, any material reduction in the same manner in which the Executive’s Base Salary was paid through responsibilities, duties, title or compensation of the time of such termination; Executive without the Executive’s written consent or (ii) in a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in if 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 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 date of termination and 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 Company gives notice to the Executive and that it will not renew this Agreement pursuant to Section 2 hereof, shall be deemed an Effective Termination Without Cause. Upon termination of Executive’s employment without cause or upon the Employer shall have no Executive’s resignation as a result of an Effective Termination Without Cause, except for the obligations set forth in this subsection 5a., the obligations of the Company to make any further obligation payments or to provide any further benefits to Executive under this Agreement will cease and terminate. If the Executive. It is also understood and agreed thatindependent members of the Board of Directors unanimously determine, notwithstanding any provisions of this paragraph (b) and in the event at their sole election, that the Executive obtains new employment during any period that the Employer is obligated to provide hospitalhas materially not met his obligations as set forth in Section 1 above, 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 but not to the benefits full extent required to trigger termination for Cause as defined in subsection 5d., then termination of the Executive will be deemed to be provided by Employer hereunder, Employer may permanently terminate a resignation and governed under the duplicative benefits it is obligated to provide hereunderterms of subsection 5b.

Termination Without Cause. Upon a termination CBOE may terminate your employment without Cause, at any time. In such event, CBOE shall pay you (a) your base salary (based upon the annual rate in effect on the date of Executive’s employment by Employer without “cause”, Executive shall be entitled to receive a payment equal to nine termination) and prorated targeted bonus through the date of termination; (9b) twenty-four (24) months of his then current Base Salary base salary continuation (as defined below). For purposes at the rate determined by using the greater of (1) the annual pay rate in effect on the effective date of this Agreement or (2) the annual pay rate in effect on the date of termination of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s ); and (c) an amount equal to two (2) times your target annual salary most recently approved bonus (as determined by the Board of Directors of Employer or any committee thereofCBOE) for the year in which your employment terminates (collectively, such base salary and bonus amounts to be referred to herein as the “Severance Payments”). Such amount shallSubject to the terms of Paragraph 8 of this Agreement, the Severance Payments shall be payable in one single sum. CBOE shall also pay your COBRA premiums (sufficient to cover full family healthcare) for a period of eighteen (18) months following the termination of your employment if you elect such COBRA coverage and, at the option end of the Executivesuch period, be paid if you are eligible and elect to enroll in either: CBOE’s retiree medical plan, if any, CBOE shall pay your premiums for such coverage for a period of six (i) periodic payments, over nine (96) months. The foregoing notwithstanding, CBOE’s obligation to pay the COBRA and retiree medical insurance premiums described in the same manner in which preceding sentence (collectively, the Executive’s Base Salary was paid through “Insurance Premiums”) shall cease on the time of such termination; or (ii) in a single lump payment within thirty (30) days of such terminationdate you and your dependents become eligible for coverage under another group health plan that does not impose pre-existing condition limitations on your and your dependents’ coverage. In addition, Employer shall, solely in the event the Executive determines Nothing herein shall be construed 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 which the Executive is receiving at the time of such termination for extend the period that of time over which COBRA continuation coverage may be provided to you or your dependents beyond the Executive continues to receive such periodic paymentsperiod of time mandated by law. Executive CBOE shall also be entitled to payments pay you for periods or partial periods that occurred your unpaid business expenses incurred prior to the termination of your employment in accordance with the terms of CBOE’s expense reimbursement policy, and accrued but unused vacation, through the date of termination your employment terminates, and for which any other benefits mandated under 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 terms of any amounts CBOE plans and programs in which may become due under this paragraph you are a participant (bexcluding, however, any other CBOE severance plan or program), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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. Upon a termination of Executive’s employment by Employer may terminate this Agreement without “cause”, Executive shall be entitled to 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” cause at any time shall be the Executive’s annual salary most recently approved by the Board of Directors of giving thirty days' prior written notice to Officer. If Employer or any committee thereof. Such amount shallterminates this Agreement without cause, at the option of the Executive, be paid in either: Employer may direct Officer to immediately cease providing services. (i) periodic paymentsIf Employer terminates this Agreement without cause while Officer's primary residence is located in Weathersfield, over nine (9) monthsConnecticut under Section 3(b), Employer will continue to pay Officer his base salary in effect as of the same manner in which the Executive’s Base Salary was paid through the time date of such termination; or (ii) in termination for a single lump payment within thirty (30) days period of two years following the effective date of such termination. In additionSuch continued salary payments shall be made less taxes and other normal withholdings in accordance with Employer's normal payroll procedures. (ii) If Employer terminates this Agreement without cause after Officer's primary business office and primary residence have been relocated to the Columbia, Maryland area under Section 3(b), Employer shall, solely in the event the Executive determines to receive the amount due under this paragraph (b) in periodic payments, will continue to provide pay Officer his base salary in effect as of the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time date of such termination for a period of three years following the period effective date of such termination. Such continued salary payments shall be made less taxes and other normal withholdings in accordance with Employer's normal payroll procedures. (iii) In addition to any severance under Section 6(b)(i) or 6(b)(ii), any stock option or other stock-based compensation plan will be governed by the terms of such plans (and any related stock option or similar agreements) and the portion or portions of any bonus or other cash incentive compensation that had been accrued with respect to Officer on the Executive continues to receive such periodic payments. Executive shall also be entitled to payments for periods or partial periods that occurred prior to books of Employer through the date of termination and for which pursuant to this Section 6(b) or otherwise will be paid to Officer in accordance with the Executive applicable plan. (iv) If Officer dies after Employer has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by terminated this Agreement without cause, but before Employer without “cause”. However, it is understood and agreed that, upon receiving a lump sum payment has made all of any amounts which may become due the payments required under this paragraph (b)Section, no further amounts Employer shall be owed make all such remaining payments under this Section to Officer's estate pursuant to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of schedule for such payments set forth in this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide 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 hereunderSection.

Termination Without Cause. Upon The Board in consultation with the Superintendent may, for any reason, without cause or a hearing, terminate this Agreement at any time. In consideration for the exercise of this right to terminate without cause, the District shall pay to the Assistant Superintendent, Human Resources from the date of termination until the expiration of Executive’s employment by Employer without “cause”this Agreement, Executive or for a period of twelve (12) months, whichever is less, a sum equal to the Assistant Superintendent, Human Resources’ base salary at the rate in effect during the Assistant Superintendent, Human Resources’ last month of service. Any such termination shall be entitled to receive in writing, shall specify the effective date of the termination, and shall terminate all of the Assistant Superintendent, Human Resources’ employment rights and entitlements with the District. The Assistant Superintendent, Human Resources 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 equal to nine (9) months of his then current Base Salary (as defined below)shall be required and termination shall be effective, nonetheless. For purposes of this Agreement, Executive’s the term “Base Salarysalary” at shall include only the Assistant Superintendent, Human Resources’ regular monthly base salary and shall not include the value of any time other stipends, allowances, reimbursements, or benefits received under this Agreement. All payments made pursuant to this termination without cause provision shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer 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 committee thereof. Such amount shallretirement purpose; accordingly, at the option of the Executive, no deductions shall 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 terminationmade for retirement purposes. 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 which the Executive is receiving at the time of such termination consideration for the period that exercise of this right to terminate this Agreement without cause, the Executive continues to receive such periodic payments. Executive Assistant Superintendent, Human Resources shall also be entitled to payments continue participation in the District’s health and welfare benefit program on the same terms and conditions as described herein in this Agreement for periods the remainder of the unexpired term of this Agreement, or partial periods a period of twelve (12) months, or until the Assistant Superintendent, Human Resources obtains other employment, whichever occurs first. The Parties agree that occurred prior any damages to the date Assistant Superintendent, Human Resources 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 fully compensates the Assistant Superintendent, Human Resources for all tort, contract, and for which the Executive has other damages of any nature whatsoever, whether in law or equity, and does not yet been paidresult in a penalty. 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 Parties agree that the District’s completion of any amounts which may become due its obligations under this paragraph (b)provision constitutes the Assistant Superintendent, no further amounts shall be owed Human Resources’ sole remedy to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 fullest extent provided by Employer hereunderlaw. Finally, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderParties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code sections 53260, et seq.

Termination Without Cause. Upon The Bank may terminate the Executive at any time during the Employment Period and, unless such termination constitutes a termination for Cause: (a) The Bank shall pay and deliver to the Executive (or in the event of Executive’s employment his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements within the timeframes contained in Section 9. (b) During the Remaining Unexpired Employment Period, the Bank shall provide for the Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits (collectively, the “Insurance Coverage”) on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for similarly situated employees of the Bank. The Insurance Coverage provided under this Section 12(b) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by Employer without a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this Section 12(b). Notwithstanding the foregoing, if the Insurance Coverage is not permitted by applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees) or to the extent such coverage will result in an excise tax or additional tax to the Company, Bank or Executive (other than ordinary income tax) (collectively, the “causeInsurance Restrictions”), the Bank shall pay the Executive shall be entitled to receive a lump sum payment equal to nine the monthly premiums payable by the Executive to obtain similar benefits, with such payment made within ten (910) months days 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 termination of employment, to the extent that such payment does not violate the insurance restrictions in effect (other than ordinary income tax). (c) The Bank shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Executive received in the calendar year preceding that in which the termination of employment with the Bank occurs divided by twelve (12) and then multiplied by the Board number of Directors of Employer or any committee thereofmonths remaining in the Remaining Unexpired Employment Period, to compensate the Executive for the payments the Executive would have received during the Remaining Unexpired Employment Period. Such amount shall, at the option of the Executive, lump sum’ shall be paid in either: (i) periodic paymentslieu of all other payments of salary, over nine (9) monthsbonus, short-term and long-term compensation provided for under this Agreement in respect of the same manner in which the Executive’s Base Salary was paid through the time of period following any such termination; or . Such payment shall be made (iiwithout discounting for early payment) in a single lump payment within thirty (30) days following the Executive’s termination of such terminationemployment. In additionThe payments and benefits described in Sections 12(b) and 12(c) are referred to in this Agreement as the “Additional Termination Entitlements.” Notwithstanding the foregoing, Employer shall, solely in the event the Executive determines to shall not receive any severance hereunder (above the amount due under this paragraph (bStandard Entitlements) in periodic paymentsunless within 30 days after terminating employment, continue to provide the Executive with the hospital, health, medical and life insurance benefits 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 date of termination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages signed a general release of claims 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 form generally acceptable to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderBank.

Termination Without Cause. Upon a The Corporation may terminate this Agreement and the employment of the Executive at any time, by providing 45 days’ prior notice of termination (the “Notice of Termination”). Should the Executive’s employment by Employer without “cause”with the Corporation be terminated for any reason whatsoever other than For Cause or as a result of an effective change of control of the Corporation and other than upon the Executive’s death, retirement at normal retirement age or should the Executive shall terminate his employment for Good Reason (as defined hereinafter), the Executive will be entitled to receive a payment the following severance benefits: • An amount equal to nine two (92) months of his then current times the Annual Base Salary payable plus two times the maximum bonus payable (30% of the Annual Base Salary) (the “Severance Benefits”); and • the continuation of all other benefits or allowances and reimbursement of expenses for the period of two (2) years at the same level to which the Executive was entitled immediately prior to the termination or until the Executive enters into another employment, whichever event occurs first. However, short term and long-term disability insurance plans shall cease to apply to the Executive at the date of termination. If the termination 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 two (2) year 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 defined below)a lump sum payment, or a set of lump sum payments over a specified period of time, in which case this lump sum payment 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 Corporation, then the Severance Benefits shall be payable in accordance with the Corporation’s pay policy over the two (2) year severance period. For purposes of greater certainty, and notwithstanding any other provision in this Agreementagreement, Executive’s “Base Salary” at any time shall be the parties agree that if the Executive’s annual salary most recently approved by position is changed for another senior management position within the Board of Directors of Employer or any committee thereof. Such amount shallCorporation, at the option of the Executivewith equivalent base salary, bonus and all benefits, this shall not 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 interpreted as a single lump payment within thirty (30) days of such termination. In addition, Employer shall, solely in the event constructive dismissal and the Executive determines shall not have the right to receive seek the amount due under application of this paragraph (b) in periodic paymentssection 10.2, continue to provide but the Executive with the hospital, health, medical and life insurance benefits 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) and in section shall continue to apply for the event benefit of the Executive obtains new employment during any period that after this change of position within the Employer is obligated to provide 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 hereunderCorporation.

Termination Without Cause. Upon a termination of Executive’s Either you or the Company may terminate this Agreement and your employment by Employer without “cause”, Executive shall be entitled to 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 Cause on thirty (30) days written notice. In the event of your Termination of Employment by you pursuant to this Section V.C, you will be paid at the usual rate of your annual Base Salary, car allowance, and any out-of-pocket expenses incurred on behalf of the Company and accounted for pursuant to Section IV.E through the date of termination specified in such notice (but not to exceed thirty (30) days from the date of such notice). Notwithstanding any provision to the contrary contained herein, in the event of your Termination of Employment by the Company at any time for any reason other than for Cause, disability or death: 1. Subject to Section V.G, the Company shall pay you a severance benefit, in a lump sum payable no later than the fifth business day following the date of termination, an amount equal to the sum of: (a) your Base Salary (includes only regular cash salary and is determined before any reduction for deferrals pursuant to any nonqualified deferred compensation plan or arrangement, qualified cash or deferred arrangement or cafeteria plan) at the rate in effect at the time of your Termination of Employment, plus (ii) 100% of your annual bonus for the most recent fiscal year (regardless of timing and manner of payment), plus (iii) 12 months of your car allowance. 2. You shall be entitled to receive, until the earlier of (A) the expiration of the “Severance Period” (which shall mean the longer of these two periods: one year from the date of termination or the remaining term of this Agreement), or (B) your obtaining full-time employment, life insurance coverage substantially equivalent to the coverage you had on the day immediately prior to your Termination of Employment, including reimbursement of the cost of the premiums incurred on your supplemental term life insurance, and any group term life insurance coverage then in effect for your spouse and dependents. Reimbursement of the cost of the premiums on your supplemental term life insurance under this Section V.C.2 will be made as soon as reasonably practicable but no later than 30 days after you submit a request for reimbursement to the Company, along with any appropriate back-up documentation, provided that the reimbursement is, in all cases, made on or before the last day of the calendar year in which the cost of the premium is incurred by you. You shall be required to pay no more for such life insurance than you paid as an active employee immediately before your Termination of Employment. In order to continue life insurance coverage, you must timely elect continuation or the portability option available under the Company’s group life insurance policy or policies and pay the full premium for such coverage following Termination of Employment. The Company will reimburse you for the amount by which such life insurance premium exceeds the amount you paid for such coverage as an active employee immediately prior to your Termination of Employment. Such reimbursement will be made as soon as reasonably practicable but no later than 30 days after you submit a request for reimbursement to the Company, along with any appropriate back-up documentation, provided that the reimbursement is, in all cases, made on or before the last day of the calendar year following the calendar year in which the cost of the premium was incurred by you. 3. Continuation coverage will be provided to you under the Company’s group health and/or dental plans, and, for each month of the Severance Period in which you have continuation coverage, the Company will pay an amount equal to the excess of (i) the portion of the monthly cost for your coverage under the Company’s group health and/or dental plans that was borne by the Company immediately prior to your Termination of Employment (subject to the rule for coverage changes discussed below) over (ii) the portion of the monthly cost for your coverage under the Company’s group health and/or dental plans that is borne by the Company during the Severance Period. Your coverage will be deemed to include any Company contribution to a health savings account (or similar arrangement) for you. If the level of your coverage changes during the Severance Period, as, for example, from single to family coverage or to no coverage, the amount which the Company shall pay will be determined as if the new coverage level had been the level of coverage in effect immediately prior to the Termination of Employment. You shall be entitled to health care continuation coverage under the Company’s group health and/or dental plans (which will run concurrently with any state or COBRA continuation) for up to 36 months, which is through the end of the Severance Period, if you have not become eligible to participate as an employee in a plan of another employer providing group health and dental benefits to you and your eligible family members and dependents, which plan does not contain any exclusion or limitation with respect to any pre-existing condition of you or any eligible family member or dependent who would otherwise be covered under the Company’s plan but for this clause. If COBRA or other continuation coverage is not available to you during any portion of the Severance Period (other than by reason of your failure to elect continuation coverage or to pay the required premiums for such coverage), the Company will provide comparable medical benefits pursuant to an alternative arrangement, such as an individual medical insurance contract, and such alternative benefits will be treated as part of the Company’s health and/or dental plan. Any reimbursement made under this Section V.C.3 shall be made as soon as reasonably practicable but no later than 30 days after you submit a request for reimbursement to the Company, along with any appropriate back-up documentation, provided that the reimbursement is, in all cases, made on or before the last day of the calendar year following the calendar year in which any continuation coverage payment was incurred. To the extent you incur a tax liability (including foreign, federal, state and local taxes) in connection with a benefit provided pursuant to this Section V.C.3 which you would not have incurred had you been an active employee of the Company participating in the Company’s group health and dental plans, the Company will make a payment to you in an amount equal to such tax liability plus an additional amount sufficient to permit you to retain a net amount after all taxes equal to the initial tax liability in connection with the benefit. The payment pursuant to this Section V.C.3 will be made as soon as reasonably practicable but no later than 30 days after your remittal of a written request for payment accompanied by a statement indicating the basis for and amount of your tax liability, provided that the tax gross up payment, in all cases, will be paid by no later than December 31 of the calendar year next following the calendar year in which the related taxes are remitted to the appropriate taxing authority. 4. For the period commencing immediately following your Termination of Employment and continuing for the duration of the Severance Period, the Company shall provide continuation or conversion benefits under the Company’s group short term and group long term disability insurance policies to provide benefits that are substantially similar to those provided to you immediately prior to your Termination of Employment; provided, if such continuation or conversion is not allowed by or available under such policy(ies), then the Company shall pay you in a lump sum the aggregate dollar amount of the insurance premiums the Company would have incurred if you had remained employed with the Company during the Severance Period. In addition, Employer shall, solely in the event Company will continue to reimburse you for the Executive determines to receive cost of the amount due premiums you incur for your supplemental long-term disability insurance coverage during the Severance Period. The supplemental long-term disability insurance premium reimbursement made under this paragraph (b) Section V.C.4 will be made as soon as reasonably practicable but no later than 30 days after you submit a request for reimbursement to the Company, along with any appropriate back-up documentation, provided that the reimbursement is, in periodic paymentsall cases, continue to provide made on or before the Executive with last day of the hospital, health, medical and life insurance benefits calendar year in which the Executive cost of the premium payment is receiving at incurred by you. 5. The Company will make an additional tax gross up payment to you in an amount equal to your federal, state and local tax liability on your supplemental long-term disability insurance premium reimbursement plus an additional amount sufficient to permit you to retain a net amount after all federal, state and local taxes equal to the time of such termination initial tax liability for the period premium reimbursement. The tax gross up payment will be made as soon as reasonably practicable but no later than 30 days after the gross-up calculation has been computed by the Company, provided that the Executive continues tax gross up payment, in all cases, will be paid by no later than December 31 of the calendar year next following the calendar year in which the related taxes are remitted to receive the appropriate taxing authority. 6. The Company shall provide you with reasonable outplacement services at a qualified agency selected by you up to a maximum amount of $30,000 and the use of an office and reasonable secretarial support, in each case for up to one year (unless you become otherwise employed within such periodic paymentsperiod). 7. Executive The Company shall also be entitled reimburse out-of-pocket expenses incurred by you on behalf of the Company and accounted pursuant to payments Section IV.E. 8. The Company shall reimburse you for periods or partial periods that occurred prior any and all unused vacation days accrued to the date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereundertermination.

Termination Without Cause. Upon If Employee's employment is ------------------------- terminated under Section 5(a)(ii), 5(a)(iv) or 5(a)(vi) above before the end of the Original Term, the Company agrees to retain Employee as a termination consultant to perform such services (the "Consulting Services") for the Company as may be reasonably requested from time to time by the CEO of Executive’s employment by Employer without “cause”, Executive shall be entitled to receive a payment equal to nine the Company (9) months of his then current Base Salary (as defined belowthe "Consulting Arrangement"). 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 The term of the Executive, be paid in either: Consulting Arrangement shall commence on the effective date of termination and expire on the earlier of (i) periodic payments, over nine (9) months, in the same manner in which end of the Executive’s Base Salary was paid through the time of such termination; Original Term or (ii) the first anniversary of the closing of a Change of Control. Employee's stock options shall continue to vest during the term of the Consulting Arrangement as described in Section 4(b) above. As consideration for Employee's services under the Consulting Arrangement, the Company shall continue to pay to Employee an amount equal to Employee's monthly salary as set forth in Section 4(a) and the Annual Bonus, in accordance with the Company's normal employee payroll practices and typical bonus payment policies, during the term of the Consulting Arrangement. If Employee accepts employment as a single lump payment salaried employee or consultant to another person, company or entity during the term of the Consulting Arrangement, then the Company's obligation to pay the salary and the Annual Bonus shall be reduced by the amount of any salary or other compensation received by Employee from such employment, provided, however, that Employee may elect within thirty (30) 30 days of such termination. In addition, Employer shall, solely in the event commencement of the Executive determines Consulting Arrangement 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 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 date of termination and 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 equal to 50% of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive salary and the Employer minimum Annual Bonus that would otherwise be payable during the term of the Consulting Arrangement ("the Fixed Payment") in lieu of receiving the salary and Annual Bonus over the term of the Consulting Arrangement. In the event that Employee elects to receive the Fixed Payment, the Company shall have no further obligation to provide pay Employee the salary or the Annual Bonus. If Employee accepts employment as a salaried employee or consultant to another person, company or entity during the term of the Consulting Agreement, then Company shall make all reasonable efforts to minimize its need for his services as consultant and shall make reasonable efforts not to interfere with any further other employment of Employee. Health insurance benefits with the same coverage provided to Employee prior to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) termination and in the event the Executive obtains new employment during any period that the Employer is obligated all other respects significantly comparable to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits those in a manner substantially similar place immediately prior to the benefits to termination will be provided by Employer hereunder, Employer may permanently terminate at the duplicative benefits it is obligated to provide hereunderCompany's expense during the term of the Consulting Arrangement. The Company shall also reimburse Employee for reasonable expenses incurred in connection with his services under the Consulting Arrangement.

Termination Without Cause. Upon a Any termination of Executive’s employment by Employer 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”), Executive 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 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 or over the course of the next twelve months in equal bimonthly payments in accordance with the Company's then standard payroll policies and practices. 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 period of five (5) days shall be a material breach of this Agreement and the Employee shall be entitled to demand and 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 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 date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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 hereunderall unpaid liquidated damages.

Termination Without Cause. Upon The Board may, for any reason, without cause or a termination hearing, terminate this Agreement at any time by providing the Chancellor not less than thirty (30) days written notice. In consideration for the exercise of Executivethis right, the District shall pay to Chancellor for the remainder of this Agreement or eighteen (18) months, whichever is less, a sum equal to the difference between the Chancellor’s salary rate in effect during the Chancellor’s last month of service and the amount that the Chancellor earns from any other employment by Employer without “cause”related source (whether as employee, Executive independent contractor, consultant or self-employed). Payments to the Chancellor shall be made on a monthly basis unless the Board agrees otherwise. In addition, the Chancellor shall be entitled to receive a payment equal health and welfare benefits at the District’s expense for an amount of time commensurate with the amount of time to nine (9) months of his then current Base Salary (as defined below)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, Executivethe term “salary” shall include only the Chancellor’s “Base Salary” at regular monthly base salary and shall not include the value of any time shall be the Executive’s annual salary most recently approved by the Board of Directors of Employer other allowances, stipends, reimbursements 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 benefits received under this Agreement except to receive the amount due 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 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 other damages of any nature whatsoever, whether in law or equity, and do not result in a penalty. The parties agree that the District’s completion of its obligations under this paragraph (b) 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 periodic paymentsGovernment Code Sections 53260, continue et seq. Notwithstanding any other provision of this Agreement to provide the Executive with contrary, if the hospitalBoard believes, healthand subsequently confirms through an independent audit, medical and life insurance benefits which the Executive is receiving at the time of such termination for the period that the Executive continues to receive such periodic payments. Executive Chancellor has engaged in fraud, misappropriation of funds, or other illegal fiscal practices, then the Board may terminate the Chancellor and the Chancellor shall also not be entitled to payments for periods the cash, salary payments, health benefits or partial periods that occurred prior other non-cash settlement as set forth above. This provision is intended to implement the date requirements of termination and 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”. HoweverGovernment Code Section 53260, it is understood and agreed that, upon receiving a lump sum payment of any amounts which may become due under this paragraph subdivision (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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. Upon a termination (a) The Company may terminate the Term of ExecutiveEmployment and Employee’s employment by Employer relationship with it for any or no reason (without Cause), upon written notice to Employee (the “causeTermination 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, Executive the Company shall be entitled pay to receive a payment Employee severance pay 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 ExecutiveEmployee’s Base Salary was paid through the time of such termination; or (ii) Compensation 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 which the Executive is receiving effect at the time of such termination termination, exclusive of Bonus and any incentive compensation, and the continuation of employee benefits for the shorter of (a) the period until Employee is employed other than by the Company and (b) a period of one year (the “Severance Pay”). The Severance Pay will be paid to Employee in twelve (12) consecutive monthly installments beginning on the fifty-second (52nd) day following the effective date of the Termination Notice; provided however, that no severance pay will be paid to Employee unless, within the Executive continues 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 Company. The foregoing Severance Pay is in lieu of and the Company shall have no obligation to Employee for Base 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 employment relationship with the Company for any or no reason, upon sixty (60) days written notice to the Chairman (“Resignation Notice Period”). 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 the remaining part of the Resignation Notice Period. From and after the date specified by the Chairman, the Company shall have no obligation to Employee for Base Compensation, 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 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 such periodic paymentsa cash payment from the Company or its successor-in-interest equal to two times the sum of (a) Employee’s Base Compensation in effect at the time of the Subsequent Termination or Resignation for Good Reason plus (b) Employee’s Average Bonus. Executive 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 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 separation 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 also not release Employee from Employee’s post-employment obligations and restrictions as set forth in this Agreement. (e) Employee shall not be entitled to payments any payment or benefit under any Company plan, practice or policy, if any, in effect at or after the time of the termination of the Term of Employment and the termination of Employee’s employment relationship with the Company, other than those provided for periods or partial periods that occurred prior by this Agreement. (f) Reimbursement of appropriately documented expenses incurred by Employee before the termination of employment in accordance with this Paragraph 10, to the date extent that Employee would have been entitled to such reimbursement but for termination of termination his/her employment and 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”. HoweverTerm of Employment, 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 paid by the Company to Employee. (g) The compensation and benefits provided to Employee pursuant to this Agreement shall be subject to all withholdings and deductions required by applicable law or by the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed thatCompany’s policy, 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 provide 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 hereunderpractice or applicable plan.

Termination Without Cause. Upon a termination of If the Company shall terminate Executive’s employment by Employer without “cause”for any reason other than for Cause, or pursuant to Paragraph 14 or Executive shall terminate his employment with the Company 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 receive, as severance and damages and in exchange for a payment general release in favor of the Company and other members of the Group and the promises made by Executive hereunder the following: (a) upon the date of termination of employment a sum equal to nine (9) months of his 12 months’ Base Salary at the 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 rate; (b) in periodic payments, continue upon the date of termination of employment an amount equal to provide the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such termination unpaid Pension Sum 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 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 Executive has not yet been paiddate 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 and assuming the target for such year is met) but in no event less than 84% of your then Base Salary. The Company shall procure that maximum discretions are exercised in favor of Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”under the Company’s options schemes or plans. However, it is understood and agreed that, upon receiving a lump sum payment For the purposes of any amounts which may become the bonus due under this paragraph (bsubparagraphs 10(f) and 10(g), no further amounts you shall be owed treated no less favorably than other executives of your status in respect of the level of bonus paid to you. For the Executive and avoidance of doubt insofar as the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any bonus provisions of this paragraph (b) and in Paragraph conflict with the event provisions of any applicable bonus scheme, the Executive obtains new employment during any period that the Employer is obligated to provide 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 hereunderterms of this Paragraph shall prevail.

Termination Without Cause. 12.5.1 The Board may terminate this Agreement without cause, upon forty-five (45)days written notice to the Superintendent. Upon exercising its option under this subsection, the Board shall pay to the Superintendent the salary and other benefits described below and shall advise the public and prospective employers that the Superintendent was terminated under a termination provision of Executive’s employment by Employer this contract that does not require cause. 12.5.2 Except as provided in Government Code Section 53260(b), if the Board terminates this Agreement without “cause”cause and the Superintendent resigns from all District employment, Executive the District shall be entitled to receive a payment pay the Superintendent the lesser of the salary the Superintendent would have received for the remainder of the unexpired term of this Agreement or monthly sums equal to nine the Superintendent’s current salary rate for a period of twelve (912) months following the effective date of his then current Base Salary (termination. 12.5.3 Except as defined belowprovided in Government Code Section 53260(b). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be the Executive’s annual salary most recently approved by if the Board of Directors of Employer or any committee thereof. Such amount shallterminates this Agreement without cause and the Superintendent resigns from all District employment, 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, District shall continue to provide the Executive Superintendent with the hospital, health, medical health and life insurance welfare benefits which coverage in the Executive is receiving at the time amount shown in Section 7 of such termination this Agreement for the period remainder of the unexpired term of this Agreement or for twelve (12) months, whichever is less. However, health and welfare benefits coverage shall be terminated when the Superintendent finds other employment of any kind which includes the provision of health and welfare benefits coverage, effective on the date that the Executive continues to receive such periodic payments. Executive shall also Superintendent would be entitled to payments for periods such benefit coverage. The Superintendent shall notify the District in writing immediately upon securing any other employment, including but not limited to employment as a direct hire and employment as a consultant or partial periods that occurred prior independent contractor through a contract to provide services. 12.5.4 If the Board terminates this Agreement without cause, and the Superintendent elects not to resign from District employment, but elects to return to a certificated position in the District in which she has permanence, the District shall provide to the Superintendent only monthly sums equal to the Superintendent’s current salary rate for a period of four (4) months following the effective date of the termination and for which of the Executive has not yet been paidAgreement. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. HoweverExcept as specifically provided herein, it is understood and agreed thatthe balance of the parties’ July 12, upon receiving a lump sum payment of any amounts which may become due under this paragraph (b)2018 employment agreement, no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of this paragraph (b) remains unchanged and in the event the Executive obtains new employment during any period that the Employer is obligated to provide 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 hereundereffect.

Termination Without Cause. Upon Del Monte may terminate this Agreement effective as of the second or any subsequent anniversary of the Effective Date by notifying EDS in writing of its intention to terminate this Agreement at least twelve months prior to the third or such subsequent anniversary of the Effective Date, as long as Del Monte is not then and does not become in default under any of the terms of this Agreement prior to the termination date specified; provided, however, that Del Monte pays to EDS the termination fee set forth in Schedule 10.4 (the "Termination Fee") on or before such specified termination date. The parties intend that the charges payable to EDS for such a termination will be limited to the Termination Fee and any amounts otherwise payable to EDS under this Agreement for Services performed through the specified termination date. The Termination Fee will be prorated in the event of Executive’s employment by Employer without “cause”, Executive shall be entitled to 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 termination noticed on any time shall be date other than the Executive’s annual salary most recently approved by the Board of Directors of Employer second or any committee thereof. Such amount shall, at the option subsequent anniversary of the ExecutiveEffective Date. Payment of the Termination Fee by Del Monte as provided in this Article is not intended as a fortfeiture or penalty, be paid in either: (i) periodic payments, over nine (9) months, in but instead is intended to compensate EDS for the same manner in which the Executive’s Base Salary was paid through the time damages it will suffer as a result of such termination; or (ii) in termination without cause by Del Monte. In agreeing to such termination fee, Del Monte acknowledges that the amount of EDS' actual damages by reason of Del Monte's termination will be substantial but would be extremely difficult to ascertain, and the amount provided for herein is a single lump payment within thirty (30) days reasonable estimate of such terminationdamages. In addition, Employer shall, solely Del Monte and EDS desire to have a limitation put on the liability of Del Monte to EDS in the event of termination without cause. Accordingly, the Executive determines to receive parties have examined and negotiated the concept of the termination fee set forth herein, with the amount due under this paragraph (b) in periodic paymentsthereof having been the subject of specific agreement between the parties. By their initials hereto, continue to provide EDS and Del Monte specifically acknowledge their acceptance and approval of the Executive with the hospital, health, medical and life insurance benefits which the Executive is receiving at the time of such foregoing termination for the period that the Executive continues to receive such periodic paymentsfee provision. Executive shall also be entitled to payments for periods or partial periods that occurred prior to the date of termination and 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 Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. 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 provide 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.ACKNOWLEDGMENT AS TO ACCEPTANCE OF THE IMMEDIATELY PRECEDING TERMINATION FEE PROVISION /s/ David L. Meyers /s/ Doug Hoover ----------------------- ---------------------- Del Monte EDS

Termination Without Cause. Employer may terminate Executive's employment under this Agreement at any time with or without any Cause shown. Upon any such termination without Cause, or upon a termination of Executive’s employment resignation by Employer without “cause”Executive with Good Reason as described in Section 4(e), Executive shall be entitled to receive the 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 a payment equal to nine one-twelfth (91/12) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time shall be 's Target Bonus for 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 fiscal year 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 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 date of termination and for which the Executive has not yet been paidoccurs. 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 no duty to mitigate damages 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 Change 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 Control shall be owed to 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 if Executive had continued as 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 of termination, Employer shall have no further obligation to bear the full cost thereof, and thereafter Executive shall bear such cost at Employer's COBRA rate. With the approval of Executive, which approval shall not be unreasonably withheld, Employer may provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions foregoing coverage through the acquisition of this paragraph (b) and in the event the Executive obtains new employment during any period insurance or other means provided that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner are substantially similar to the benefits provided under Employer's health benefit plans as in effect from time to time. (v) If a Change in Control occurs within six (6) months following the date of termination, Executive shall receive the $1,000,000 Special Retention Bonus on the closing Date of such 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 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 4(c) 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 Executive also shall be entitled to receive all salary, bonus, benefits and expense reimbursement which have accrued as of the Termination Date. The payments provided by Employer hereunderin this Section 4(c) are conditioned upon and subject to the Executive complying with the restrictive covenants provided in Sections 6 and 7 hereof and upon the Executive executing a general release and waiver (in a form substantially similar to the form attached hereto as Exhibit A). Except as provided in Section 4(f), if applicable, Employer may permanently terminate the duplicative benefits it is obligated to provide hereundershall have no additional obligations under this Agreement.

Termination Without Cause. Upon a termination The Company will have the ------------------------- right to terminate the Executive's employment without cause at any time during the term of Executive’s employment by Employer without “cause”, this Agreement on thirty (30) calendar days' notice. In such event the Company will pay to the Executive shall be entitled to receive a payment equal to nine one (91) months of his then current year's 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"severance payment") periodic payments, over nine (9) monthsplus, in accordance with Company policy, any earned, unpaid salary, granted but unpaid bonus, earned unused vacation accrued from the same manner calendar year(s) prior to the calendar year in which the Executive’s Base Salary was 's employment is terminated ("earned unused vacation") and current earned unused vacation for the calendar year in which the 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 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 (other than earned unpaid salary, earned unused vacation and current earned unused vacation, which will be paid through the time of such termination; or (ii) in a single lump payment within thirty (30sum) 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 which the Executive is receiving may be made at the time of such termination for Company's option in a single lump sum or in equal installments payable over up to a twelve month period ("installment period"). Payments made during the installment period that will be made from 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 date of termination and for which the Executive has not yet been paidactive payroll. 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 Executive and the Employer shall Company will have no further obligation to provide any further benefits to the Executive. 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 under this Agreement and the Employer is obligated Executive accepts the Company's agreement and obligation to provide hospital, health, medical and life insurance benefits hereunder and make such new employment provides for hospital, health, medical and life insurance benefits payments in a manner substantially similar to full satisfaction of all claims against the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunderCompany.