Common use of Termination Without Cause Clause in Contracts

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 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).

Termination Without Cause. At 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 the Company shall have the right to terminate the Term of Employment by written notice to be the Executive’s annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Upon any termination pursuant to this Section 5.4 (that is not a termination under any Such amount shall, at the option of Sections 5.1the Executive, 5.2, 5.3, 5.5 or 5.6), the Company shall be paid in either: (i) pay to periodic payments, over nine (9) months, in the Executive any unpaid same manner in which the Executive’s Base Salary was paid through the effective date time of termination specified in such notice, termination; or (ii) continue to pay the Executive's Base Salary for in a period single lump payment within thirty (the "Continuation Period"30) through the date on which the Term days of Employment would have ended pursuant to Section 2 hereof such termination. In addition, Employer shall, solely in the absence of an earlier termination pursuant event the Executive determines to receive the amount due under this Section 5 but paragraph (b) in no event for more than six (6) months from notice of termination hereunderperiodic payments, (iii) continue to provide the Executive with the hospital, health, medical and life insurance benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide which the Executive with any Benefits required hereunder by reason is receiving at the time of the such termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive continues to receive such periodic payments. Executive shall continue also be entitled to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than payments for (x) reimbursement for reasonable business expenses incurred periods or partial periods that occurred prior to the date of terminationtermination 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, subjectit is understood and agreed that, howeverupon 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 Section 4.1this 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 (y) payment of compensation life insurance benefits hereunder and such new employment provides for unused vacation days that have accumulated during hospital, health, medical and life insurance benefits in a manner substantially similar to the calendar year in which such termination occurs)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 In the event Executive’s employment with the Company shall have is terminated by the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (i) pay subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary Company’s normal payroll practices. Any unpaid AICP bonus for a period (year preceding the "Continuation Period") through calendar year of Executive’s Date of Termination shall be paid when the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 AICP bonus for other participants is paid but in no event for more later than six (6) months from notice March 15th of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through calendar year following the end of the Continuation Period in calendar year of the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executiveapplicable AICP bonus. 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 5.4addition, then the Company shall pay Executive his award under any AICP for the Executive cash equal to calendar year of his Date of Termination (a) calculated on the value basis of the Benefit Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that otherwise would have accrued for may be applicable to result in a maximum bonus), (b) paid on the Executive's benefit under basis of a deemed 12-month calendar year participation in the plan, for and (c) payable at the period during which such Benefits could not be provided under same time other participants in the plans. The Company's good faith determination plan receive payment but no later than March 15th of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through calendar year following the end of the Continuation Period 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 same manner Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the same extent as if his employment hereunder terminated on the last day terms and conditions of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior applicable plan documents and arrangements, as amended from time to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)time.

Termination Without Cause. At 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 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 right to terminate timely payment of the Term of Employment by written notice 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 (“Severance Pay”); (ii) any earned but unpaid bonus related to the Company’s performance for any period preceding the current fiscal quarter; (iii) a prorated portion of Executive’s bonus for the 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). Upon Such Severance Pay, if any, shall be paid in twelve substantially equal monthly installments (without interest, with each installment equal to approximately 1/12th of the aggregate Severance Pay amount) beginning thirty days after Executive’s Separation Date. The Company’s obligation to provide such Severance Pay, bonus pay, and COBRA Benefit (or continue to provide such benefits, as the case may be) is subject to the condition precedent that Executive not breach any termination material term of 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 this Section 5.4 the Consolidated Omnibus Budget Reconciliation Act (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6“COBRA”), the Company shall either pay or reimburse Executive for one hundred percent (i100%) pay of Executive’s COBRA premiums to the Executive any unpaid Base Salary through the effective date of termination specified in continue for such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent or reasonably equivalent medical coverage for Executive (and, if applicable, Executive’s eligible dependents) as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred in effect immediately prior to the date of termination, subject, however, Separation Date. Executive shall not be entitled to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)any additional 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 5.4 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's ’s Base Salary for a period of twelve (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (612) months from notice of termination hereunderhereunder (the “Continuation Period”), (iii) continue to provide the Executive with the benefits he/she was receiving under Sections Section 4.2 and 4.4 hereof (the "“Benefits"”) through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive and (iv) within thirty days of Executive’s termination, pay 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 ’s employment pursuant to this Section 5.45.2, then the Company shall pay the Executive make a cash payment, within thirty days of Executive’s termination, equal to the value of the Benefit Benefits that otherwise would have accrued for the Executive's ’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's ’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in vesting of the Executive's ’s Stock Options through the end of the Continuation Period in the same manner and Options, if any, shall be subject to the same extent as if his employment hereunder terminated on terms of any option agreement(s) to which the last day of Executive and the Continuation PeriodCompany are parties. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). For all purposes under this Agreement, the failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and (yconditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this Section 5.2.” 3. Section 5.5(d) payment of compensation for unused vacation days that have accumulated during the calendar year is amended to read in which such termination occurs).its entirety as follows:

Termination Without Cause. At any time the Company shall have the right to The Employer may terminate the Term of Employment by Executive’s employment for any reason upon thirty (30) days prior written notice to the Executive. Upon If the Executive’s employment is terminated by the Employer for any termination pursuant to reason other than the reasons set forth in subparagraphs a, b or c of this Section 5.4 (that is not a termination under any of Sections 5.15, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided subject to the Executive. In the event that the Company is unable to provide ’s compliance with Sections 8 and 9 of this Agreement, the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal will be entitled to the value of the Benefit following payments and benefits: i. any Base Salary that otherwise would have is accrued for the Executive's benefit under the planbut unpaid, 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 vacation that would have is accrued but unused (determined by dividing Base Salary by 365 and multiplying such amount by the number of unused vacation days), and any business expenses that are unreimbursed—all, as of the date of termination of employment; ii. any rights and benefits (if any) provided under any plan shall be binding plans and conclusive on programs of the Employer, determined in accordance with the applicable terms and provisions of such plans and programs; iii. continuation of the Executive. For this purpose, the Company may use ’s Base Salary as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred effect immediately prior to the date of termination, subject, however, his termination of employment for a period equal to the provisions lesser of two (2) years or the remainder of the term of this Agreement (such period shall hereinafter be referred to as the “Continuation Period”); provided, that these payments will be made in separate, equal payments no less frequently than monthly over the Continuation Period; and iv. the Employer shall continue to provide medical, dental, life insurance and other welfare benefits (the “Welfare Benefits”) to the Executive, his spouse and his eligible dependents for the Continuation Period on the same basis and at the same cost as such benefits were provided to the Executive 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 will provide such Welfare Benefits to the Executive with the same after tax effect. Notwithstanding the foregoing, the Welfare Benefits otherwise receivable by the Executive pursuant to this Section 4.1, and (y5(d)(iv) payment of compensation for unused vacation days that have accumulated during shall be reduced or eliminated to the calendar year in which such termination occurs)extent the Executive becomes eligible to receive comparable Welfare Benefits at substantially similar costs from another employer.

Termination Without Cause. At The Company may terminate Executive’s employment at any time without Cause (as defined below). If Executive’s employment by the Company shall have is terminated by the right Company without Cause, Executive will be entitled to: 5.1.1. payment of all 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 terminate one-twelfth of Executive’s base salary as of the Term date of Employment by written notice 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 “separation from service” (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. Upon any termination pursuant to this provided the Release under Section 5.4 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 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6as set forth in Section 6), the Company will reimburse Executive for the cost he incurs for continuation of Executive’s health insurance coverage under COBRA (and for his family members if Executive provided for their coverage during his or her employment) during the Severance Period and in accord with the NSP plan applicable to NSP employees currently in effect. Executive shall, within thirty (30) days after each monthly COBRA payment during the Severance Period for which he is entitled to reimbursement in accordance with the foregoing, submit appropriate evidence of such payment to the Company, and the Company shall reimburse Executive, within ten business days following receipt of such submission. During the period such health care coverage remains in effect hereunder, the following provisions shall govern the arrangement: (i) pay 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 the Executive any unpaid Base Salary through the effective date of termination specified in such notice, be provided hereunder; (ii) continue to pay no COBRA costs will be reimbursed after the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end close of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during calendar year following the calendar year in which those costs were incurred; and (iii) Executive’s right to the reimbursement of such termination occurscosts cannot be liquidated or exchanged for any other benefit. 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 will be responsible for the payment of any additional income tax liability resulting from such coverage.

Termination Without Cause. At any time Except as provided in Section 6.3, if Executive’s employment is terminated by 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 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for Permanent Disability, death or Cause), Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated under this Section 6.1, Executive shall also be entitled to receive: (xa) reimbursement for reasonable business expenses incurred an amount in lieu of any other cash compensation beyond that 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 the denominator of which is 365, payable at the same time as bonuses are paid to other executives; (ii) two times Executive’s annual Base Salary; plus one times Executive’s Target Bonus; payable in a lump sum within 30 days following such termination of employment; provided that if such termination occurs within 90 days prior to calendar year end, amount shall be payable on January 1 of the year following the date of Executive’s termination; and (b) continued coverage for a 24-month period under any employee medical, subjecthealth 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 owed by Executive to the Company. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of Section 4.1, this Agreement and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)amounts shall not be reduced whether or not Executive obtains other employment.

Termination Without Cause. At (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months after a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without cause at any time upon providing you with the Company shall have the right to terminate the Term notice or pay in lieu of Employment by written notice to which you are entitled under the ExecutiveStatutory Notice. Upon any termination pursuant to this Section 5.4 (that is not In exchange for and conditional upon you signing and returning a termination under any full and final Release of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)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) pay subject to the Executive any unpaid Base Salary through applicable insurer’s terms of coverage, the effective date Company will arrange for you to continue to receive group benefits insurance coverage up to the earlier of termination specified in such notice(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 pay the Executive's Base Salary vest for a period of three (the "Continuation Period"3) through months after the date on which your employment terminates and all vested stock options and other deferred compensation will be exercisable until the Term earlier of Employment would have ended pursuant to Section 2 hereof in the absence original expiry date of an earlier termination pursuant to this Section 5 but in no event for more than the stock options and deferred compensation and the date that is six (6) months from after the date your employment terminates. Any payment in lieu of notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executiveyou 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. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could You will not be provided entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior Agreement up to the date of termination, subject, however, to the provisions termination of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)your 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 5.4 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period of twelve (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (612) months from notice of termination hereunderhereunder (the “Continuation Period”), (iii) continue to provide the Executive with the benefits he/she was receiving under Sections Section 4.2 and 4.4 hereof (the "“Benefits"”) through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in vesting of the Executive's Stock Options through the end of the Continuation Period in the same manner and Options, if any, shall be subject to the same extent as if his employment hereunder terminated on terms of any option agreement(s) to which the last day of Executive and the Continuation PeriodCompany are parties. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during days). For all purposes under this Agreement, the calendar year in which such termination occurs)failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this Section 5.2.

Termination Without Cause. At Upon a termination of Executive's employment by Employer without "cause," Executive shall be entitled to receive a payment equal to twelve (12) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive's "Base Salary" at any time 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 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay be the Executive's Base Salary for annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such payment shall be made to Executive in a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant single lump sum payment to be made in accordance with Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder17 hereof. In addition, (iii) Employer shall continue to provide the Executive with the hospital, health, medical and life insurance benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide which the Executive with any Benefits required hereunder by reason is receiving at the time of the such termination for a period of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which twelve (12) months after such Benefits could not be provided under the planstermination. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue also be entitled to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than payments for (x) reimbursement for reasonable business expenses incurred periods or partial periods that occurred prior to the date of terminationtermination 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, subjectit is understood and agreed that, howeverupon 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 Section 4.1this 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 (y) payment of compensation life insurance benefits hereunder and such new employment provides for unused vacation days that have accumulated during hospital, health, medical and life insurance benefits in a manner substantially similar to the calendar year in which such termination occurs)benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. At 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 Company 90-day notice period. During the 90-day notice period, Employer shall have continue paying Employee's salary, and at the right to terminate the Term sole discretion of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1WG, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) Employee may continue to pay perform the Executive's Base Salary for a period (duties of the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through Position or he may cease performing such duties. At the end of the Continuation Period in the manner and at such times as 90-day notice period, Employer shall pay a portion of the Incentive Compensation or Benefits otherwise to which Employee would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued entitled for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occursis 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 the expiration of such one-year period, Employee shall be entitled to elect continuation health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). Employer shall have no further obligation to pay any other compensation or provide any benefits other than those to which Employee may be entitled pursuant to WG's plans and 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 one-year period after Termination without Cause and during the COBRA period, shall be at least at the same level as required under clause (iii) of Section 6 hereof.

Termination Without Cause. At The Board may, for any reason, without cause or a hearing, terminate this Agreement at any time the Company shall have the right to terminate the Term of Employment by upon prior written notice to the ExecutiveAssistant Superintendent. Upon 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 mutual agreement. In consideration for exercise of this right, the District shall pay to Assistant Superintendent for the remainder of the unexpired term of this Agreement, or twelve (12) months, whichever is less, a sum equal to the difference between Assistant Superintendent’s monthly base salary at the salary rate in effect during the Assistant Superintendent’s last month of service and the amount which Assistant Superintendent earns from any termination other employment- related source (whether as employee, independent contractor, consultant or self-employed). For purposes of this Agreement, the term “salary” shall include only the Assistant Superintendent’s regular monthly base salary and shall not include the value of any other stipends, reimbursements or benefits received under this Agreement. Payments made pursuant to this Section 5.4 (that is not early termination provision shall be made on a monthly basis. All payments made pursuant to this early termination under any provision shall be subject to all of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)District’s regular payroll deductions and shall be treated as salary payments. As a condition of payment, the Company Assistant Superintendent shall (i) pay be obligated to seek other employment. Assistant Superintendent shall provide a monthly written statement to the Executive any unpaid Base Salary through Board President of efforts to secure such employment. If the Assistant Superintendent obtains other employment during this period, the Assistant Superintendent shall immediately notify the Board President in writing and submit evidence of all employment earnings each month. From the date that Assistant Superintendent obtains other employment forward, the District's monthly payments to the Assistant Superintendent shall be offset by an amount equal to the Assistant Superintendent's income from other employment sources during this period, whether such employment be as consultant, independent contractor or employee. If the Assistant Superintendent is terminated without cause and elects to retire instead of fulfilling her obligation to seek other employment, the parties agree that, effective upon the date of the Assistant Superintendent’s retirement with CalSTRS or CalPERS, the District’s obligations to make the payments described in this paragraph shall end. If Assistant Superintendent elects to retire, then Assistant Superintendent shall inform the Board, in writing, of Assistant Superintendent’s intent to retire, the Assistant Superintendent shall file the required retirement documents with CalSTRS or CalPERS and, in a timely manner, provide copies of such documents to the Board President. Subject to the District’s insurance carriers’ rules, requirements and restrictions, the Assistant Superintendent shall also be entitled to the same District contribution toward health benefits as the Assistant Superintendent was receiving at the time of her termination, for the 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 specified in such noticeshall 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, (ii) continue to pay the Executive's Base Salary for a period (parties agree that the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination damage payments made pursuant to this Section 5 but in no event for more than six (6) months from notice of early termination hereunderclause, (iii) continue along with the District’s agreement to provide paid health benefits, constitutes reasonable liquidated damages for the Executive with Assistant Superintendent, fully compensates the benefits he/she was receiving 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 District’s completion of its obligations under Sections 4.2 and 4.4 hereof (this provision constitutes the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided Assistant Superintendent’s sole remedy to the Executivefullest extent provided by law. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. 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 purposeFinally, the Company may use parties agree that this provision meets the requirements governing maximum cash settlements as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Furtherset forth in Government Code sections 53260, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)et seq.

Termination Without Cause. At The Executive’s employment may be terminated without “Cause” as follows: (i) By mutual written agreement of the Trust and Executive, in which case the Executive will be paid only for the time period in which he works, and will not be entitled to any time the Company shall have the right to terminate the Term of Employment by 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. Upon any termination pursuant to this Section 5.4 ’s employment relationship with the Trust (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6its Successor), but will pay Executive through the Company 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 severance benefits equal to one hundred fifty percent (i150%) pay of Executive’s then-current annual base salary. Any unvested share options or restricted shares granted to the Executive under any unpaid Base Salary through share plan will vest and become immediately exercisable; provided, however, that any provisions of separate agreements between the effective date Trust and Executive governing the vesting or forfeiture of termination specified share grants or options that are more favorable to the Executive shall control over the provisions of this Agreement. c. If Executive terminates his employment for “Good Reason,” Executive shall be entitled to severance benefits equal to one hundred fifty percent (150%) of Executive’s then-current annual base salary. Any unvested share options or restricted shares granted to the Executive under any share plan will vest and become immediately exercisable; provided, however, that any provisions of separate agreements between the Trust and Executive governing the vesting or forfeiture of share grants or options that are more favorable to the Executive shall control over the provisions of this Agreement. “Good Reason” is defined as (a) a change in such noticethe Executive’s status, position or responsibilities that does not represent a promotion, (iib) continue to pay a reduction in the Executive's Base Salary for ’s base salary or bonus, (c) a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant required relocation to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for a location more than six thirty miles away from the Trust’s principal executive offices, or (6d) months from notice the failure of termination hereunder, (iii) the Trust to continue to provide benefits (including severance) to the Executive with as set forth in the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (Executive Compensation Plan or, if no Executive Compensation Plan then exists, the "Benefits") through last written Executive Compensation Plan approved by the end Company’s Board of Trustees or the Compensation Committee of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason Company’s Board of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)Trustees.

Termination Without Cause. At The District may, for any time reason, without cause or a hearing, terminate this Agreement at any time. In consideration for the Company shall have the right to terminate the Term exercise of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)right, the Company District shall (i) pay to President for the Executive any unpaid Base Salary through the effective date remainder of termination specified in such noticethis Agreement or eighteen (18) months, (ii) continue to pay the Executive's Base Salary for whichever is less, a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash sum equal to the value difference between the President's salary rate in effect during the President's last month of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of service and the amount that would have been contributed the President earns from any other employment related source (whether as employee, 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 health and welfare benefits at the District's expense for an amount of time commensurate with the amount of time to which the President is entitled to the preceding payments or until the President finds other employment that provides health and welfare benefits, whichever occurs first. For purposes of this Agreement, the term "salary" shall include only the President's regular monthly base salary and shall not include the value of any Benefits that would have accrued other allowances, stipends, reimbursements or benefits received under any plan 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 binding considered as final settlement pay and conclusive on shall not count for any retirement purposes; accordingly, no deductions shall be made for retirement purposes. The parties agree that any damages to the ExecutivePresident that may result from the District's early termination of this Agreement cannot be readily ascertained. For this purposeAccordingly, the Company may use as parties agree that the value 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 any Benefit nature whatsoever, whether in law or equity, and do not result in a penalty: The parties agree that the cost District's completion of its obligations under this provision constitutes the President's sole remedy to the Company fullest extent provided by law. Finally, the parties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code sections 53260, et seq. Notwithstanding any other provision of providing that Benefit this Agreement to the Executive. Furthercontrary, if the Executive District believes, and subsequently confirms through an independent audit, that the President has engaged in fraud, misappropriation of funds, or other illegal fiscal practices, then the District may terminate the President and the President shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and not be entitled to the same extent cash, salary payments, health benefits or other non-cash settlement as if his employment hereunder terminated on set forth above. This provision is intended to implement the last day requirements of the Continuation Period. The Company shall have no further liability hereunder Government Code section 53260, subdivision (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occursb).

Termination Without Cause. At any time During 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 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)Term, the Company shall (i) pay to may terminate the Executive Employee's employment under this Agreement at any unpaid Base Salary through time for any reason other than Cause upon written notice specifying the effective date of termination specified in such notice, (ii) continue and the Employee shall be entitled to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to payments provided under this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive7(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 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 5.4Employee was terminated without cause), then the Company Employee shall pay receive severance payments as follows: (i) the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive Employee shall continue to vest in receive his base salary on a monthly basis for the Executive's Stock Options through the end remainder of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such 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 employment 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, 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 the total severance pay provided for under this Section 7(b) in a single payment on the date of such Employee's termination, or if a Change in Control occurs after the date of such Employee's termination, the Employee shall be entitled to receive the total severance pay remaining to be paid pursuant to this Section 7(b) in a single payment on the date when a Change in Control occurs. In the event the independent accountants acting as auditors for the Company on the date of a Change in Control (or another accounting firm designated by them) determine that such single payment, together with other compensation received by the Employee that is a contingent on a Change in Control, would constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended and regulations thereunder, the single payment to the Employee shall be reduced to the maximum amount which may be paid without such payments being "excess parachute payments".

Termination Without Cause. At i. CTI may in its sole discretion terminate this agreement at any time without cause. If CTI does so, after Executive executes a legal release in the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant form attached to this Section 5.4 (agreement, as that is not legal release may be modified or amended from time to time to ensure a termination under final, complete and enforceable release of all claims that Executive has or may have against CTI relating to or arising in any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months way from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4with CTI, then the Company and provided that Executive does not thereafter revoke that legal release as permitted by its terms, CTI shall pay the Executive cash severance compensation equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination greater of the amount that would have been contributed 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, above, in a lump-sum, less legally required withholdings, no later than thirty days after the termination date. In addition, CTI shall pay Executive up to $25,000 in outplacement services provided to Executive by a third-party outplacement consultant or consulting service. Executive shall reasonably select the value outplacement provider and contract for outplacement services, and shall forward invoices for outplacement services to CTI, which shall promptly pay the invoiced amount directly to the outplacement provider. ii. If CTI terminates this agreement at any time without cause under this subparagraph, pays Executive all salary and vacation compensation earned and unpaid as of the termination date, and 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 Benefits claim that would Executive has or may at any time have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value for compensation or payments of any Benefit the cost kind from CTI arising from or relating in whole or part to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)with CTI and/or this agreement.

Termination Without Cause. At any time the Company shall have the right to terminate the Term of Employment by written notice Notwithstanding anything to the Executive. Upon any termination pursuant to contrary in this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)Agreement, the Company shall may, at any time, terminate Employee’s employment without Cause (ias defined above) pay to the Executive any unpaid Base Salary through 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 specified in such noticeof employment without Cause, Employee shall be entitled to receive (i) Earned Pay, (ii) continue severance benefits, which shall consist of an after-tax, lump sum payment equal to pay the Executive's Base Salary Company’s share of Employee’s medical coverage under the Company’s group health plan, measured as if Employee properly and timely elected continuation coverage as prescribed by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for a period the Severance Period (defined in Section 5.2 below) (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder“COBRA Cash Stipend”), (iii) continue severance pay, which shall be equal to provide Employee’s Salary for the Executive Severance Period (as defined in Section 5.2), payable in regular installments in accordance with the benefits he/she was receiving under Sections 4.2 Company’s standard payroll practices (“Severance Pay”), and 4.4 hereof (iv) pro-rata bonus (cash or equivalent). The Company shall commence payment of Severance Pay and shall pay the "Benefits"COBRA Cash Stipend and bonuses within sixty (60) through days of Employee’s termination of employment; provided, that Employee has executed, delivered, and not revoked the end Waiver and General Release described in Section 5.3 of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executivethis Agreement. In the event that the Company is unable to provide sixty (60) day time period spans two (2) calendar years, payment will begin or be made, as applicable, in the Executive with any Benefits required hereunder by reason second calendar year. The first payment of the Severance Pay shall include any installments to which Employee would have been entitled had payments commenced upon the date of Employee’s termination of employment. The Earned Pay shall be paid in accordance with the Executive's employment pursuant Company’s applicable policies and applicable law. Any vested benefits to this 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, at all times, the conditions described in Section 5.3, Section 5.4, then 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 shall pay in writing no later than five (5) business days from the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which date Employee has commenced such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the ExecutiveRestricted Activity (“Commencement Date”). Further, upon determination by a court of competent jurisdiction that Employee has violated the Executive restrictive covenants set forth in Article IV, Employee shall continue repay all Severance Pay paid to vest in Employee following the Executive's Stock Options through cessation of Employee’s employment with the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)Company.

Termination Without Cause. At any time the Company shall have the right to terminate this Agreement and the Term of Employment Executive’s employment hereunder without Cause by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (; provided, however, that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (ia) pay to the Executive any unpaid Base Salary accrued through the effective date of termination specified in such noticenotice within ten days after such termination, and (iib) continue subject to the execution by the Executive of a release agreement containing standard terms in a form reasonably satisfactory to the Company, pay to the Executive's , in monthly installments consistent with the Company’s normal payroll schedule during the six-month period following termination, subject to applicable withholding and other taxes, an amount equal to six months of the Executive’s then Base Salary Salary, plus an amount equal to the COBRA premiums necessary to permit the Executive to continue group insurance coverage under the Company’s plans for a period (the "Continuation Period") through the date on which the Term of Employment would six months. The Company shall be deemed to have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to terminated 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 ’s employment pursuant to this Section 5.4, then 3.4 if such employment is terminated by the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Periodwithout Cause. The Company also shall have no further liability hereunder (other than for (x) reimbursement for reimburse the Executive’s reasonable business expenses incurred prior to the date of terminationtermination pursuant to this Section 3.4. Payments under subparagraph (b) above shall be treated as a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii), subjectare subject to required tax and other withholdings, however, and shall be 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 provisions Executive under subparagraph (b) above shall be forfeited if the Executive 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 payments due to the Executive under subparagraph (b) above are not “deferred compensation” for purposes of Section 4.1409A, then such payments shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). 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 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. (yii) To the extent any payments due to the Executive under subparagraph (b) above are “deferred compensation” for purposes of Section 409A, then such payments shall commence upon the 60th day following the termination date. The first such cash payment shall include payment of compensation for unused vacation days all amounts that otherwise would have accumulated during been due prior thereto under the calendar year 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 which any event expire at the time such payments would have expired had such payments commenced immediately following the termination occurs)date.

Termination Without Cause. At any time the The Company shall have the right to may terminate the Term of Employment by written notice to the Executive. Upon ’s employment for any termination pursuant to this Section 5.4 (reason, or no reason at all, at any time; provided, that is not upon a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)Termination Without Cause, the Company shall (i) pay to provide the Executive any unpaid Base Salary through the effective date of termination specified compensation and benefits set forth in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive8. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. 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. Furthera Termination Without Cause, the Executive shall continue to vest in be subject to the Confidentiality Agreement and the Non-Compete Agreement. Upon the Executive's Stock Options ’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 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 Base Salary through the end of the Continuation Period in then existing Term; and (iii) reimbursement of business expenses to which the same manner and Executive is entitled pursuant to the same extent Section 5 as if his employment hereunder terminated on the last day of the Continuation PeriodTermination 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 have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior also pay the Executive any amounts due to the date of termination, subject, however, Executive pursuant to the provisions terms of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year any Benefit Plans in which the Executive was a participant, in accordance with the terms of such termination occurs)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 any vested benefits under the Restricted Stock Award Agreement as of the Termination Date in accordance with the terms thereof.

Termination Without Cause. At The Company may terminate this Agreement at any time the Company shall have the right to terminate the Term of Employment for any reason, by delivering a written notice to Executive, effective thirty (30) days after Executive receives such notice in accordance with the terms hereof. In such an event, Executive. Upon ’s sole remedy shall be: (1) to collect all unpaid Base Salary, accrued annual bonus or incentive compensation (including any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1unpaid, 5.2, 5.3, 5.5 accrued annual bonus or 5.6incentive compensation from the immediately preceding year), the Company shall (i) pay to the Executive any unpaid Base Salary accrued PTO, and all unreimbursed expenses payable for all periods through the effective date of termination (the foregoing amounts shall be paid on the date of termination of Executive’s employment); plus (2) Executive shall receive, in addition to the amounts specified above, the severance payments outlined below (the “Severance Payments”). Executive shall not be required to mitigate the amount of any Severance Payments received by seeking other employment 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 (as in such noticeeffect at the time of 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: (iia) should the termination occur during the Initial Capital Raise Period, Executive shall continue to pay the Executive's receive his then-current Base Salary for a period of three (3) months; (b) should the "Continuation termination occur during the one-year period immediately following the final day of the Initial Capital Raise Period") through the date on which the Term , Executive shall continue to receive his then-current Base Salary for a period of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice 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 termination hereunderthe Initial Capital Raise Period, (iii) Executive shall continue to provide 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 with the benefits he/she was receiving under Sections 4.2 for premiums for COBRA coverage for Executive (and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executiveextent he has family coverage, his family), provided that Executive elects such coverage, during the applicable period when Executive is receiving Severance Payments. In Should Executive obtain other employment during such period of COBRA coverage, and Executive is provided the event that the Company is unable opportunity to provide the Executive with any Benefits required hereunder obtain comparable health insurance benefits to those benefits provided by reason of the termination of the Executive's employment pursuant to this Section 5.4SG, then the Company shall pay the no longer reimburse Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, premiums for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the COBRA coverage for Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner (and to the same extent as if he has family coverage, his employment hereunder terminated on family), from the last day of the Continuation Perioddate Executive may obtain such health insurance benefits, whether or not Executive elects such coverage. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior be entitled to discontinue the date Severance Payments in the event that Executive violates any of termination, subject, however, to the provisions of Section 4.1Sections 4.9, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)4.10 or 4.11.

Termination Without Cause. At any time the Company shall have the right to terminate the Term of Employment may, in its sole discretion, by written notice to Executive terminate Executive’s employment under this Agreement immediately without Cause at any time (other than following a Change of Control, in which case a termination without Cause is governed by Section 8 of this Agreement). In the Executiveevent of such termination, Executive shall continue to be paid the Base Salary that Executive is entitled to receive as of the date Executive is Terminated without Cause through the expiration of the then current Term. Upon any termination pursuant to Nothing in this Section 5.4 shall affect Executive’s rights to receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the date of 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 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6“COBRA”), the Company Employer shall (i) pay to reimburse the Executive any unpaid Base Salary through monthly for the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary monthly COBRA premium paid by Executive for himself and his dependents for a period of eighteen (18) months after the Termination Date (the "Continuation Period"“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) through month period. Provided, however, that Employer’s obligations under this provision for COBRA/health coverage shall terminate on the date on which the Term of Employment would have ended pursuant to Section 2 hereof Executive enrolls in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event a group health plan offered by another employer that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)provides substantially similar coverage.

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 Except as provided in Section 5.4 (that is not a termination under any of Sections 5.16.3, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the if Executive's employment pursuant to this Section 5.4, then is terminated by the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for Permanent Disability, death or Cause), Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated under this Section 6.1, Executive shall also be entitled to receive: (xa) reimbursement for reasonable business expenses incurred an amount in lieu of any other cash compensation beyond that 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 the denominator of which is 365, payable at the same time as bonuses are paid to other executives; (ii) two times Executive's annual Base Salary; plus one times Executive's Target Bonus; payable in a lump sum within 30 days following such termination of employment; provided that if such termination occurs within 90 days prior to calendar year end, amount shall be payable on January 1 of the year following the date of Executive’s termination; and (b) continued coverage for a 24-month period under any employee medical, subjecthealth 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 owed by Executive to the Company. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of Section 4.1, this Agreement and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)amounts shall not be reduced whether or not Executive obtains other employment.

Termination Without Cause. At The Company may terminate your employment without cause at any time with or without advance notice. If your employment is terminated by the Company shall have the right to terminate the Term without cause, and you sign a general release of Employment by written notice known and unknown claims in a form satisfactory to the Executive. Upon Company within the applicable review period which thereupon is (or, if any termination pursuant to this Section 5.4 (that revocation period is not a termination required by law, following expiration of such period becomes) valid and irrevocable within 60 days of your termination, and you fully comply with your obligations under any of Sections 5.1Paragraphs 7, 5.28, 5.3and 10, 5.5 or 5.6), you will receive the Company shall following severance benefits: (i) pay payments at your final base salary rate for a period of twelve (12) months following your termination; such payments will be subject to applicable withholding and made in accordance with the Executive Company’s normal payroll practices; provided, however, that any unpaid Base Salary through such payments that would have been paid in accordance with the effective date of termination specified Company’s normal payroll practices before your release becomes valid and irrevocable will accumulate and be paid only if and when both (x) your release becomes valid and irrevocable and (y) such validity and irrevocability in such notice, no event occurs more than 60 days after your termination; (ii) payment of the premiums necessary to continue your group health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) provided you have timely elected COBRA coverage until the earlier of (x) twelve (12) months following your termination date; or (y) the date you first became eligible to participate in another employer’s group health insurance plan; or (z) the date on which you are no longer eligible for COBRA coverage; (iii) the Company will pay you the Executive's Base Salary for a prorated portion of any incentive bonus that you would have earned, if any, during the incentive bonus period in which your employment terminates (the "Continuation Period"pro-ration shall be equal to the percentage of that bonus period that you are actually employed by the Company), and such prorated bonus will be paid to you at the time that such incentive bonuses are paid to other Company employees, or at any earlier time required by applicable law; (iv) through with respect to any stock options or other equity-related awards granted to you by the Company, you will cease vesting upon your termination date; however, you will be entitled to purchase any vested shares of stock that are subject to those options until the earlier of (x) twelve (12) months following your termination date, or (y) the date on which the Term of Employment would have ended pursuant to Section 2 hereof applicable option(s) expire(s); except as set forth in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereundersubparagraph, (iii) your Company stock options and other equity-related awards will continue to provide be subject to and governed by the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof Company’s Stock Equity Plan (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided amended from time to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. 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 purposetime, the Company may use as “Plan”) and the value of any Benefit applicable agreements between you and the cost to Company; and (v) reasonable outplacement assistance selected and paid for by the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)Company.

Termination Without Cause. At any time The Board may terminate Executive’s employment without Cause. Such termination shall be communicated by the Company delivery of a notice of termination to Executive in accordance with Section 5.1 and shall have be effective as the right to terminate date of delivery of the Term notice of Employment by written termination, unless otherwise stated in the notice to the of termination. If Executive. Upon any termination pursuant to this Section 5.4 (that ’s employment is not a termination under any of Sections 5.1terminated without Cause, 5.2, 5.3, 5.5 or 5.6), the Company shall then (i) pay to other than obligations under this subsection, the Executive any unpaid Base Salary through the effective date of termination specified in such noticeCompany’s obligations under this Agreement shall immediately cease, and (ii) continue Executive shall be entitled to pay receive payment of the aggregate amount of the following as of the date of termination: (A) Executive's ’s Base Salary for a period then in effect which has been earned but unpaid; (the "Continuation Period"B) through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 earned but in no event for more than six unpaid bonus, and accrued, unused paid vacation; (6C) months from notice of termination hereunder, (iii) continue to provide the Executive with the vested benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. 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 employee benefit plan shall be binding then in effect and conclusive on the applicable to Executive. For ; (D) any benefits to which Executive is entitled under law; and (E) any expenses which are reimbursable under this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner Agreement and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination. In addition, subjectExecutive shall be entitled to receive severance benefits equivalent to twelve (12) months Base Salary then in effect, howeverless applicable statutory deductions and withholdings and the Company shall continue to provide health benefits to Executive during such twelve (12) month period (“Severance Benefits”), provided that the Company’s obligation to the provisions of Section 4.1pay, and (y) payment Executive’s right to receive, Severance Benefits shall be conditioned upon Executive’s execution of compensation for unused vacation days that have accumulated during a general release of and covenant not to s▇▇ the calendar year Company and related parties, and reaffirmation of Executive’s agreements not to disclose, use, or make available the Company’s trade secrets and confidential information, and shall cease in which such termination occurs)the event of Executive’s breach of his obligations under this Agreement and/or the EPPI.

Termination Without Cause. At any time the Company shall have the right to The Employer may terminate the Term of Employment by Executive’s employment for any reason upon thirty (30) days’ prior written notice to the Executive. Upon If the Executive’s employment is terminated by the Employer for any termination pursuant to reason other than the reasons set forth in subparagraphs a, b or c of this Section 5.4 (that is not a termination under any of Sections 5.15, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided subject to the Executive. In the event that the Company is unable to provide ’s compliance with Sections 8 and 9 of this Agreement, the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal will be entitled to the value of the Benefit following payments and benefits: i. any Base Salary that otherwise would have is accrued for the Executive's benefit under the planbut unpaid, 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 vacation that would have is accrued but unused (determined by dividing Base Salary by 365 and multiplying such amount by the number of unused vacation days), and any business expenses that are unreimbursed—all, as of the date of termination of employment; ii. any rights and benefits (if any) provided under any plan shall be binding plans and conclusive on programs of the Employer, determined in accordance with the applicable terms and provisions of such plans and programs; iii. continuation of the Executive. For this purpose, the Company may use ’s Base Salary as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred effect immediately prior to the date of terminationhis termination of employment for a period of three (3) years; provided, subjectthat these payments will be made in separate, howeverequal payments no less frequently than monthly over such period; and iv. the Employer shall continue to provide medical, dental, life insurance and other welfare benefits (the “Welfare Benefits”) to the provisions Executive, his spouse and his eligible dependents for a period of three (3) years following the date of termination of the Executive’s employment on the same basis and at the same cost as such benefits were provided to the Executive 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 will provide such Welfare Benefits to the Executive with the same after tax effect. Notwithstanding the foregoing, the Welfare Benefits otherwise receivable by the Executive pursuant to this Section 4.1, and (y5(d)(iv) payment of compensation for unused vacation days that have accumulated during shall be reduced or eliminated to the calendar year in which such termination occurs)extent the Executive becomes eligible to receive comparable Welfare Benefits at substantially similar costs from another employer.

Termination Without Cause. At any time the Company shall have the right to terminate the Term of Employment this Agreement and Employee’s employment hereunder by written notice to the ExecutiveEmployee. Upon any termination without Cause pursuant to this Section 5.4 4.4, Company (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company a) shall (i) pay to the Executive Employee any unpaid Base amounts of his Total Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject(b) shall reimburse Employee for all expenses described in Section 3.1 of this Agreement incurred prior to the date of termination and (c) shall pay Employee an amount (“Severance Payments”) equal to his Total Salary for a period of twelve (12) months, paid ratably over such twelve (12) month period or in a lump sum, as determined by the 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 revoked it during any applicable statutory revocation period. Employee will forfeit the right to any Severance Payments under this Section 4.4 unless such release is signed and not subsequently revoked within ninety (90) days after it is provided to Employee by Company. Employee shall receive the Additional Benefits for so long as Severance Payments are being made to Employee (the “Severance Benefits”) Upon making the Severance Payments and providing the Severance Benefits, if any, required by this Section 4.4, Company shall have no further liability to Employee other than any 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 provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)terms thereof.

Termination Without Cause. At any time the Company If Employer shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination discharge Executive without Cause (other than pursuant to this a Change in Control as described in Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.66), then upon such Termination of Employment, this Agreement shall terminate immediately (except for such provisions of this Agreement that expressly survive termination hereof) and Executive shall be entitled to receive the Company Accrued Amounts. In addition, conditioned upon Executive’s execution and delivery to Employer of a release, in a form provided at the time of termination by Employer, within forty-five (45) days following such Termination of Employment, Executive shall be entitled to receive: (iA) pay a cash amount equal to one (1) times the sum of (1) the annual base salary rate of Executive any unpaid Base Salary through immediately prior to the effective date of termination specified such Termination of Employment, and (2) an amount equal to the Incentive Bonus paid to Executive in respect of the calendar year immediately preceding the year of the Termination of Employment, payable in a lump-sum payment within sixty (60) days of the effective date of such noticeTermination of Employment; and (B) provided Executive elects continuation of coverage under Employer’s group health plan pursuant to COBRA, (ii) continue to pay the Executive's Base Salary Employer shall reimburse Executive for his COBRA premiums for a period of twelve (12) months following the date of such Termination of Employment, or until Executive is otherwise eligible for health coverage under another employer group health plan. To the extent the benefits provided under this Section 5(a)(ii) are otherwise taxable to Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Continuation Period") through “Code”), and the date on which the Term of Employment would have ended pursuant to regulations and other guidance issued thereunder (“Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder409A”), (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination as separate monthly in-kind payments 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 purposethose benefits, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day those benefits are subject to and not otherwise excepted from Section 409A of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to Code, the date provision of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated in-kind benefits during the one calendar year shall not affect the in-kind benefits to be provided in which such termination occurs)any other calendar year.

Termination Without Cause. At any time or by the Company shall have the right Executive for Good Reason Prior to terminate the Term of Employment by Change in Control. Prior to a Change in Control and upon 30 days prior written notice to the Executive, the Company may terminate the Executive's employment hereunder without Cause. Upon any termination pursuant Prior to this Section 5.4 a Change in Control and upon 30 days prior written notice to the Company the Executive may terminate his employment hereunder with the Company for Good Reason. In either such event (that is not unless the Executive has incurred a termination under any of Sections 5.1, 5.2, 5.3, 5.5 Section 6.1 or 5.66.2 above), the Company Executive shall be entitled to, upon execution and effectiveness of a general release in substantially the form attached as exhibit "A" and upon resignation by the Executive from the Board: (a) (i) pay to the Executive any unpaid Base Salary through earned but unpaid as of the effective date of termination specified in such noticethe Executive's termination, (ii) continue to pay Base Salary continuation for twenty-four months, and (iii) payment of two times the Total Award under the AIMSPP for the year in which any termination occurs paid in 24 substantially equal payments over the Base Salary continuation period; (b) continuation of medical benefits in effect as of the date of termination for a period of two years following the date of termination at the Company's sole expense and following the expiration of this coverage period, COBRA continuation coverage under the Company's medical plan for 18 months in accordance with applicable law at the Executive's Base Salary for a period sole expense provided that the Executive is not enrolled in another group health plan; (the "Continuation Period"c) immediate payment of any unpaid expense reimbursements, deferred compensation and unused accrued vacation days through the date on of termination; and (d) any other payments and/or benefits which the Term Executive is entitled to receive under any of Employment would have ended pursuant to Section 2 hereof the Benefit Plans, the AIMSPP, the SERP or otherwise in accordance with the absence terms of an earlier termination pursuant to this Section 5 but in no such plan or agreement. In the event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive intends to terminate his employment with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (Company for Good Reason such prior written notice shall specify the "Benefits") through particular act or acts, or failure to act, which is or are the end basis for the Executive's decision to so terminate his employment for Good Reason. The Company shall be given 30 days after such notice to correct such act or failure to act. Upon failure of the Continuation Period in Company, with such 30 day period, to correct such act or failure to act, the manner and at such times as Executive may proceed to terminate his employment with the Incentive Compensation or Benefits otherwise would have been payable or provided to the ExecutiveCompany. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of a Change in Control occurs within six months following the Executive's termination of employment pursuant to under this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. 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. Further6.3, the Executive shall continue be entitled to vest in receive the Executive's Stock Options through the end of the Continuation Period in the same manner additional payments and benefits to the same extent as if which he would be entitled had his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of following a Change in Control under Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)6.4 below.

Termination Without Cause. At The Board may, for any time reason, without cause or a conference/hearing, terminate this Agreement upon the Company shall have provision of thirty (30) days written notice. In consideration for the right to terminate the Term exercise of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)right, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company District shall pay the Executive cash equal to Superintendent the value remainder of any salary due under this Agreement or twelve (12) months’ salary, whichever is less. For purposes of this Agreement, the Benefit that otherwise would have accrued for term “salary” shall include only the Executive's benefit under the plan, for the period during which such Benefits could Superintendent’s regular monthly base salary and shall not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or include the value of any Benefits that would have accrued other stipends, reimbursements or benefits received under any plan 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 binding considered as final settlement pay and conclusive on no payments or deductions shall be made for retirement purposes. If the ExecutiveSuperintendent 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 this Agreement, but for a period of no longer than eighteen (18) months, or until the Superintendent obtains other employment with health benefits or obtains health benefits from another source, whichever occurs first. For The parties agree that any damages to the Superintendent that may result from the Board’s early termination of this purposeAgreement cannot be readily ascertained. Accordingly, the Company may use as parties agree that the value 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 Benefit nature whatsoever, whether in law or equity, and does not result in a penalty. The parties agree that the cost District’s completion of its obligations under this provision constitutes the Superintendent’s sole legal or other remedy to the Company fullest extent provided by law. Finally, the parties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code sections 53260 et seq. The provisions of providing that Benefit Government Code section 53260 et seq. are incorporated into this Agreement by this reference. Pursuant to Government Code section 53243.2, any funds received by the Superintendent from the District as a cash settlement resulting from the termination of this Agreement or successor agreements shall be fully reimbursed to the Executive. Further, District if the Executive shall continue to vest in Superintendent is convicted of a crime involving the Executive's Stock Options through the end abuse of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)office or position.

Termination Without Cause. At (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). (ii) In the event Executive’s employment with the Company shall have is terminated by the right 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 terminate any alternative definition thereunder, a “Separation from Service”), and Executive remains in compliance with the Term terms of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)Agreement, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 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 4.4 hereof withholdings (the "Benefits"“Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the one (1) through year period following Executive’s Separation from Service; provided, however, that no payments will be made prior to the end 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 Continuation Period Separation Agreement referenced in Section 4 below, with the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason balance of the termination of the Executive's employment pursuant to this Section 5.4Severance being paid as originally scheduled. (b) Provided Executive timely elects continued coverage under COBRA, then the Company shall pay the COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Executive’s Separation from Service and ending on the earliest to occur of: (i) one year following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the value of the Benefit applicable COBRA Premiums for that otherwise would have accrued for the Executive's benefit under the planmonth, subject to applicable tax withholdings, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination remainder of the amount 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 one (1) year period following Executive’s Separation from Service had Executive’s employment not been contributed or the value of any Benefits that would have accrued under any plan terminated shall be binding deemed vested and conclusive on the exercisable as of Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the ’s last day of employment (the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject“Accelerated Vesting”); provided, however, that if the termination without Cause occurs either three (3) months prior to or within one (1) year after the effective date of a Change in Control (as defined below), then 100% of the shares subject to the provisions Option and any other options then held by Executive shall be deemed vested and exercisable as of Section 4.1, and (y) payment Executive’s last day of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)employment.

Termination Without Cause. At Upon a termination of Executive's employment by Employer without "cause," Executive shall be entitled to receive a payment equal to twelve (12) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive's "Base Salary" at any time 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 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay be the Executive's Base Salary for annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such payment shall be made to Executive in a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant single lump sum payment to be made in accordance with Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder16 hereof. In addition, (iii) Employer shall continue to provide the Executive with the hospital, health, medical and life insurance benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide which the Executive with any Benefits required hereunder by reason is receiving at the time of the such termination for a period of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which twelve (12) months after such Benefits could not be provided under the planstermination. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue also be entitled to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than payments for (x) reimbursement for reasonable business expenses incurred periods or partial periods that occurred prior to the date of terminationtermination 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, subjectit is understood and agreed that, howeverupon 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 Section 4.1this 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 (y) payment of compensation life insurance benefits hereunder and such new employment provides for unused vacation days that have accumulated during hospital, health, medical and life insurance benefits in a manner substantially similar to the calendar year in which such termination occurs)benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. At The Company may terminate Executive’s employment at any time without Cause (as defined below). If Executive’s employment by the Company shall have is terminated by the right Company without Cause, Executive will be entitled to: 5.1.1. payment of all 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 terminate one-twelfth of Executive’s base salary as of the Term date of Employment by written notice 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 “separation from service” (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. Upon any termination pursuant to this provided the Release under Section 5.4 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 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6as set forth in Section 6), the Company will reimburse Executive for the cost he incurs for continuation of Executive’s health insurance coverage under COBRA (and for his or her family members if Executive provided for their coverage during his or her employment) during the Severance Period and in accord with the NSP plan applicable to NSP employees currently in effect. Executive shall, within thirty (30) days after each monthly COBRA payment during the Severance Period for which he is entitled to reimbursement in accordance with the foregoing, submit appropriate evidence of such payment to the Company, and the Company shall reimburse Executive, within ten business days following receipt of such submission. During the period such health care coverage remains in effect hereunder, the following provisions shall govern the arrangement: (i) pay 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 the Executive any unpaid Base Salary through the effective date of termination specified in such notice, be provided hereunder; (ii) continue to pay no COBRA costs will be reimbursed after the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end close of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during calendar year following the calendar year in which those costs were incurred; and (iii) Executive’s right to the reimbursement of such termination occurscosts cannot be liquidated or exchanged for any other benefit. 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 will be responsible for the payment of any additional income tax liability resulting from such coverage.

Termination Without Cause. At any time In the Company shall have event that Executive’s employment is terminated Without Cause during the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)Period, the Company shall Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive his Prorated Incentive Compensation (as defined above); (iii) make, for the benefit of Executive, the Accrued Plan Contribution (as defined above); (iv) subject to Section 6(j) hereof, provide Executive (or upon his death, his surviving spouse and minor children, if any) with coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend) for a period of thirty-six (36) months from the effective date of the termination of Executive’s Employment (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier); and (v) pay Executive an amount equal to 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 unpaid Base Salary other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment Without Cause. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (v) of this Section 6(c) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination specified in such noticeand continuing thereafter on each regular payroll date for thirty-six (36) months. Upon Executive’s death, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to any payments due under this Section 5 but in no event for more than six (66(c) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. 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 purposepaid, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, howeverapplicable, to the provisions of Section 4.1Executive’s estate, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)trust or as otherwise required by law.

Termination Without Cause. At any time Upon a termination of Employee’s employment hereunder without “cause”, in recognition of such termination and Employee’s agreement to be bound by the Company covenants contained in Sections 8, 9 and 10 hereof, Employee shall have the right be entitled to terminate the Term of Employment by written notice receive a lump sum severance payment equal to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any sum of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid his then current annual Base Salary through for the effective date remainder of termination specified in such noticethe Term (assuming there is no extension of the Term), but no less than one year of his then current Base Salary, and (ii) continue the highest cash bonus paid to pay Employee over the Executive's Base Salary prior twenty four (24) month period, or the amount accrued during the current year for a period (Employee’s cash bonus for that year, whichever is higher. This lump sum severance payment shall be made to Employee in accordance with the "Continuation Period"terms of Section 11(g) through the date on which the Term of Employment would have ended pursuant hereof, and subject to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (611(f) months from notice of termination hereunderhereof. . In addition, (iii) Employer shall continue to provide the Executive Employee with hospital, health, medical and life insurance, and any other like benefits in effect at the benefits he/she was receiving time of such termination, on the terms and conditions under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at which they were offered to Employee prior to such times as the Incentive Compensation or Benefits otherwise would have been payable or provided termination for a period equal to the Executiveremaining Term, but no less than one year. In the event that the Company Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the Executive with any Benefits required hereunder by reason 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 continue such coverage pursuant to the terms of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plansComprehensive Omnibus Budget Reconciliation Act. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company Employee shall have no further liability hereunder (duty to mitigate damages in connection with his termination by Employer without “cause”. However, if the Employee obtains new employment and such new employment provides for hospital, health, medical and life insurance, and other than for (x) reimbursement for reasonable business expenses incurred prior benefits, in a manner substantially similar to the date benefits payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of terminationthe continuation of Employee’s hospital, subjecthealth, howeverand 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 provisions of Section 4.1, extent eligible to do so under the Code and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)state law.

Termination Without Cause. At 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 Company 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 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 Bank, and thereafter, Executive shall have the right to terminate continue health insurance benefits in effect at the Term time of Employment by written notice Executive’s termination, at Executive’s expense, to the Executiveextent permitted by applicable law. Upon any Notwithstanding anything in this section to the contrary, upon termination pursuant the Executive shall be entitled to this Section 5.4 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 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6including the SERP), this Agreement, or as required by law. After notice of termination is given, whether by the Company shall (i) pay Bank or Executive, the Bank may require Executive to cease performing services for the Bank and may prohibit Executive any unpaid Base Salary from coming onto the Bank’s premises through the effective date of termination, provided that the Bank nonetheless compensates Executive through the effective date of termination. All references in this Section 6.3 to a termination specified of employment shall mean shall mean a cessation or reduction in such notice, (ii) continue to pay the Executive's Base Salary ’s services for the Bank (and any other affiliated entities that are deemed to constitute a period “service recipient” as defined in Treasury Regulation §1.409A-1(h)(3)) that constitutes a “separation from service” as defined in Section 409A of the Code and the regulations thereunder, taking into account all 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 "Continuation Period"“Excess Amount”), then (1) through 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 on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to ’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 5.46.3 that are not considered Excess Amounts, then the Company as permitted under Section 409A. No severance or other benefits shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided to Executive under the plans. The Company's good faith determination this Section 6.3 if severance payments or benefits are provided under Section 6.2 of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)Agreement.

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 Company shall have the right to terminate the Term date of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)Agreement, the Company shall (i) pay to employment of the Executive any unpaid Base Salary through may be terminated by the effective date Corporation, without cause, upon providing the Executive with the following: (a) Pay in lieu of termination specified notice in such notice, (ii) continue a lump sum amount equal to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereundermonths’ Base Salary plus any eligible bonus as referenced in the Incentive Plan, subject to statutory deductions, (iiithe “Notice”) continue which amount is in satisfaction of all entitlement to provide the Executive with the benefits he/she was receiving under Sections 4.2 statutory or common law notice or pay in lieu of notice and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executiveapplicable statutory severance. In the event that the Company 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 Executive with any Benefits required hereunder by reason period of the Statutory Notice only. 5.2.3 Upon a without cause termination of the Executive's employment pursuant to this Section 5.4either subsection 5.2.1 or subsection 5.2.2, then notwithstanding the Company shall pay the Executive cash equal to the value terms of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. 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, Plan: (i) the Executive shall continue be entitled to vest in the Executive's Stock Options through the end an additional eighteen (18) months of the Continuation Period in the same manner and forwarding vesting with respect to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1any options then outstanding, and (yii) payment the applicable post-service exercise period set forth in Section 16 of compensation for unused vacation days that have accumulated during the calendar year Plan shall not apply and the Executive shall be entitled to exercise any such options until they would otherwise expire in which such termination occurs)accordance with the terms of the period designated by the Plan Administrator in accordance with Section 6(a) of the Plan.

Termination Without Cause. At 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 Company 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 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 Bank, and thereafter, Executive shall have the right to terminate continue health insurance benefits in effect at the Term time of Employment by written notice Executive’s termination, at Executive’s expense, to the Executiveextent permitted by applicable law. Upon any Notwithstanding anything in this section to the contrary, upon termination pursuant the Executive shall be entitled to this Section 5.4 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 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6including the SERP), this Agreement, or as required by law. After notice of termination is given, whether by the Company shall (i) pay Bank or Executive, the Bank may require Executive to cease performing services for the Bank and may prohibit Executive any unpaid Base Salary from coming onto the Bank’s premises through the effective date of termination, provided that the Bank nonetheless compensates Executive through the effective date of termination. All references in this Section 6.3 to a termination specified of employment shall mean shall mean a cessation or reduction in such notice, (ii) continue to pay the Executive's Base Salary ’s services for the Bank (and any other affiliated entities that are deemed to constitute a period “service recipient” as defined in Treasury Regulation §1.409A-1(h)(3)) that constitutes a “separation from service” as defined in Section 409A of the Code and the regulations thereunder, taking into account all 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 "Continuation Period"“Excess Amount”), then (1) through 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 on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to ’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 5.46.3 that are not considered Excess Amounts, then the Company as permitted under Section 409A. No severance or other benefits shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided to Executive under the plans. The Company's good faith determination this Section 6.3 if severance payments or benefits are provided under Section 6.2 of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)Agreement.

Termination Without Cause. At any time (a) If Executive’s employment is terminated by the Company shall have the right prior to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation 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 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 manner sole and at such times as absolute discretion of the Incentive Compensation or Benefits otherwise Board of Directors, the Company may elect to pay Executive a prorated amount of the bonus that Executive would have been entitled to receive under Section 3.2 for the year in which he was terminated (which, if determined to be paid by the Board, shall be payable or provided as and when the bonus is paid to other similarly situated officers); (iii) Executive shall be entitled to receive medical benefits coverage in accordance with the Executive. In Company’s policies in effect from time to time through the event that period ending 12 months after the Company is unable to provide the Executive with any Benefits required hereunder by reason date of the termination of the Executive's ’s employment pursuant to this Section 5.4, then the 4.4(a); (iv) Executive shall be entitled to have transferred to him any Company shall pay paid disability policy on the Executive cash equal to for Executive’s benefit (if the value policy so permits), and Executive shall assume responsibility for payment of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which premiums on 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 disability policy; and (v) Executive shall be binding and conclusive entitled to have transferred to him any Company paid life insurance policies on the Executive for Executive. For this purpose, ’s benefit (if the Company may use as policies so permit) upon payment by the value of any Benefit the cost Executive to the Company of providing that Benefit to any cash surrender value of such policies, and Executive shall assume responsibility for payment of premiums on such life insurance policies. (b) Except for the Executive. Furtherprovisions of this Section 4.4, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior obligation to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)Executive hereunder.

Termination Without Cause. At any time In the event the Executive’s employment is terminated by the Company shall have the right to terminate the Term of Employment by written notice other than for Cause upon or prior to the Executive. Upon any termination pursuant to this Expiration Date, and Section 5.4 (that is 8(a) does not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)apply, the Company shall pay or provide to the Executive (i) the Accrued Amounts; 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 accordance with the Company’s normal payroll policies as if the Executive were an employee (but off employee payroll); provided, that unless subject to further delay as set forth in Section 25(b), the first payment of the Severance Payment 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; 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 any unpaid Base Salary through monthly an amount equal to the effective date 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 specified in such noticeof employment, if any, until the earliest of (iiI) continue to pay the Executive's Base Salary for a period eighteen (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (618) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject(II) the Executive becoming eligible for medical benefits from a subsequent employer, howeveror (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 provisions Executive shall be governed in accordance with the terms of the applicable grant agreements. Payments and benefits provided in this Section 4.17(d) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, and (y) payment policies or programs of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)Company.

Termination Without Cause. At The Executive understands and agrees that the Corporation may at any time the Company shall have the right to terminate the Term employment of Employment by written the Executive without cause. If the Executive is terminated without cause, the Corporation must provide notice in writing to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. 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. Furthertermination, the Executive shall continue be entitled to vest in receive from the Executive's Stock Options through Corporation: (i) a lump sum equal to $125,000.00 (the end of the Continuation Period in the same manner and “Lump Sum Termination Payment”) (ii) his unpaid salary up to the same extent termination date and any outstanding vacation pay calculated as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject(iii) the pro-rata portion of the bonus earned by him during the fiscal year, however(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 provisions date of termination and an amount equal to the cost of the Executive’s benefits referred to in Section 4.14.2 for the severance period, being the period (if any) from the date of termination to the date of expiration of this Agreement, and (yv) payment any amounts owing to him under the stock option plans in accordance with the terms of compensation for unused vacation days the Stock Option Agreement attached hereto as Schedule “A”. The Corporation agrees that have accumulated no amounts earned by the Executive following the date of termination by way of mitigation will be deducted from or set off against any amounts or benefits to be paid or provided to the Executive as outlined in this Section 5.6. 5.6.1 Notwithstanding anything to the contrary contained herein, the Lump Sum Termination Payment shall not be payable to the Executive in the event that the Executive is terminated without cause during the calendar year in which such termination occurstime 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 lump sum equal to the balance of his Salary that would have been payable to him for the balance of the term of this Agreement.

Termination Without Cause. At (a) The Company may remove Executive at any time without Cause from the Company shall have the right to terminate the Term of Employment by position in which Executive is employed hereunder upon not less than 30 days' prior written notice to Executive; provided, however, that, in the Executive. 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 any termination pursuant 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 Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall Agreement. (i) pay Executive shall receive a severance benefit equal to one year of Executive's base salary as in effect on the termination date, which shall be paid in substantially equal installments according to the Executive any unpaid Base Salary through Company's normal payroll practices over a 12-month period. Payment shall begin after the effective date expiration of termination specified in such notice, the revocation period for the Release. (ii) continue to pay the Executive's Base Salary for For a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) 12 months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to following the date of termination, subjectExecutive shall continue to receive the medical coverage in effect at the date of his termination (or generally comparable coverage) for himself and, howeverwhere 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 provisions Company may elect to pay Executive cash in lieu of Section 4.1such coverage in an amount equal to Executive's after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended, shall run concurrently with the foregoing 12-month benefit period. (iii) Executive shall receive any benefits accrued or earned in accordance with the terms of any applicable benefit plans and (y) payment programs of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)Company.

Termination Without Cause. At any time If the Company shall have the right to terminate the Term of Employment by written notice to the terminates Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)’s employment without Cause, the Company shall will, subject to Sections 4, 5 and 13 of this Agreement, provide severance benefits to Executive as set forth below in this Section 3(b). (i) The Company will pay to Executive within ten (10) days after the Executive termination a lump sum cash amount equal to one hundred percent (100%) of Executive’s 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 unpaid Base Salary through time after the effective Change of Control, Executive’s base salary in effect prior to the reduction). The foregoing payment is in addition to and not in lieu of salary for the current year that has been earned but not yet paid, which will be equitably prorated and paid together with the foregoing severance benefits. (ii) The Company will use its best efforts to continue Executive’s coverage under any medical, dental, disability, life insurance and automobile reimbursement benefits and other perquisites in effect at the time of termination (or, if the 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 specified in such noticeor until Executive commences new employment providing substantially similar benefits, (ii) continue to pay the Executive's Base Salary for a period whichever is earlier (the "Continuation “Severance Benefit Period") through ”). To the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that extent the Company is unable to provide the any of such medical or dental benefits to Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4under its existing benefit plans and arrangements, then the Company shall pay 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 cash equal to for the value amount of the monthly premium charged Executive by the applicable insurance carriers for such continuation coverage under COBRA. In the event that either the Change in Control Severance Benefit that otherwise would have accrued Period exceeds the maximum continuation coverage period permissible under COBRA or such coverage is not available for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purposeother reason, the Company may use as shall reimburse Executive directly for the value of any Benefit expenses incurred by him or her or his or her dependents, if any, to obtain substantially similar benefits during the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end remainder of the Continuation Period Change in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Control Severance Benefit Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).

Termination Without Cause. At The Company may terminate this Agreement at any time the Company shall have the right to terminate the Term of Employment for any reason, by delivering a written notice to Executive, effective thirty (30) days after Executive receives such notice in accordance with the terms hereof. In such an event, Executive. Upon ’s sole remedy shall be: (1) to collect all unpaid Base Salary, accrued annual bonus or incentive compensation (including any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1unpaid, 5.2, 5.3, 5.5 accrued annual bonus or 5.6incentive compensation from the immediately preceding year), the Company shall (i) pay to the Executive any unpaid Base Salary accrued PTO, and all unreimbursed expenses payable for all periods through the effective date of termination (the foregoing amounts shall be paid on the date of termination of Executive’s employment); plus (2) Executive shall receive, in addition to the amounts specified above, the severance payments outlined below (the “Severance Payments”). Executive shall not be required to mitigate the amount of any Severance Payments received by seeking other employment 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 (as in such noticeeffect at the time of 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: (iia) should the termination occur during the one-year period immediately following the closing of the Company’s initial public offering, Executive shall continue to pay the Executive's receive his then-current Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice months; and (b) should the termination occur at any time during the Employment Period after the one-year period immediately following the closing of termination hereunderthe Company’s initial public offering, (iii) Executive shall continue to provide 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 with the benefits he/she was receiving under Sections 4.2 for premiums for COBRA coverage for Executive (and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executiveextent he has family coverage, his family), provided that Executive elects such coverage, during the applicable period when Executive is receiving Severance Payments. In Should Executive obtain other employment during such period of COBRA coverage, and Executive is provided the event that the Company is unable opportunity to provide the Executive with any Benefits required hereunder obtain comparable health insurance benefits to those benefits provided by reason of the termination of the Executive's employment pursuant to this Section 5.4SG, then the Company shall pay the no longer reimburse Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, premiums for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the COBRA coverage for Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner (and to the same extent as if he has family coverage, his employment hereunder terminated on family), from the last day of the Continuation Perioddate Executive may obtain such health insurance benefits, whether or not Executive elects such coverage. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior be entitled to discontinue the date Severance Payments in the event that Executive violates any of termination, subject, however, to the provisions of Section 4.1Sections 4.9, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)4.10 or 4.11.

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 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide discharges the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. 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. Furtherwithout cause, the Executive shall continue be entitled to vest the following compensation during the remainder of the Employment Period (the length of which shall be determined under Paragraph 3d) unless sooner terminated by Executive’s disability or death): (i) the salary provided in Paragraph 2a), payable in accordance with the usual payroll schedule, (ii) two-thirds of the targeted incentive provided in Paragraph 2b) for each year during the Employment Period (or, on a pro rata basis, portion of a year), payable on the normal payment date(s) for such incentive, (iii) the vesting of any restricted stock awards and the immediate exercisability of any stock options which would have vested or become exercisable during the Employment Period, and (iv) continued participation in the Executive's Stock Options through Company’s medical plan under the same terms and conditions as an active employee, with eligibility for continuation coverage for Executive and his eligible dependents under the plan’s COBRA provisions at the end of the Continuation Employment Period at Executive’s own expense. However, participation in the same manner Company’s 401(k) plan, ESOP and to all welfare and fringe benefit plans (other than the same extent as if his employment hereunder terminated medical plan) will cease on the Executive’s last day of active work, subject to any conversion rights generally available to former employees. Any amounts payable to the Continuation Period. The Company Executive under this Paragraph 6 shall be reduced by the amount of the Executive’s earnings from other employment (which the Executive shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior an affirmative duty to the date of termination, subjectseek; provided, however, that the Executive shall not be obligated to accept a new position which is not reasonably comparable to his employment with the provisions Company). Notwithstanding the foregoing, if the Executive is a “specified employee” for purposes of Section 4.1409A, no deferred compensation (including without limitation salary continuation payments in accordance with clause (i) above) payable at separation from service that is not exempt from application of 409A as 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, and (y) payment any such payments otherwise due during such 6-month period shall be paid on the first business day following completion of compensation for unused vacation days that have accumulated during such 6-month period along with simple interest at the calendar year six-month Treasury rate in which effect at the beginning of such termination occurs)6-month period.

Termination Without Cause. At any time Except as provided in Section 6.3, if Executive’s employment is terminated by 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 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for Permanent Disability, death or Cause), Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which she is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated under this Section 6.1, Executive shall also be entitled to receive: (xa) reimbursement for reasonable business expenses incurred an amount in lieu of any other cash compensation beyond that 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 the denominator of which is 365, payable at the same time as bonuses are paid to other executives; (ii) two times Executive’s annual Base Salary; plus one times Executive’s Target Bonus; payable in a lump sum within 30 days following such termination of employment; provided that if such termination occurs within 90 days prior to calendar year end, amount shall be payable on January 1 of the year following the date of Executive’s termination; and (b) continued coverage for a 24-month period under any employee medical, subjecthealth 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 owed by Executive to the Company. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of Section 4.1, this Agreement and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)amounts shall not be reduced whether or not Executive obtains other employment.

Termination Without Cause. At any time In the Company event of termination of employment pursuant to Section 6.1(iv) (Termination without Cause), (a) Executive shall have be entitled to receive the right to terminate the Term of Employment by written notice Accrued Benefits; (b) conditioned upon and subject to the Executive. Upon any termination pursuant to this Section 5.4 ’s compliance with the restrictive covenants under Article 8 and the Executive executing and delivering a valid general release (that is not no longer subject to revocation under applicable law) in a termination under any form consistent with the Company’s standard form of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company shall (i) pay to the Executive any unpaid no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employment, Executive shall be entitled to severance compensation in an amount equal to 100% of Base Salary through Salary, payable in equal monthly installments over the twelve-month period following the effective date of termination specified his termination, in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive accordance with the benefits he/she was receiving under Sections 4.2 Company’s usual executive salary payment practice and 4.4 hereof subject to all withholding obligations; and (the "Benefits"c) through the end of the Continuation Period in the manner Executive and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive his eligible dependants shall continue to vest be eligible to participate in the Executive's Stock Options through the end all of the Continuation Period in Company’s group health plans on the same manner terms and conditions as active employees of the Company until the earlier of (A) the expiration of the 12-month period following the effective date of his termination or (B) the date Executive is or becomes eligible for comparable coverage under health plans of another employer; provided that the foregoing continuation coverage shall be contingent on Executive electing to receive COBRA continuation coverage and making premium payments equal to those premiums payable by other active senior executives during the relevant period on the same extent basis as if Executive had continued his employment hereunder terminated on and any excess premium cost applicable for such coverage if it had been purchased by Executive for the last day applicable COBRA premium shall be imputed income to Executive for the appropriate periods of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date provision of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)coverage.

Termination Without Cause. At The Corporation may terminate this Agreement and the employment of the Executive at any time time, by providing 45 days’ prior notice of termination (the Company “Notice of Termination”). Should the Executive’s employment 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 terminate his employment for Good Reason (as defined hereinafter), the Executive will be entitled to the following severance benefits: • An amount equal to three (3) months of the Annual Base Salary payable plus one (1) month of annual base salary for each completed full year of active employment, all subject to a total maximum of twelve (12) months of annual base salary in total (the “Severance Benefits”). 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 being notified of the termination, 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 position is changed for another senior management position within the Corporation, with equivalent base salary, bonus and all benefits, this shall not be interpreted as a constructive dismissal and the Executive shall not have the right to terminate seek the Term application of Employment by written notice to this section 10.2, but the Executive. Upon any termination pursuant to provisions of this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive section shall continue to vest in apply for the Executive's Stock Options through the end benefit of the Continuation Period in Executive after this change of position within the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)Corporation.

Termination Without Cause. At The Corporation may terminate this Agreement and the employment of the Executive at any time time, by providing 45 days’ prior notice of termination (the Company “Notice of Termination”). Should the Executive’s employment 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 terminate his employment for Good Reason (as defined hereinafter), the Executive will be entitled to the following severance benefits: • An amount equal to three (3) months of the Annual Base Salary payable plus one (1) month of annual base salary for each completed full year of active employment, all subject to a total maximum of twelve (12) months of annual base salary in total (the “Severance Benefits”). 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 being notified of the termination, 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 position is restructured or changed for another senior management position within the Corporation, with equivalent base salary, bonus and all benefits, this shall not be interpreted as a constructive dismissal and the Executive shall not have the right to terminate seek the Term application of Employment by written notice to this section 10.2, but the Executive. Upon any termination pursuant to provisions of this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive section shall continue to vest in apply for the Executive's Stock Options through the end benefit of the Continuation Period in Executive after this change of position within the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)Corporation.

Termination Without Cause. At any time the Company Employer shall have the right to terminate the Term Employee without "cause" at any time. Upon such a termination prior to or upon the first anniversary of Employment by written notice the Effective Date, Employee shall not be entitled to any benefits hereunder. Upon a termination of Employee's employment hereunder without "cause" on any date that is subsequent to the Executive. Upon any termination pursuant first anniversary of the Effective Date, Employee shall be entitled to this Section 5.4 receive a lump sum severance payment equal to the sum of one (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall 1) times (i) pay to the Executive any unpaid his then current annual Base Salary through (specifically excluding the effective date value of termination specified any 401(k) or other retirement plan matching contribution from Employer, even if recognized in such noticepayroll or deemed compensation to Employee), (ii) continue the highest cash bonus payment paid to pay Employee over the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunderpast three years, (iii) the highest full grant date value of any equity award granted over the past three years, and (iv) the annual total automobile allowance paid to Employee under Section 4(a) hereof. In addition, Employer shall continue to provide the Executive Employee with hospital, health, medical and life insurance, and any other like benefits in effect at the benefits he/she was receiving time of such termination, on the terms and conditions under Sections 4.2 and 4.4 hereof which they were offered to Employee prior to such termination for a period of twelve (the "Benefits"12) through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executivemonths. In the event that the Company Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the Executive with any Benefits required hereunder by reason 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 continue such coverage pursuant to the terms of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plansComprehensive Omnibus Budget Reconciliation Act. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company Employee shall have no further liability hereunder (duty to mitigate damages in connection with his termination by Employer without "cause". However, if the Employee obtains new employment and such new employment provides for hospital, health, medical and life insurance, and other than for (x) reimbursement for reasonable business expenses incurred prior benefits, in a manner substantially similar to the date benefits payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of terminationthe continuation of Employee’s hospital, subjecthealth, howeverand 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 provisions of Section 4.1, extent eligible to do so under the Code and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)state law.

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 5.4 (that is not a termination under any of Employee’s employment hereunder without “cause”, in recognition of such termination and Employee’s agreement to be bound by the covenants contained in Sections 5.18, 5.29 and 10 hereof, 5.3, 5.5 or 5.6), the Company Employee shall be entitled to receive a lump sum severance payment equal to his then current annual Base Salary. This lump sum severance payment shall be made to Employee no later than thirty (i30) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through days after the date on upon which the Term of Employment would have ended pursuant to Section 2 hereof his employment with Employer shall be terminated for other than cause as provided in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six subsection (6) months from notice of termination hereunderc). In addition, (iii) Employer shall continue to provide the Executive Employee with hospital, health, medical and life insurance, and any other like benefits in effect at the benefits he/she was receiving time of such termination, on the terms and conditions under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at which they were offered to Employee prior to such times as the Incentive Compensation or Benefits otherwise would have been payable or provided termination for a period equal to the Executiveremaining Term. In the event that the Company Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the Executive with any Benefits required hereunder by reason 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 continue such coverage pursuant to the terms of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plansComprehensive Omnibus Budget Reconciliation Act. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company Employee shall have no further liability hereunder (duty to mitigate damages in connection with his termination by Employer without “cause”. However, if the Employee obtains new employment and such new employment provides for hospital, health, medical and life insurance, and other than for (x) reimbursement for reasonable business expenses incurred prior benefits, in a manner substantially similar to the date benefits payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of terminationthe continuation of Employee’s hospital, subjecthealth, howeverand 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 provisions of Section 4.1, extent eligible to do so under the Code and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)state law.

Termination Without Cause. At any time 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 Sections 5.15.1 or 5.5), 5.2, 5.3, 5.5 or 5.6)subject to the terms of Section 5.11 below, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such noticeAccrued Obligations, (ii) continue to pay the Executive's ’s Base Salary for a the period (equal to the "Continuation Period") through remainder of the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunderInitial Term, if any, and (iii) continue to provide the Executive with the benefits he/she was receiving under Sections Section 4.2 and 4.4 hereof (collectively, the "“Benefits"” and, each, a “Benefit”) through the end of the Continuation Period Initial Term in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the ExecutiveExecutive (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 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 Benefits Benefit required hereunder by reason of the termination of the Executive's ’s employment pursuant to this Section 5.45.2 (which shall include any Benefit that may be continued under COBRA for the time period after COBRA coverage would expire), then the Company shall pay the Executive make a cash payment, within thirty days of Executive’s termination, equal to the value cost to the Company of the such Benefit that otherwise would have accrued for the Executive's ’s benefit under the applicable benefit plan, for the period during which such Benefits Benefit could not be provided under the plansplan. The Company's ’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the if Executive shall continue to vest in is terminated without cause under this Section 5.2, then the Executive's Stock Options through the end ’s Equity Awards, if any, shall immediately vest notwithstanding any other provisions of the Continuation Period in the same manner and such Equity Award Agreements to the same extent as if his employment hereunder terminated on the last day of the Continuation Periodcontrary. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior hereunder. For all purposes under this Agreement, the failure of the Parties to renew this Agreement following the date expiration of termination, subject, however, the Term shall be treated as if the Company terminated this Agreement pursuant to the provisions of this Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)5.2.

Termination Without Cause. At 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 Company 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 termination without cause under this section shall be continued for twelve (12) months on the same terms as when the Executive was employed by Bank, and thereafter, Executive shall have the right to terminate continue health insurance benefits in effect at the Term time of Employment by written notice Executive’s termination, at Executive’s expense, to the Executiveextent permitted by applicable law. Upon any Notwithstanding anything in this section to the contrary, upon termination pursuant the Executive shall be entitled to this Section 5.4 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 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6including the SERP), this Agreement, or as required by law. After notice of termination is given, whether by the Company shall (i) pay Bank or Executive, the Bank may require Executive to cease performing services for the Bank and may prohibit Executive any unpaid Base Salary from coming onto the Bank’s premises through the effective date of termination, provided that the Bank nonetheless compensates Executive through the effective date of termination. All references in this Section 6.3 to a termination specified of employment shall mean shall mean a cessation or reduction in such notice, (ii) continue to pay the Executive's Base Salary ’s services for the Bank (and any other affiliated entities that are deemed to constitute a period “service recipient” as defined in Treasury Regulation §1.409A-1(h)(3)) that constitutes a “separation from service” as defined in Section 409A of the Code and the regulations thereunder, taking into account all 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 "Continuation Period"“Excess Amount”), then (1) through 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 on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to ’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 5.46.3 that are not considered Excess Amounts, then the Company as permitted under Section 409A. No severance or other benefits shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided to Executive under the plans. The Company's good faith determination this Section 6.3 if severance payments or benefits are provided under Section 6.2 of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)Agreement.

Termination Without Cause. At Upon a termination of Executive's employment by Employer without "cause," Executive shall be entitled to receive a payment equal to twelve (12) months of Executive’s then current Base Salary (as defined below). For purposes of this Agreement, Executive's "Base Salary" at any time 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 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay be the Executive's Base Salary for annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such payment shall be made to Executive in a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant single lump sum payment to be made in accordance with Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder17 hereof. In addition, (iii) Employer shall continue to provide the Executive with the hospital, health, medical and life insurance {41057016:1} ​ benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide which the Executive with any Benefits required hereunder by reason is receiving at the time of the such termination for a period of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which twelve (12) months after such Benefits could not be provided under the planstermination. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue also be entitled to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than payments for (x) reimbursement for reasonable business expenses incurred periods or partial periods that occurred prior to the date of terminationtermination 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, subjectit is understood and agreed that, howeverupon 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 Section 4.1this 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 (y) payment of compensation life insurance benefits hereunder and such new employment provides for unused vacation days that have accumulated during hospital, health, medical and life insurance benefits in a manner substantially similar to the calendar year in which such termination occurs)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 Except as provided in Section 5.4 (that is not a termination under any of Sections 5.16.3, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the if Executive's employment pursuant to this Section 5.4, then is terminated by the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for Permanent Disability, death or Cause), Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated under this Section 6.1, Executive shall also be entitled to receive: (xa) reimbursement for reasonable business expenses incurred an amount in lieu of any other cash compensation beyond that 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 the denominator of which is 365, payable at the same time as bonuses are paid to other executives; (ii) two times Executive's annual Base Salary; plus one times Executive's Target Bonus; payable in a lump sum within 30 days following such termination of employment; provided that if such termination occurs within 90 days prior to calendar year end, amount shall be payable on January 1 of the year following the date of the Executive's termination; and (b) continued coverage for a 24-month period under any employee medical, subjecthealth 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 owed by Executive to the Company. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of Section 4.1, this Agreement and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)amounts shall not be reduced whether or not Executive obtains other employment.

Termination Without Cause. At any time In the event of termination of the Executive’s employment hereunder by Company “Without Cause” (other than for a Termination for a Change of Control hereinafter separately provided for) the Executive shall have the right to terminate the Term of Employment by written notice be entitled to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall following severance pay and benefits: (i) pay Severance Pay - severance payments in the form of continuation of the Executive’s base salary as in effect immediately prior to such termination for a period of 12 months commencing on the Executive any unpaid Base Salary through sixtieth (60th) day following the effective date of termination specified in such notice, termination; (ii) continue Benefits Continuation - continued coverage under the Company’s medical care and life insurance benefit plans in which the Executive is participating at the time of termination, or equivalent coverage thereof, on the same terms as applicable to pay other executive employees of the Company from time to time, over the same period with respect to which the Executive's Base Salary for a period (’s base salary is continued as provided in Section 9(b)(i) hereof; provided, however, that the "Continuation Period") through 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 at the same percentage as prior to the Executive’s termination; provided that, if COBRA continuation coverage is otherwise earlier terminated under applicable law, then, in lieu of coverage, the Company will pay its share of the monthly Company premium in effect prior to the termination of COBRA continuation coverage directly to the Executive each month for the remainder of the relevant period. Any amounts paid by the Company on which Executive’s behalf under this Section 9(b)(ii) to continue the Term of Employment would have ended Executive’s medical care and life insurance benefits shall be recorded as additional income pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end 6041 of the Continuation Period in the manner Code and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of entitled to any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).tax qualified treatment; and

Termination Without Cause. At If Executive’s employment is terminated by the Company at any time during the Company Employment Period without Cause, Executive shall have the right be entitled to terminate the Term of Employment by written notice to the receive Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid ’s Base Salary through the effective date of termination specified as well as any accrued benefits through the date of termination which may be owing in such noticeaccordance with the Company’s policies. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. Upon termination without Cause, Executive will also be entitled to the following from the Company: (iii) continue payment of an amount equal to pay the Executive's ’s then current Base Salary for a period of twelve (12) months, payable in accordance with the "Continuation Period"usual payroll policies in effect at the Company as if Executive was employed at the time, commencing on the first payroll date occurring sixty (60) through days from the date of termination; (ii) a pro rata portion of Executive’s Incentive Bonus, if any, for the applicable period during the fiscal year ending on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice date of termination hereunder, (iii) continue to provide which portion of the Executive with Incentive Bonus shall be reasonably determined by the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through Board of Directors at the end of the Continuation Period in applicable bonus period), payable at the manner same time as such payment would be made during Executive’s regular employment with the Company; and at such times as (iii) continued payment by the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4Company, then the Company shall pay the Executive cash for a period equal to the value lesser of (A) twelve (12) months from the date of termination and (B) such time that Executive commences employment with a new employer and becomes eligible to participate in that employer’s health care benefits plan, of the Benefit group health continuation coverage premiums for Executive and Executive’s eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) provided that otherwise Executive elects to continue and remains eligible for these benefits under COBRA. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would have accrued result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended or any statute or regulation of similar effect (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 reimbursing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the Executive's benefit under the plan“Special Severance Payment”), for the period during which such Benefits could not be provided under the plans. The Company's good faith determination remainder 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 ExecutiveCOBRA Payment Period. For this purposeExecutive may, the Company may but is not obligated to, use as the value of any Benefit such Special Severance Payment toward the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)COBRA premiums.

Termination Without Cause. At Employer may terminate the Employee's employment at any time without cause by providing the Company shall have the right to terminate the Term Employee with one (1) week of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in 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, (ii) continue severance pay, if owing, accrued vacation pay and any other compensation or benefits that may be required to pay meet the Executive's Base Salary for requirements of the Employment Standards Act, 2000, whichever is greater. The Employee understands and agrees that the notice requirements contained in this section constitute a material inducement to the Employer to enter into this Agreement and to employ the Employee, and that the Employer would not enter into this Agreement absent such inducement. Where an Employee is terminated without cause, all benefits will only be continued during the statutory notice period (under the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof Standards Act, 2000, and, in the absence case of an earlier termination pursuant group benefits, continuance is subject to this Section 5 but group insurance coverage being available from the insurer. The Employee agrees that any entitlement to notice or pay in no event for more than six (6) months from lieu of notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end in excess of the Continuation Period Employee’s statutory entitlements under the Employment Standards Act, 2000, is subject to mitigation and is conditional upon the Employee executing a Full and Final Release in favour of the manner and Employer as prepared by the Employer at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason time of the termination of the Executive's employment pursuant Employee’s employment. Canadian Executive Employment Agreement – Salaried Initials_______ It is acknowledged and agreed that the Employer may, at its sole option, elect to this Section 5.4, then the Company shall pay the Executive cash equal to Employee's salary over the value course of the Benefit that otherwise would have accrued for notice period in lieu of any notice required by this Agreement, or provide any combination of working notice and pay in lieu of notice at the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plansEmployer’s discretion. The Company's good faith determination Employee acknowledges and agrees that the payments, benefits and other compensation set out in this section shall 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 event shall the Employee receive less than the minimum entitlements of the amount Employment Standards Act, 2000, and in the event that would have been contributed or the value any portion of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purposecontract is found in violation of such minimum standards, the Company may use as minimum standard shall replace the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Furtherprovision and shall apply, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)but not more.

Termination Without Cause. At In the event Executive's employment with EN2GO is terminated without Cause (which termination shall be effective as of the date specified by EN2GO in a written notice to Executive), other than due to Executive's death or Disability, Executive shall be entitled to and his sole remedies under this Agreement shall be: i. earned and unpaid Base Salary through the Termination Date, payable in a cash lump sum no later than 15 days following such date; ii. the balance of any time incentive awards earned as of December 31 of the Company prior year (but not yet paid), payable in a cash lump sum no later than 15 days following the Termination Date; iii. any outstanding stock options or shares of Restricted Stock which are unvested shall vest and Executive shall have the right to terminate exercise any vested stock options during the Term Severance Period or for the remainder of Employment by written notice to the Executiveexercise period; iv. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1continued participation in all medical, 5.2, 5.3, 5.5 or 5.6), health and life insurance plans at the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through same benefit level at which he was participating on the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of his employment until the Executive's employment pursuant earlier of: A. the end of 3 months from the Termination Date; or B. the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (viii) of this Section 5.49(c), then the Company he shall pay the Executive receive cash payments equal on an after-tax basis to the value cost to him of obtaining the Benefit that otherwise would have accrued for the Executive's benefit benefits provided under the plan, plan or program in which he is unable to participate for the period during which specified in this clause (viii) of this Section 9(c), (2) such Benefits could not cost shall be provided deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance; and (vi) other or additional benefits then due or earned in accordance with applicable plans and programs of EN2GO. Notwithstanding the foregoing, the Monthly Continuation Payments shall be subject to delay to the extent necessary for the avoidance of adverse tax consequences to Executive under the plans. The Company's good faith determination Section 409A of the amount Code ("SECTION 409A"); provided, however, that if the Monthly Continuation Payments commence more than 30 days following the Termination Date, the first such payment shall equal the sum of all Monthly Continuation Payments that would have been contributed or made from the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior Termination Date to the date of termination, subject, however, to such first payment were it not for the provisions of Section 4.1, restriction contained in this sentence. v. all accrued and (y) payment of compensation for unused unpaid vacation days that have accumulated during the calendar year in which such termination occurs).pay and all Other Benefits

Termination Without Cause. a) At any time the Company Employer shall have the right to terminate the Term of Employment and the Executive's employment hereunder by written notice to the Executive. Any demotion resulting in a material adverse change in the duties, responsibilities or role, reporting relationships of the Executive, or change in titles, shall be treated as a termination without cause of the Executive. b) A Change in Control (as defined in Section 4 hereof) resulting in either the termination of the Executive or a material adverse change in the duties, responsibilities or role, reporting relationships of the Executive, or change in titles, shall also be treated as a termination without cause of the Executive. c) Upon any termination pursuant to this Section 5.4 9.a. (that is not a termination under any of Sections 5.17, 5.28, 5.3, 5.5 or 5.610), the Company Employer shall continue to pay (ithrough Employer's regularly scheduled payroll) pay to the Executive any unpaid (A) the Annual Base Salary through at the effective date of termination specified in such noticefor six (6) months and (B) pay, within forty-five (ii45) days of the last day of employment, any earned Performance Bonus. Employer shall also continue to pay the Executive's Base Salary Employer portion of premiums for a period the same or substantially similar Welfare Benefits and the Executive shall be entitled to the other benefits set forth in Section 5(b) and (e) for the "Continuation Period"six (6) through months. In the date on which event such entitlement is not allowed by law, the Term Executive shall be entitled to the cash equivalent of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier that benefit. d) Upon any termination pursuant to this Section 5 but in no event 9.b. (that is not a termination under any of Sections 7, 8, or 10), Employer shall continue to pay (through Employer's regularly scheduled payroll) to the Executive (A) the Annual Base Salary at the date of termination for more than six twelve (612) months from notice and (B) pay, within forty-five (45) days of termination hereunderthe last day of employment, (iii) any earned Performance Bonus prorated as of the date of termination. Employer shall also continue to provide pay the Employer portion of premiums for the same or substantially similar Welfare Benefits and the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided shall be entitled to the Executiveother benefits set forth in Section 5(b) and (e) for the twelve (12) months. In the event that the Company such entitlement is unable to provide the Executive with any Benefits required hereunder not allowed by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. 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. Furtherlaw, the Executive shall continue be entitled to the cash equivalent of that benefit. e) The Options and any previously granted or subsequently granted incentive stock options shall immediately vest in and be exercisable pursuant to the Executive's Stock Options through the end terms of the Continuation Period in Plan and the same manner Stock Option Award Agreement, all non-qualified stock options that have not vested as of the date of the termination, shall expire, and all non-qualified stock options that have vested shall be exercisable pursuant to the same extent as if his employment hereunder terminated on the last day terms of the Continuation PeriodPlan and the Stock Option Award Agreement. Said vested stock options shall be exerciseable and may be sold by Executive subject to no restrictions by Employer (other than those imposed by the Employer's then current ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or by federal and state securities laws). f) The Company Employer shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, 5(a). The Executive shall be entitled to receive all severance payments and (y) payment benefits hereunder regardless of compensation for unused vacation days that have accumulated during any future employment undertaken by the calendar year in which such termination occurs)Executive.

Termination Without Cause. At The Corporation may terminate this Agreement and the employment of the Executive at any time time, by providing 45 days’ prior notice of termination (the Company “Notice of Termination”). Should the Executive’s employment 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 terminate her employment for Good Reason (as defined hereinafter), the Executive will be entitled to the following severance benefits: • An amount equal to three (3) times the Annual Base Salary payable plus three (3) times the minimum bonus payable (40% the Annual Base Salary); (the “Severance Benefits”); and • the continuation of all other benefits or allowances and reimbursement of expenses for the period of three (3) 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 three (3) year severance period unless the Corporation is notified by the Executive in writing within two (2) weeks of such termination that she elects that her Severance Benefits be payable as a lump sum payment or set of lump payments with specified dates, 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 three (3) year severance period. For greater certainty, and notwithstanding any other provision in this agreement, the parties agree that if the Executive’s position is changed for another senior management position within the Corporation, with equivalent base salary, bonus and all benefits, this shall not be interpreted as a constructive dismissal and the Executive shall not have the right to terminate seek the Term application of Employment by written notice to this section 10.2, but the Executive. Upon any termination pursuant to provisions of this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive section shall continue to vest in apply for the Executive's Stock Options through the end benefit of the Continuation Period in Executive after this change of position within the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)Corporation.

Termination Without Cause. At The District may, for any reason, without cause or a hearing, terminate this Agreement at any time the Company shall have the right to terminate the Term of Employment by upon fifteen (15) calendar days’ prior written notice to the ExecutiveInterim President. Upon 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 mutual agreement. In consideration for exercise of this right, the District shall pay Interim President for eighteen (18) months. The Interim President shall be 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 seek other employment and he shall notify the District immediately if he earns income from any termination employment-related activity as defined above. 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, the 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 Section 5.4 (that is not early termination provision may be made in a lump sum or on a monthly basis, at District’s sole election. All payments made pursuant to this early termination under any provision shall be subject to all of Sections 5.1District’s regular payroll deductions and shall be treated as salary payments subject to the District’ insurance carriers’ rules, 5.2requirements, 5.3, 5.5 or 5.6)and restrictions, the Company Interim President shall (i) pay also be entitled to the Executive any unpaid Base Salary through same district contribution toward health benefits as the Interim President was 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 specified in such noticeshall 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, (ii) continue to pay the Executive's Base Salary for a period (parties agree that the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination damage payments made pursuant to this Section 5 but in no event for more than six (6) months from notice of early termination hereunderclause, (iii) continue along with the District’s agreement to provide paid health benefits, constitutes reasonable liquidated damages for the Executive with Interim President, fully compensates the benefits he/she was receiving 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 District’s completion of its obligations under Sections 4.2 and 4.4 hereof (this provision constitutes the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided Interim President’s sole remedy to the Executivefullest extent provided by law. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. 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 purposeFinally, the Company may use parties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code section 53260 et seq. If the value Interim President is terminated without cause and elects to retire instead of any Benefit the cost fulfilling his obligation to the Company of providing that Benefit to the Executive. Furtherseek other employment as set forth above, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to parties agree that, effective upon the date of terminationthe Interim President’s retirement with ▇▇▇▇▇▇▇ or CalPERS, subject, however, the District’s obligations to make the payments described in this paragraph shall end. Notwithstanding any other provision of this Agreement to the provisions of Section 4.1contrary, 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 the cash, salary payments, health benefits, or other noncash settlement as set forth above. This provision is intended to implement the requirements of Government Code section 53260, subdivision (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occursb).

Termination Without Cause. At any time the 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 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), Employee's employment with the Company shall (i) pay to the Executive at any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executivetime without cause. In the event that Employee's employment is terminated by 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 5.4without cause, then the Company will provide the severance benefits described in the subparts below ("Severance Benefits"). Employee will also be entitled to receive any bonus payments that he elected to defer. In consideration for such Severance Benefits, Employee shall execute a General Release in the form of Exhibit A that releases the Company from liability for any and all claims, known or unknown that the Employee may have at the time of the termination. (a) The Company shall pay Employee severance in the Executive cash equal amount of one year's salary at the rate in effect at time of termination less all required deductions and withholdings ("Severance Payments"), payable in the normal payroll cycle. In addition, the vesting of Employee's stock options will continue for one year following the termination without cause provided that Employee is in compliance with and continues to act in compliance with all the obligations imposed on him pursuant to the value Proprietary Information and Inventions Agreement referred to in paragraph 5 above. (b) Should Employee timely elect to continue coverage pursuant to COBRA, the Company agrees to reimburse Employee for the COBRA premiums he pays in order to maintain health insurance coverage for a period of one year after termination of employment that is substantially equivalent to that he received immediately prior to the termination. Employee is responsible to provide to the Company documentation establishing that he paid the COBRA premium and reflecting the extent of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the planscoverage. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued obligation to provide COBRA reimbursement under any plan this paragraph shall be binding and conclusive cease on the Executive. For this purposeearlier of (i) one year after the termination of employment or (ii) if Employee obtains employment, then the Company may use as the value of date any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options waiting period for insurance coverage through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)new employer expires.

Termination Without Cause. At Employer may terminate Employee without Cause at any time. For the first year of the Initial Term, if Employer terminates Employee without Cause, Employee shall receive, as severance pay for the remainder of the Initial Term, all regular salary and benefits otherwise which would be due to him on the same schedule as same were paid at the time of termination, as if he were still employed through such Initial Term. If Employee is terminated without Cause or this Agreement is allowed to expire without renewal during the Company second year of the Initial Term or in the first Succeeding Year of the Initial Term, Employee shall receive, as severance pay for the twelve months immediately after such termination date, regular salary and benefits payable at the same rate he was earning on the same schedule as such were paid at the time of termination. If Employee is terminated without Cause or this Agreement is allowed to expire without renewal during the Initial Term or in the first Succeeding Year after the Initial Term, as described in this paragraph, any unvested stock options issued to Employee which have not lapsed and which are not otherwise exercisable shall vest, accelerate, and become immediately exercisable by Employee. If Employee is terminated without Cause or this Agreement is allowed to expire without renewal during any Succeeding Year which commences one or more year(s) after the right to terminate end of the Term Initial Term, then Employee shall receive as severance pay for the twelve months immediately after such termination date regular salary and benefits payable at the same rate he was earning and on the same schedule at the time of Employment termination. In the event of Employee’s subsequent death after his termination by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1Employer without Cause, 5.2, 5.3, 5.5 or 5.6), the Company Employer shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant same payments and benefits to Section 2 hereof in the absence of an earlier termination pursuant Employee’s surviving spouse, or if none, to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue Employee’s estate as Employee was entitled to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and his death. Employee’s employment hereunder may be terminated without Cause upon ten (y10) payment of compensation business days’ notice for unused vacation days that have accumulated during the calendar year in which such termination occurs)any reason.

Termination Without Cause. At any time the Company shall have the right to terminate the Term of Employment this Agreement and Employee’s employment hereunder by written notice to the ExecutiveEmployee. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.14.4,, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay Employee any unpaid amounts of her Base Salary accrued prior to the Executive any unpaid Base Salary through the effective date of termination specified and shall reimburse Employee for all expenses described in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term Section 3.1 of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 Agreement and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subjectprovided, however, that if Company provided Employee with less than ninety (90) days prior written notice of the date of such termination, then in addition to her Base Salary and benefits through the date of such termination, Company shall also pay Employee, on the date of such termination, an amount equal to her Base Salary for the difference between the required ninety (90) days notice and the actual notice given by Company, subject to all appropriate withholdings and deductions. If there has been a Change in Control of Company at any time during the Term, however, then Employee shall be entitled to receive prior notice of the effective date of termination equal to the provisions greater of six (6) months or the time remaining until the end of the Term at the time of such notice (the “Change in Control Notice Period”). If there has been a Change in Control and Company provides Employee with a notice of termination that is less than the Change in Control Notice Period, then Company shall nevertheless pay Employee, on the date of such termination, her Base Salary, subject to all appropriate withholdings and deductions, for the difference between the Change in Control Notice Period and the actual notice given by Company. Upon making such payments and providing such benefits, Company shall have no further liability hereunder other than relocation expenses under Section 4.12.3 hereunder and any amounts then payable pursuant to any employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by Company to Employee in accordance with Section 3.2 and under the terms thereof. For purposes of this Agreement, a Change in Control of Company shall be deemed to have occurred if (yi) payment any person, entity or group becomes the beneficial owner, directly or indirectly, of compensation for unused vacation days that have accumulated during 50% or more of the calendar year voting securities of Company or Company’s parent, Samson Oil and Gas Limited, a Western Australia corporation (“Parent”); or (ii) as a result of, or in connection with, any tender offer, exchange offer, merger, business combination, sale of assets or contested election of directors (a "Transaction"), the persons who were directors of Company or Parent immediately before the Transaction no longer constitute a majority of the directors of Company; or (iii) Company is merged or consolidated with another corporation or entity and, as a result of the merger or consolidation, less than 51% of the outstanding voting securities of the surviving corporation or entity is then owned in the aggregate by the former stockholders of the Company; or (iv) Company transfers all or substantially all or substantially all of its assets to another corporation which such termination occurs)is not a wholly owned subsidiary of the Company.

Termination Without Cause. At any time If Executive’s employment is terminated by 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 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6other than for Cause), Executive will be entitled to all accrued and unpaid Base Salary, accrued prior year bonuses and other accrued benefits and expense reimbursements through the Company shall date of termination, plus he will be entitled to receive the following severance benefits: (i) pay Executive will be entitled to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue receive a severance amount equal to pay the Executive's his then current Base Salary for a period of twelve (the "Continuation Period"12) through months from the date on which of termination, plus a bonus equal to the Term greater of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than (a) Executive’s most recent Discretionary Bonus or (b) six (6) months of Base Salary, both to be paid within five (5) business days from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination; and (ii) Company will provide Executive with the same or similar health care benefits (including life, subjectdental, howeverand vision, if any) as provided to Executive at the time of termination, such health care benefits to be provided for a period of twelve (12) 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: (i) any material reduction in the Executive’s responsibilities, duties, title or compensation of the Executive without the Executive’s written consent or (ii) if the Company gives notice to the provisions Executive that it will not renew this Agreement pursuant to Section 2 hereof, shall be deemed an Effective Termination Without Cause. Upon termination of Executive’s employment without cause or upon the 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 payments or to provide any further benefits to Executive under this Agreement will cease and terminate. If the independent members of the Board of Directors unanimously determine, at their sole election, that the Executive has materially not met his obligations as set forth in Section 4.11 above, but not to the full extent required to trigger termination for Cause as defined in subsection 5d., then termination of the Executive will be deemed to be a resignation and (y) payment governed under the terms of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)subsection 5b.

Termination Without Cause. At any time the Company Employer shall have the right to terminate this Agreement without cause at any time during the Term of Employment this Agreement by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination as specified in such noticenotice shall be referred to as the "Early Termination Date." Non-renewal of this Agreement shall not constitute termination without cause. Except as otherwise provided in Employer's benefit plans, (ii) continue to pay the by COBRA, or other law, Executive's right to participate in the benefit plans of Employer shall cease three (3) months following the Early Termination Date or the end of the Term, whichever period is longer ("Early Termination Benefits"). In the event Employer elects to terminate this Agreement without cause, in addition to any monies which Executive is entitled to receive pursuant to Employer's policies or benefit plans, Executive shall be entitled to receive his Base Salary for a period at his current rate of pay (the "Continuation PeriodBase Salary Payment") through the date on which the Term of Employment and any bonus payment he would otherwise have ended pursuant been entitled to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "BenefitsBonus Payment") through the end of the Continuation Period Term or for a period of three (3) months, whichever period of time is longer. Collectively, such "Base Salary Payment" and "Bonus Payment" may be hereinafter referred to as "Early Termination Payment". Executive's entitlement to such Early Termination Payment and Early Termination Benefits survives the Term of this Agreement. In other words, absent a renewal of this Agreement, if Executive is terminated without cause in month 14 of employment, he shall be entitled to an Early Termination Payment equal to three (3) months Base Salary Payment and Bonus Payment, if any, payable or otherwise based on performance during this period, and Early Termination Benefits for a period of three (3) months. The Base Salary less applicable deductions and withholdings shall be paid in equal installments (the "Installment Payments") during the period commencing on the Early Termination Date (the "Base Salary Payment Period") in accordance with Employer's payroll practices (but not less often than twice a month). However, if during the Base Salary Payment Period, Executive becomes self-employed or becomes employed by or becomes an independent contractor or consultant to another person or entity (collectively, "New Employment"), all future Installment Payments will be offset by any earnings or other monies received from the New Employment. Executive will immediately provide notice to Employer (in accordance with Paragraph 12 below) of any New Employment and provide Employer with documentation which reflects Employee's compensation with respect thereto. Employer shall be entitled to recover from Executive any overpayment of the Base Salary which results from Employee's failure to disclose New Employment or from Employee's failure to accurately inform Employer of the amount of compensation received by Employee in connection with such New Employment. Executive agrees that in the manner event this Agreement is terminated by Employer without cause, the Early Termination Payment shall constitute Executive's sole and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of exclusive remedy for the termination of his employment and the termination of this Agreement. Executive acknowledges he has been advised it is Employer's policy that payment of annual or other bonuses is solely a matter of Employer's discretion, and Executive agrees that in the event of his termination without cause, he has no legal right to the payment of the Bonus Payment or any other bonus, other than as specified above. Upon tender of any Bonus Payment by Employer, without any further action or notice on the part of any party, Executive, if he accepts such Bonus Payment, shall be deemed to have released Employer, its parents, subsidiaries, affiliates, successors and assigns, and the officers, directors, agents and employees of each of them, from any and all claims, liabilities, judgments and expenses (including attorney's fees) arising from Executive's employment pursuant with Employer and the termination thereof (including, but not limited to, claims arising from the termination of this Agreement), but not a release of any right Executive may have to this Section 5.4, then receive the Company shall pay the Executive cash equal to the value unpaid portion of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)Base Salary.

Termination Without Cause. At any (a) Without cause, Company may terminate this Agreement upon thirty (30) days' prior written notice to Employee. In such event, and if and only if Employee is not breach of the terms of Article 4, Employee shall be paid as severance pay his regular Base Salary from the date of termination for a period of six months and payable over that six month period in equal installments on the Company's regular payroll dates. if such termination without cause occurs prior to the time Employee has completed Permanent Relocation to Houston, Texas, then Employee shall be paid his regular Base Salary from the date of termination for a period of six (6) months. if such termination without cause occurs after Employee has completed his Permanent Relocation to Houston, Texas, and if such Permanent Relocation has been maintained, then Employee shall be paid his regular Base Salary from the date of termination for a period of twelve (12) months. Further, Employee shall be entitled to a pro rated Performance Bonus for such portion of the fiscal year in which he was employed (as determined by the date of termination) by the Company but no other severance shall be paid to Employee. Further, upon payment by the Employer to Employee of the above set forth Base Salary and pro rated Performance Bonus, Employee shall have no further rights and Employer no other liabilities or other obligations of any kind or nature under this Agreement except for accrued employee benefits to which Employee is already entitled. (b) Without cause, the right to Employee may terminate the Term of Employment by this Agreement upon thirty (30) days written notice to the ExecutiveCompany. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1In such event, 5.2, 5.3, 5.5 or 5.6), the Company Employee shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's be paid his regular Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months two weeks from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, but Employee shall not be entitled to any severance pay and shall not be entitled to any Performance Bonus for such portion of the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar fiscal year in which such termination occurs)he was employed prior to termination.

Termination Without Cause. At The Board may, for any time reason, without cause or a hearing, terminate this Agreement at any time. In consideration for the Company shall have the right to terminate the Term exercise of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)right, the Company District shall (i) pay to Superintendent the Executive remainder of any unpaid Base Salary through salary due under this Agreement, not to exceed twelve (12) months. Payments to Superintendent shall be made on a monthly basis unless the effective date parties agree otherwise. For purposes of termination specified in such noticethis Agreement, (ii) continue to pay the Executive's Base Salary for a period (term “salary” shall include only the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 Superintendent’s regular monthly base salary and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or include the value of any Benefits that would have accrued other stipends, reimbursements or benefits received under any plan 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 binding considered as final settlement pay and conclusive on shall not count for any retirement purposes; accordingly, no deductions shall be made for retirement purposes. The parties agree that any damages to the ExecutiveSuperintendent that may result from the Board’s early termination of this Agreement cannot be readily ascertained. For this purposeAccordingly, the Company may use as parties agree that the value 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 Benefit nature whatsoever, whether in law or equity, and does not result in a penalty. The parties agree that the cost District’s completion of its obligations under this provision constitutes the Superintendent’s sole remedy to the Company fullest extent provided by law. Finally, the parties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code sections 53260, et seq. Notwithstanding any other provision of providing that Benefit this Agreement to the Executive. Furthercontrary, if the Executive Board believes, and subsequently confirms through an independent audit, that the Superintendent has engaged in fraud, misappropriation of funds, or other illegal fiscal practices, then the Board may terminate the Superintendent and the Superintendent shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and not be entitled to the same extent cash, salary payments, health benefits or other non-cash settlement as if his employment hereunder terminated on set forth above. This provision is intended to implement the last day requirements of the Continuation PeriodGovernment Code section 53260(b). The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)Government Code section 53260 are incorporated into this Agreement by this reference.

Termination Without Cause. At 1. The Board may, for any time the Company shall have the right to reason, without cause or a hearing, terminate the Term of Employment by this Agreement at any time, immediately upon written notice to Interim Superintendent. In consideration for the Executive. Upon any termination exercise of this right, if the Board terminates this Agreement before its normal expiration (except pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1section XIII, 5.2, 5.3, 5.5 or 5.6A-I above), the Company District shall (i) pay to Interim Superintendent, from the Executive any unpaid Base Salary through the effective date of termination specified in such noticeuntil the expiration of this Agreement, (ii) continue to pay the Executive's Base Salary or for a period of sixty (60) days, whichever is less, Interim Superintendent’s base salary at the "Continuation Period") through the date rate in effect during Interim Superintendent’s last month of service. Payments shall be made on which the Term a monthly basis. 2. For purposes of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier this termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end without cause provision of the Continuation Period in Agreement, the manner term “salary” shall include only Interim Superintendent’s monthly base salary and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or include the value of any Benefits that would have accrued other payments, reimbursements or benefits received under any plan this Agreement. All payments made pursuant to this termination without cause provision shall be binding subject to applicable payroll deductions and conclusive shall be treated as compensation for state and federal tax purposes. No payments made pursuant to this termination without cause provision shall constitute creditable service or creditable compensation for retirement purposes, but instead shall be considered final settlement pay. Therefore, no retirement contributions shall be paid based on any payments made pursuant to this provision. 3. The Parties agree that any damages to Interim Superintendent that may result from the ExecutiveBoard’s early termination of this Agreement cannot be readily ascertained. For this purposeAccordingly, the Company may use as Parties agree that the value payments made pursuant to this termination without cause provision constitutes reasonable liquidated damages for Interim Superintendent, fully compensates Interim Superintendent for all tort, contract and other damages of any Benefit nature whatsoever, whether in law or equity, and does not result in a penalty. The Parties agree that the cost District’s completion of its obligations under this provision constitutes Interim Superintendent’s sole remedy to the Company of providing that Benefit to the Executivefullest extent provided by law. FurtherFinally, the Executive shall continue to vest Parties agree that this provision meets the requirements governing maximum cash settlements as set forth in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of terminationGovernment Code sections 53260, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)et seq.

Termination Without Cause. At any time Notwithstanding anything to the contrary contained herein, the Company shall have the right to terminate the Term employment of Employment by written notice Executive at any time without Cause. Subject to the Executive. Upon any termination pursuant to this Section 5.4 subsection (that is not e) below, upon a termination under without Cause, except as provided in Section 15, this Agreement shall terminate and the Executive shall not be entitled to receive any of Sections 5.1compensation or other benefits, 5.2, 5.3, 5.5 or 5.6), except that the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) Entitlement Date continue to pay to Executive the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred effect immediately prior to the date of termination, subject, however, such payments to be made in installments at the provisions of Section 4.1times such amounts would have been paid if the Agreement had not been so terminated, and (yii) payment of compensation pay to the Executive, when otherwise due in accordance with Section 4, the Bonus, if any, earned for unused vacation days that have accumulated during the calendar 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 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 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. 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).

Termination Without Cause. At any time If the Company shall have the right elects to terminate your employment for reasons other than just cause, then it may do so, for any reason not prohibited by statute, by providing you with the Term following: (a) The greater of: i. seventy eight weeks’ notice or payment of Employment by written Base Salary in lieu of such notice; and ii. the minimum amount of notice or pay in lieu of notice as is required to be provided to you pursuant to the Executive. Upon any termination pursuant provisions of Ontario Employment Standards Act, 2000; (b) one and a half times the average actual amounts paid as STI during the prior two years; (c) in addition to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (ib) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued pro rated STI for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior year worked to the date of termination, subject, however, termination based on paragraph 5 (d) Any statutory severance pay that may be required to be provided to you pursuant to the provisions of Section 4.1the Employment Standards Act, 2000; and (e) The continuation of any statutorily prescribed benefits for the minimum amount of time prescribed by the provisions of the Employment Standards Act, 2000. The Employee understands and agrees that as a condition of receiving any payments pursuant to the above paragraph 8(ii)(a) that exceed the statutory entitlements provided by the ESA, the Employee will be required to execute a release in favor of the Company, immediately execute written resignations from any position as officer or director of the Company or any of its subsidiaries and affiliates, as well as immediately comply with section 7 of the Intellectual Property and Confidential Information Agreement. The Employee also understands and agrees that the Employee shall be obligated to use all reasonable efforts to mitigate any and all damages suffered as a result of termination, with all remuneration received as a result of such mitigation forming a credit to those payments that are due by the Company to the Employee pursuant to paragraph 8(ii)(a), which are in excess of the statutory entitlements provided by the ESA. If you are then participating in any incentive compensation plan/program, then incentive compensation (yif any) payment owing to you will be calculated and paid out in the usual manner and at the usual time in accordance with the terms of compensation for unused vacation days the applicable plan/program then in effect, but subject to the terms and conditions of the applicable plan on termination or resignation of employment. Notwithstanding anything in this agreement, the Company guarantees that have accumulated during you will at all times receive your minimum entitlements under the calendar year governing employment standards legislation in force at the time of your termination from employment. Any payments made pursuant to the above provisions are in full satisfaction of any amounts owing to you including statutory entitlements and common law damages in any way related to your employment. You specifically acknowledge that by entering into this agreement you are hereby forfeiting your right to claim common law notice of termination, which such may be greater than the amount of notice required to be provided to you pursuant to the provisions of this Agreement. These termination occurs)provisions will apply throughout your employment with the Company regardless of any changes to your salary, benefits, position title, or job responsibilities.

Termination Without Cause. At any time the Company (1) If Bank terminates Employee without cause, Employee shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall receive: (i) pay to the Executive any unpaid Base Salary through Continued payment, in accordance with Bank’s standard payroll practices, of Employee’s then-current base salary from the effective date of termination specified in such notice, through the remainder of the Term but not less than for a period of one (1) year; (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on The pro rata portion of any incentive compensation earned but not yet paid, which the Term of Employment would have ended pursuant to Section 2 hereof shall be calculated in the absence of an earlier termination pursuant to this Section 5 but ordinary course and paid in no event for more than six (6) months from notice of termination hereunder, accordance with Bank’s standard payroll practices; and (iii) Reimbursement of expenses described in Section 6(e) incurred but not yet reimbursed. In addition, for the three (3) calendar months following the effective date of Employee’s termination without cause, Employee (and, where applicable, his dependents) shall be entitled to continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period participation in the manner group insurance plans maintained by Bank, including life, disability and health insurance programs, as if he were still an employee of Bank. Where applicable, Employee’s salary for purposes of such plans shall be deemed to be equal to his annual salary in effect immediately prior to such termination. To the extent that Bank finds it not feasible to obtain coverage for Employee under its group insurance policies during such three (3) month period, Bank shall provide Employee with individual policies which offer at such times as least the Incentive Compensation or Benefits otherwise would have been payable or provided to same level of coverage and which impose not more than the Executivesame costs on Employee. In The foregoing notwithstanding, in the event that the Company is unable Employee becomes eligible for comparable group insurance coverage in connection with new employment, Bank’s obligation to provide the Executive with any Benefits coverage under this paragraph shall terminate immediately upon Employee’s eligibility for such coverage. Any group health continuation coverage that Bank is required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit offer under the planConsolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) shall commence upon Employee’s election to participate therein at such time as coverage under this paragraph terminates, and continue for the such period during which such Benefits could not be provided of time as allowed under the plansCOBRA regulations. The Company's good faith determination of the amount Employee acknowledges that would have been contributed or the value of any Benefits COBRA coverage will be at his own cost and expense and 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 failure by him to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) submit timely payment of compensation for unused vacation days that have accumulated during the calendar year premiums therefor will result in cancellation of COBRA coverage. Employee’s rights under other employee benefit plans in which such termination occurs)he may have participated will be determined in accordance with the written plan documents governing those plans.

Termination Without Cause. At any time If the Company shall have terminates Employee's employment without Cause or Employee resigns for Good Reason (defined below), Employee will receive his regular salary, benefits and other compensation through the right to terminate termination date, including any bonus earned for the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (prior fiscal year that is not a unpaid as of the termination under any of Sections 5.1date. In addition, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of Employee will receive an earlier termination pursuant to this Section 5 but in no event for more than additional six (6) months from notice of his base salary in effect as of such termination hereunderdate and any performance bonus (or portion thereof) payable to Employee for the current fiscal year for objectives or business results actually achieved as of the termination date, if any, as determined by the Compensation Committee. This base salary will be paid according to the Company's payroll procedures during the six (6) month period following the termination date. Employee's receipt of any severance benefits under this Section 3(b) is contingent upon Employee signing and not revoking the Release Agreement (attached as Exhibit A) and Employee signing and not revoking a "Separation Agreement" in a form reasonably acceptable to Employee and the Company. The Separation Agreement will include (i) a mutual obligation to maintain the Separation Agreement in confidence, subject to disclosure by the Company as reasonably necessary to implement the terms of the Separation Agreement, disclosure by Employee to Employee's spouse, legal counsel and accountant; and disclosure by either party in response to a subpoena, order or as otherwise required by law; (ii) a mutual obligation for non-disparagement; (iii) continue an obligation for Employee's future cooperation with Company in response to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof investigations, administrative claims, or judicial proceedings (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company will pay Employee reasonable expenses and will pay Employee a reasonable hourly rate for Employee's time after the time period encompassed by Employee's salary continuation (maximum of two years and minimum of one year) has expired); (iv) an obligation to promptly notify the Company in the event Employee is unable requested and/or subpoenaed to provide testify in any administrative and/or judicial proceeding concerning the Executive Company and/or Employee's employment with the Company; (v) an obligation to reasonably cooperate with the Company and its legal counsel with respect to testimony in civil matters, and testimony in administrative and/or criminal matters in which Employee's penal interests are not potentially affected; (vi) an obligation not to solicit or encourage any Benefits required hereunder by reason current and/or former employee of the termination of Company to become adverse to and/or commence legal proceedings against the Executive's employment pursuant to this Section 5.4, then Company; and (vii) such other matters as the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. 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 counsel and Employee's counsel reasonably agree are reasonable to be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)incorporated into an employee separation agreement with executive employees.

Termination Without Cause. At any time the Company Employer shall have the right to terminate this Agreement without cause at any time during the Term of Employment this Agreement by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination as specified in such noticenotice shall be referred to as the "Early Termination Date." Non-renewal of this Agreement shall not constitute termination without cause. Except as otherwise provided in Employer's benefit plans, (ii) continue to pay the by COBRA, or other law, Executive's right to participate in the benefit plans of Employer shall cease three (3) months following the Early Termination Date or the end of the Term, whichever period is longer ("Early Termination Benefits"). In the event Employer elects to terminate this Agreement without cause, in addition to any monies which Executive is entitled to receive pursuant to Employer's policies or benefit plans, Executive shall be entitled to receive his Base Salary for a period at its current rate of pay (the "Continuation PeriodBase Salary Payment") through the date on which the Term of Employment and any bonus payment he would otherwise have ended pursuant been entitled to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "BenefitsBonus Payment") through the end of the Continuation Period Term or for a period of three (3) months, whichever period of time is longer. Collectively, such "Base Salary Payment" and "Bonus Payment" may be hereinafter referred to as "Early Termination Payment". Executive's entitlement to such Early Termination Payment and Early Termination Benefits survives the Term of this Agreement. In other words, absent a renewal of this Agreement, if Executive is terminated without cause in month 14 of employment, he shall be entitled to an Early Termination Payment equal to three (3) months Base Salary Payment and Bonus Payment, if any, payable or otherwise based on performance during this period and Early Termination Benefits for a period of three (3) months. The Base Salary less applicable deductions and withholdings shall be paid in equal installments (the "Installment Payments") during the period commencing on the Early Termination Date (the "Base Salary Payment Period") in accordance with Employer's payroll practices (but not less often than twice a month). However, if during the Base Salary Payment Period, Executive becomes self-employed or becomes employed by or becomes an independent contractor or consultant to another person or entity (collectively, "New Employment"), all future Installment Payments will be offset by any earnings or other monies received from the New Employment. Executive will immediately provide notice to Employer (in accordance with Paragraph 12 below) of any New Employment and provide Employer with documentation which reflects Employee's compensation with respect thereto. Employer shall be entitled to recover from Executive any overpayment of the Base Salary which results from Employee's failure to disclose New Employment or from Employee's failure to accurately inform Employer of the amount of compensation received by Employee in connection with such New Employment. Executive agrees that in the manner event this Agreement is terminated by Employer without cause, the Early Termination Payment shall constitute Executive's sole and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of exclusive remedy for the termination of his employment and the termination of this Agreement. Executive acknowledges he has been advised it is Employer's policy that payment of annual or other bonuses is solely a matter of Employer's discretion, and Executive agrees that in the event of his termination without cause, he has no legal right to the payment of the Bonus Payment or any other bonus, other than as specified above. Upon tender of any Bonus Payment by Employer, without any further action or notice on the part of any party, Executive, if he accepts such Bonus Payment, shall be deemed to have released Employer, its parents, subsidiaries, affiliates, successors and assigns, and the officers, directors, agents and employees of each of them, from any and all claims, liabilities, judgments and expenses (including attorney's fees) arising from Executive's employment pursuant with Employer and the termination thereof (including, but not limited to, claims arising from the termination of this Agreement), but not a release of any right Executive may have to this Section 5.4, then receive the Company shall pay the Executive cash equal to the value unpaid portion of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)Base Salary.

Termination Without Cause. At The Board may, for any time reason, without cause or a hearing, terminate this Agreement at any time. In consideration for the Company shall have the exercise of this right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)without cause, the Company District shall (i) pay to the Executive Superintendent from the date of termination until the expiration of this Agreement, or for a period of twelve (12) months, whichever is less, a sum equal to the difference between Superintendent's salary at the rate in effect during the Superintendent's last month of service and the amount which the Superintendent earns from any unpaid Base Salary through other employment-related source (whether as employee, independent contractor, consultant or self-employed). As a condition of payment, the Superintendent shall be obligated to immediately seek other employment and to notify the District in writing immediately if the Superintendent earns income from any employment-related source as defined above. Any such termination shall be in writing, shall specify the effective date of termination specified in such noticethe termination, (ii) continue to pay and shall terminate all of the ExecutiveSuperintendent's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive employment rights and entitlements with the benefits he/she was receiving under Sections 4.2 District. The Superintendent shall execute a full release of claims against the District and 4.4 hereof (the "Benefits") through the end its officers, agents, and employees as a condition of receipt of the Continuation Period in severance payment; otherwise, no severance payment shall be required and termination shall be effective, nonetheless. For purposes of this Agreement, the manner term "salary" shall include only the Superintendent's regular monthly base salary and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or include the value of any Benefits that would have accrued other stipends, allowances, reimbursements, or benefits received under any plan this Agreement. All payments made pursuant to this termination without cause provision shall be binding subject to applicable payroll deductions and conclusive on shall be treated as compensation for state and federal tax purposes. No payments made pursuant to this early termination provision shall constitute creditable service or creditable compensation for retirement purposes. Payments made pursuant to this termination without cause provision shall be considered as final settlement pay and shall not count for any retirement purpose; accordingly, no deductions shall be made for retirement purposes. If the Executive. For this purposeSuperintendent is terminated without cause and elects to retire instead of fulfilling the Superintendent's obligation to seek other employment as set forth above, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. FurtherParties agree that, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to effective upon the date of terminationthe Superintendent's retirement with Ca1STRS or Ca1PERS, subject, however, the amount payable to the provisions Superintendent as salary shall be reduced by the amount of Section 4.1retirement income earned by the Superintendent from Ca1STRS or Ca1PERS. In addition, in consideration for the exercise of this right to terminate this Agreement without cause, the Superintendent shall also be entitled to continue participation in the District’s health and welfare benefit program on the same terms and conditions as described herein in this Agreement for the remainder of the unexpired term of this Agreement, or a period of twelve (12) months, or until the Superintendent obtains other employment, 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 fully compensates the Superintendent for all tort, contract, and (y) payment other damages of compensation for unused vacation days any nature whatsoever, whether in law or equity, and does not result in a penalty. The Parties agree that have accumulated during the calendar year District's completion of its obligations under this provision constitutes the Superintendent'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 which such termination occurs)Government Code sections 53260, et seq.

Termination Without Cause. At any time the Company shall have the right to terminate the Term of Employment Executive's employment hereunder by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1; provided, 5.2however, 5.3, 5.5 or 5.6)that, the Company shall (i) pay to the Executive any unpaid Base Salary accrued through the effective date of termination specified in such notice, (ii) continue to notice and shall pay the Executive's Executive severance payments and provide him with severance benefits as follows: (a) The Company shall pay the Executive his Base Salary for a period (Salary, in twelve equal installments, with the "Continuation Period") through the date first such installment commencing on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but such effective date; provided, however, that in no event for more than six shall the Company be obligated to continue such payments beyond the Initial Term. (6b) months from notice For a two (2) year period after the effective date of termination hereundertermination, (iii) continue the Company shall arrange to provide the Executive with benefits substantially similar to the benefits he/she that the Executive was then currently receiving or entitled to receive under Sections 4.2 the Company's life, disability, accident and 4.4 hereof group health insurance plans or any similar plans in which the Executive was participating immediately prior to such effective date of termination (the "Welfare Benefits") through at a cost to the end of Executive which shall be no greater than the Continuation Period cost to the Executive in the manner and effect at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided effective date of termination; provided, however, that to the Executive. In the event that extent any such coverage is prohibited by any judicial or legislative authority, the Company is unable shall make alternative arrangements to provide the Executive with any Benefits required hereunder by reason of Welfare Benefit Plans, including, but not limited to, providing the termination of Executive with a payment in an amount equal to the Executive's employment cost of purchasing said Welfare Benefits. Benefits otherwise receivable by the Executive pursuant to this Section 5.4, then the Company immediately preceding sentence shall pay the Executive cash equal be reduced to the value of the Benefit that otherwise would have accrued for extent comparable benefits are actually received on the Executive's benefit under behalf during the plan, for the two (2) year period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on following the Executive. For this purpose's termination, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, and such benefits actually received by the Executive shall continue be reported to vest the Company. Notwithstanding anything set forth in this Section 5.4(b), in no event will the Company be obligated to pay a greater annual amount for the Welfare Benefits during such two (2) year period than it paid for such Welfare Benefits in the Executive's Stock Options through the end last year of the Continuation Period in the same manner and to the same extent as if his Executives employment hereunder terminated on the last day of the Continuation Periodhereunder. The Company shall have no further liability to the Executive hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).

Termination Without Cause. At any time The Chief Executive Officer and Compensation Committee of the Company Board shall have the right to terminate Executive’s employment with the Term Company at any time without Cause by giving notice as described in Section 5.6 of Employment this Agreement. a) In the event Executive’s employment is terminated by written notice to the Company without Cause or for a reason other than Executive. Upon any termination ’s death, disability or cessation of the Company’s business pursuant to this Section 5.4 (that is not a termination under any of Sections 5.15.5 below, 5.2, 5.3, 5.5 or 5.6), Paradigm will continue to pay Executive his salary at the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified (less applicable deductions and withholdings), and provide his healthcare benefits in such notice, effect on the date of his termination through reimbursement of COBRA expense (iiless applicable employee premium sharing amounts) continue for a maximum time period of up to pay twelve (12) months following the Executive's Base Salary for ’s final date of employment. These payments will only be made if: 1) Executive executes a period (the "Continuation Period") through general release of all claims against Paradigm, including but not limited to language waiving any and all claims Executive has or has had against Paradigm or relating to any event or claim occurring prior to the date on of the release, any state law claims and claims under federal employment law statutes, or any claims relating to his employment by or separation from Paradigm and language including a confidentiality and non-disparagement provision with language acceptable to the Company no later than twenty-one (21) days after the date of termination (or within 45 days of the date of termination if the separation is subject to the Older Workers Benefit Protection Act; the parties agree that the determination of whether this Act applies will be made solely by Paradigm), and 2) for the first twelve (12) months of employment, should such separation occur, Executive must use diligent documented efforts to obtain other employment, which must be documented in detail monthly in writing to the Term of Employment would have ended pursuant Company’s VP, Human Resources. Executive will only receive the salary and benefits as set forth above during this maximum twelve (12) month-period as long as he is unable to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event secure comparable regular, full time employment or a consulting engagement lasting for more than six (6) months from notice at a commensurate level of termination hereundercompensation. To the extent compensation received as a consultant is less than compensation received prior to separation, (iii) continue the Company shall offset against amounts otherwise due Executive the foregoing amounts of compensation, and pay the difference to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In Executive shall have an obligation to notify the event Company of any positions he accepts in any capacity during the applicable severance period. Executive must submit written resignation of any committee seat, regular or ex-officio. The parties agree that Paradigm’s Vice President of Human Resources will determine and make the final decision on whether Executive has made diligent efforts to obtain other employment, and receive benefits, under this paragraph. For the period following the first twelve (12) months of employment, Executive need not report employment efforts and the contingency of engaging in good faith efforts to seek other employment is waived. b) Executive shall not receive severance pay or continuation of benefits unless and until the above-referenced release of all claims becomes effective, and can no longer be revoked under its terms. c) If the Company is unable to provide the Executive acquired or a change of control of ownership with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. 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 respect to the Company (as defined below) occurs at anytime during the twelve (12) month severance period, described above, all amounts of providing that Benefit to salary and the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end cash equivalent of the Continuation Period in cost of COBRA expense for the same manner and to the same extent as if his employment hereunder terminated on the last day remainder of the Continuation Period. The Company twelve (12) month period shall have no further liability hereunder be due and payable to Executive in full. d) If Paradigm is acquired or a change of control of ownership with respect to Paradigm (other than as defined below) occurs, Paradigm will increase two-fold for (x) reimbursement for reasonable business expenses incurred each option grant the amount of stock options otherwise vested effective immediately prior to the date closing of terminationsuch a transaction up to a maximum of 100%. If position redundancy occurs within twelve (12) months of a change of control, subject, however, Executive is entitled to the provisions a full twelve (12) months of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)severance pay on a non-contingent basis.

Termination Without Cause. At any time Upon a termination of Employee’s employment hereunder without “cause”, in recognition of such termination and Employee’s agreement to be bound by the Company covenants contained in Sections 8, 9 and 10 hereof, Employee shall have the right be entitled to terminate the Term of Employment by written notice receive a lump sum severance payment equal to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any sum of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid his then current annual Base Salary through for the effective date remainder of termination specified in such noticethe Term (assuming there is no extension of the Term), but no less than one year of his then current Base Salary, and (ii) continue the highest cash bonus paid to pay Employee over the Executive's Base Salary prior thirty six month period, or the amount accrued during the current year for a period Employee’s cash bonus for that year, whichever is higher. This lump sum severance payment shall be made to Employee no later than thirty (the "Continuation Period"30) through days after the date on upon which the Term of Employment would have ended pursuant to Section 2 hereof his employment with Employer shall be terminated for other than cause as provided in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six subsection (6) months from notice of termination hereunderc). In addition, (iii) Employer shall continue to provide the Executive Employee with hospital, health, medical and life insurance, and any other like benefits in effect at the benefits he/she was receiving time of such termination, on the terms and conditions under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at which they were offered to Employee prior to such times as the Incentive Compensation or Benefits otherwise would have been payable or provided termination for a period equal to the Executiveremaining Term, but no less than one year. In the event that the Company Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the Executive with any Benefits required hereunder by reason 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 continue such coverage pursuant to the terms of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plansComprehensive Omnibus Budget Reconciliation Act. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company Employee shall have no further liability hereunder (duty to mitigate damages in connection with his termination by Employer without “cause”. However, if the Employee obtains new employment and such new employment provides for hospital, health, medical and life insurance, and other than for (x) reimbursement for reasonable business expenses incurred prior benefits, in a manner substantially similar to the date benefits payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of terminationthe continuation of Employee’s hospital, subjecthealth, howeverand 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 provisions of Section 4.1, extent eligible to do so under the Code and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)state law.

Termination Without Cause. At Employer may terminate this Agreement without cause at any time the Company shall have the right to terminate the Term of Employment by giving thirty (30) days prior written notice to Employee. "Without cause" termination shall include Employer's notice to Employee of its intent not to renew this Agreement in accordance with the Executiveprovisions of Section 1 hereof. Upon any termination pursuant to If Employer terminates this Section 5.4 (that is not a termination under any of Sections 5.1Agreement without cause, 5.2, 5.3, 5.5 or 5.6), Employer shall pay Employee the Company shall following in accordance with Employer's payroll practices: (i) pay to the Executive any earned but unpaid Base Salary and accrued paid time off through the effective date of Employee's termination; (ii) Employee's annual Base Salary over the subsequent 12 months (such 12 month period, the "Severance Period"); (iii) reimbursement of expenses incurred by Employee through the effective date of termination specified which are reimbursable pursuant to this Agreement; (iv) the Employee's vested portion of any Magellan deferred compensation or other benefit plan, as determined in accordance with the provisions of such noticeplan; and (v) any other sums due and owing Employee as of the date of termination. The payments to be made to Employee pursuant to this Section 6(c) shall, (ii) unless otherwise required to be made under the terms of a benefit plan, be contingent upon Employee executing and delivering to Magellan upon or as soon as practicable after the effective date of the termination of his employment a release in the form attached to this Agreement as Exhibit B, and Employee not having given notice of cancellation thereof in accordance therewith during the period provided thereby. Employee may elect "COBRA coverage" so as to continue health, dental, and vision insurance during the Severance Period and beyond. If COBRA coverage is elected, Employer will continue to pay the ExecutiveEmployer's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued contribution rate for the Executive's benefit under the planhealth, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1dental, and (y) payment of compensation for unused vacation days that have accumulated vision insurance during the calendar year in which such termination occurs)Severance Period as it does for continuing employees; it being understood that currently Employer makes no contribution to dental or vision insurance coverage for its employees.

Termination Without Cause. At If, for any time the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon reason, without cause or a hearing, at any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)time, the Company Board determines, in its sole discretion, that such action is in the best interest of the District, the Board may unilaterally terminate this Agreement. In consideration for the exercise of this right, the District shall (i) pay to Deputy Superintendent and Chief Financial Officer from the Executive any unpaid Base Salary through the effective date of termination specified in such noticeuntil the expiration of this Agreement, (ii) continue to pay the Executive's Base Salary or for a period of twelve (the "Continuation Period"12) through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereundermonths, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company whichever 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 5.4less, then the Company shall pay the Executive cash a sum equal to Deputy Superintendent and Chief Financial Officer's base salary. Payments to Deputy Superintendent and Chief Financial Officer shall be made on a monthly basis unless the value parties agree in writing otherwise. For purposes of this Agreement, the Benefit that otherwise would have accrued for the Executiveterm "salary" shall include only Deputy Superintendent and Chief Financial Officer's benefit under the plan, for the period during which such Benefits could regular monthly base salary and shall not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or include the value of any Benefits that would have accrued other stipends, reimbursements or benefits received under any plan this Agreement. All payments made pursuant to this termination without cause provision shall be binding subject to applicable payroll deductions and conclusive on shall be treated as compensation for state and federal tax purposes. No payments made pursuant to this early termination provision shall constitute creditable service, creditable compensation or compensation earnable for CalSTRS or CalPERS retirement purposes. Payments made pursuant to this termination without cause provision shall be considered as final settlement pay; accordingly, no deductions shall be made for retirement purposes. Deputy Superintendent and Chief Financial Officer shall also be entitled to a continued District contribution toward health benefits, as those benefits may change from time-to-time, for the Executiveremainder of the unexpired term of this Agreement, for a period of twelve (12) months, or until Deputy Superintendent and Chief Financial Officer obtains other employment, whichever occurs first. For The parties agree that any damages to Deputy Superintendent and Chief Financial Officer that may result from the Board's early termination of this purposeAgreement without cause cannot be readily ascertained. Accordingly, the Company may use 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 Deputy Superintendent and Chief Financial Officer, fully compensates Deputy Superintendent and Chief Financial Officer for all contract damages of any nature whatsoever, whether in law or equity, and does not result in a penalty. The parties agree that the District's completion of its obligations under this provision constitutes Deputy Superintendent and Chief Financial Officer's sole remedy to the fullest extent provided by law. Finally, the parties agree that this provision meets the requirements governing maximum cash settlements as set forth in Government Code section 53260 et seq., and that any payment of cash or other consideration to Deputy Superintendent and Chief Financial Officer pursuant to a settlement agreement resulting from the termination of this Agreement by the Board is subject to the limitations and requirements contained in Government Code sections 53260 et seq., and other applicable provisions of law, as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)law may be amended from time-to-time.

Termination Without Cause. At any time In the event Executive’s employment with the Company shall have is terminated by the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (i) pay subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements , and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary Company’s normal payroll practices. Any unpaid AICP bonus for a period (year preceding the "Continuation Period") through calendar year of Executive’s Date of Termination shall be paid when the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 AICP bonus for other participants is paid but in no event for more later than six (6) months from notice March 15th of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through calendar year following the end of the Continuation Period in calendar year of the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executiveapplicable AICP bonus. 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 5.4addition, then the Company shall pay Executive his award under any AICP for the Executive cash equal to calendar year of his Date of Termination (a) calculated on the value basis of the Benefit Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that otherwise would have accrued for may be applicable to result in a maximum bonus), (b) paid on the Executive's benefit under basis of a deemed 12-month calendar year participation in the plan, for and (c) payable at the period during which such Benefits could not be provided under same time other participants in the plans. The Company's good faith determination plan receive payment but no later than March 15th of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through calendar year following the end of the Continuation Period 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 same manner Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the same extent as if his employment hereunder terminated on the last day terms and conditions of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior applicable plan documents and arrangements, as amended from time to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)time.

Termination Without Cause. At In the event of termination of the Executive’s employment hereunder by Company “Without Cause” (other than for a Termination for a Change of Control hereinafter separately provided for) the Executive shall be entitled to the following severance pay and benefits: (i) Severance Pay - severance payments in the form of continuation of the Executive’s base salary as in effect immediately prior to such termination for a period of 12 months following the effective date of such termination. (ii) Benefits Continuation - continued coverage under the Company’s medical care and life insurance benefit plans in which the Executive is participating at the time of termination, on the same terms as applicable to other executive employees of the Company from time to time, over the same period with respect to which the Executive’s base salary is continued as provided in Section 9(b)(i) hereof; provided, however, that the Company’s obligation to provide such coverages shall be terminated if the Executive obtains substitute coverage from another employer of the Executive at any time during the continuation period; the Executive shall be 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 shall have premiums paid at the right to terminate the Term of Employment by written notice same percentage as prior to the Executive. Upon any termination pursuant to this Section 5.4 (that ’s termination; provided that, if COBRA continuation coverage is not a termination otherwise earlier terminated under any applicable law, then, in lieu of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)coverage, the Company shall (i) will pay its share of the monthly Company premium in effect prior to the termination of COBRA continuation coverage directly to the Executive any unpaid Base Salary through each month for the remainder of the relevant period; and (iii) Stock Options - all options to purchase shares of the Company’s common stock held by the Executive and which are vested immediately prior to termination of employment shall become exercisable for a period of six months following the effective date of termination specified in such notice, of employment. (iiiv) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive 409A Compliance - notwithstanding any other provision with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided respect to the Executive. In timing of payments under Section 9(b), if, at the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination time of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. 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’s termination, the Executive shall continue is deemed to vest in the Executive's Stock Options through the end be a “specified employee” of the Continuation Period in Company within the same manner and meaning of Section 409A(a)(2)(B)(i) of the Code, then only to the same extent as if his employment hereunder terminated on necessary to comply with the last requirements of Section 409A of the Code, any payments to which the Executive may become entitled under Section 9(b) which are subject to Section 409A of the Code (and not otherwise exempt from its application) will be withheld until the first business day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to seventh month following the date of termination, subject, however, at which time the Executive shall be paid an aggregate amount equal to six months of payments otherwise due to the provisions Executive under the terms of Section 4.19(b) as applicable. After the first business day of the seventh month following the date of termination and continuing each month thereafter, and (y) payment the Executive shall be paid the regular payments otherwise due to the Executive in accordance with the terms of compensation for unused vacation days that have accumulated during the calendar year in which such termination occursSection 9(b), as thereafter applicable.

Termination Without Cause. At any time If Executive’s employment is terminated by 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 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6other than for Cause), Executive will be entitled to all accrued and unpaid Base Salary, accrued prior year bonuses and other accrued benefits and expense reimbursements through the Company shall date of termination, plus he will be entitled to receive the following severance benefits: (i) pay Executive will be entitled to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue receive a severance amount equal to pay the Executive's his then current Base Salary for a period of nine (the "Continuation Period"9) through months from the date on which of termination, plus a bonus equal to the Term greater of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than (a) Executive’s most recent Discretionary Bonus or (b) six (6) months of Base Salary, both to be paid within five (5) business days from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination; and (ii) Company will provide Executive with the same or similar health care benefits (including life, subjectdental, howeverand vision, if any) as provided to Executive at the time of termination, such health care benefits to be provided for a period of nine (9) 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: (i) any material reduction in the Executive’s responsibilities, duties, title or compensation of the Executive without the Executive’s written consent or (ii) if the Company gives notice to the provisions Executive that it will not renew this Agreement pursuant to Section 2 hereof, shall be deemed an Effective Termination Without Cause. Upon termination of Executive’s employment without cause or upon the 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 payments or to provide any further benefits to Executive under this Agreement will cease and terminate. If the independent members of the Board of Directors unanimously determine, at their sole election, that the Executive has materially not met his obligations as set forth in Section 4.11 above, but not to the full extent required to trigger termination for Cause as defined in subsection 5d., then termination of the Executive will be deemed to be a resignation and (y) payment governed under the terms of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)subsection 5b.

Termination Without Cause. At (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or within twelve (12) months after a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without cause at any time upon providing you with the Company shall have the right to terminate the Term notice or pay in lieu of Employment by written notice to which you are entitled under the ExecutiveStatutory Notice. Upon any termination pursuant to this Section 5.4 (that is not In exchange for and conditional upon you signing and returning a termination under any full and final Release of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)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) pay subject to the Executive any unpaid Base Salary through applicable insurer’s terms of coverage, the effective date Company will arrange for you to continue to receive group benefits insurance coverage up to the earlier of termination specified in such notice(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 Equity Incentive Plan and any subsequent incentive compensation plan, the stock options and other deferred compensation will continue to pay the Executive's Base Salary vest for a period of three (the "Continuation Period"3) through months after the date on which your employment terminates and all vested stock options and other deferred compensation will be exercisable until the Term earlier of Employment would have ended pursuant to Section 2 hereof in the absence original expiry date of an earlier termination pursuant to this Section 5 but in no event for more than the stock options and deferred compensation and the date that is six (6) months from after the date your employment terminates. Any payment in lieu of notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executiveyou 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. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could You will not be provided entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, accrued and owing under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior Agreement up to the date of termination, subject, however, to the provisions termination of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)your 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 5.4 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's ’s Base Salary for a period of twelve (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (612) months from notice of termination hereunderhereunder (the “Continuation Period”), (iii) continue to provide the Executive with the benefits he/she was receiving under Sections Section 4.2 and 4.4 hereof (the "“Benefits"”) through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive and (iv) within thirty days of Executive’s termination, pay 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 ’s employment pursuant to this Section 5.45.2, then the Company shall pay the Executive make a cash payment, within thirty days of Executive’s termination, equal to the value of the Benefit Benefits that otherwise would have accrued for the Executive's ’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's ’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in vesting of the Executive's ’s Stock Options through the end of the Continuation Period in the same manner and Options, if any, shall be subject to the same extent as if his employment hereunder terminated on terms of any option agreement(s) to which the last day of Executive and the Continuation PeriodCompany are parties. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). For all purposes under this Agreement, the failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and (y) payment of compensation for unused vacation days that have accumulated during conditions hereunder shall be treated as if the calendar year in which such termination occurs)Company terminated this Agreement pursuant to this Section 5.2.

Termination Without Cause. At (a) Company may terminate Executive's employment relationship with Company at any time the without Cause upon ninety (90) days written notice. Notwithstanding termination of Executive under this Section 10, Company shall continue to pay Executive's Base Compensation, as such Base Compensation would have accrued through a twenty-four (24) month period following the right expiration of the 90-day notice period and Fringe Benefits, if permitted by law and the Company's insurance plans at the time, and prorated Annual Bonus through the expiration of the 90-day notice period, and vested Stock and Stock Options (all of which will fully vest upon such termination), so long as Executive executes and does not revoke a Separation Agreement and General Release Agreement acceptable to Company which will be substantially in the terms and form attached hereto as Exhibit "A". (b) Executive may terminate his employment with Company for any or no reason, upon ninety (90) days written notice. If such notice is provided by Executive, Employer, in its sole discretion, may waive the Term notice period or any portion thereof, with pay (Base Compensation) and reimbursement by Company of Employment by written Executive's COBRA premiums to Executive for the remaining notice to the Executiveperiod. Upon any termination pursuant to by Executive of his employment under the provisions of this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6Subsection 10(b), the Company shall have no obligation to Executive for Base Compensation, Annual Bonus, Fringe Benefits or any other form of compensation or benefits other than (ia) pay to the Executive any unpaid amounts of Base Salary Compensation, vested Stock and Stock Options accrued through the effective date of termination, and (b) reimbursement of appropriately documented expenses incurred by Executive before the termination specified in such noticeof employment, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the extent that Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided entitled to the such reimbursement but for his termination of his employment. (c) Termination of Executive. In the event that 's employment pursuant to Sections 7 through 10 shall release the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination all its liabilities and obligations under this Agreement, except as expressly provided in Sections 7 through 10. Termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subjectnot, however, release Executive from Executive's obligations and restrictions as stated in Sections 11 and 12 of this Agreement. (d) Executive 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 provisions time of Section 4.1Executive's termination since this Agreement supersedes all such plans, practices and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)policies.

Termination Without Cause. At any time the Company shall have the right to Either Executive or Ceridian may terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Agreement and Executive's Base Salary for a period (the "Continuation Period") through the date employment without cause on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executiveleast 75 days' written notice. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the this Agreement and of Executive's employment pursuant to this Section 5.44.03, then compensation shall be paid as follows: (a) if the Company notice of termination is given by Executive at any time Executive shall pay be paid at the usual rate of his or her annual Base Salary through the date of termination specified in such notice (but not to exceed 75 days); (b) if the notice of termination is given by Ceridian and effective prior to Executive's 65th birthday, (1) Executive cash equal to shall be paid at the usual rate of his or her annual Base Salary through the date of termination specified in the notice provided, however, that Ceridian shall have the option of making termination of the Agreement and Executive's employment effective immediately upon notice in which case Executive shall be paid a lump sum representing the value through a notice period of 75 days worth of salary; and (2) Executive shall receive, starting within 15 days following termination, a payment equivalent to one years' Base Salary payable, at the Benefit that otherwise would have accrued for sole discretion of Ceridian, in either the Executive's benefit under the plan, for the form of a lump sum payment or on a regular payroll period during which such Benefits could not be provided under the plansbasis. 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. FurtherIn addition, the Executive shall continue receive the bonus, if any, to vest which Executive would otherwise have become entitled under all Ceridian bonus plans in effect at the Executive's Stock Options through time of termination of this Agreement had Executive remained continuously employed for the end of the Continuation Period full fiscal year in which termination occurred and continued to perform his or her duties in the same manner as they were performed immediately prior to termination, multiplied by a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which termination occurred and the denominator of which is 12. This bonus amount shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year. (c) If the event that notice of termination occurs pursuant to Section 4.03(b), in addition to the same extent payments specified in said Section, Ceridian shall pay to Executive an amount equal to one years' Base Salary payable, at the sole discretion of Ceridian, in either the form of a lump sum payment or on a regular payroll period basis, provided the Executive executes a release, similar to that attached as if Exhibit A, of all claims against the Company. (d) If the notice of termination is given by Ceridian to be effective on or after Executive's 65th birthday, Executive shall be paid at the usual rate of his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to or her annual Base Salary through the date of terminationtermination specified in any notice. In addition, subjectExecutive will be paid the bonus, howeverif any, to which Executive would otherwise have become entitled under all Ceridian bonus plans in effect at the provisions time of Section 4.1, and (y) payment termination of compensation this Agreement had Executive remained continuously employed for unused vacation days that have accumulated during the calendar full fiscal year in which termination occurred and continued to perform his or her duties in the same manner as they were performed immediately prior to termination, multiplied by a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which termination occurred and the denominator of which is 12. The amount payable pursuant to this Section 4.03(d) shall be paid within 15 days after the date such termination occurs)bonus would have been paid had Executive remained employed for the full fiscal year.

Termination Without Cause. At Executive’s employment under this Agreement may be terminated at any time by the Company shall have the right to terminate the Term of Employment by Company, without cause, upon thirty (30) days’ written notice to Executive (such termination referred to throughout this Agreement as a “Termination Without Cause”). In the event of any such Termination Without Cause, or if Executive resigns his employment for Good Reason, (a) Executive shall be entitled to receive Executive’s then applicable base salary through the date of termination of Executive’s employment and any business expenses or fringe benefits otherwise due to Executive and (b) in addition, the Company agrees to pay to Executive, as severance pay and in lieu of any further compensation for any subsequent period, an amount equal to two and ninety-nine one-hundredths times (2.99X) the sum of the (1) Executive’s then applicable base salary and (2) the Target Bonus (the “Severance Payment”). Upon Executive shall also be entitled to payment for (i) any bonus earned in the year preceding such termination pursuant to this Section 5.4 but not yet paid (that ii) accrued but unused vacation days during the year such termination occurs. For a period of three (3) years following a Termination Without Cause (“Coverage Period”), Executive shall receive continued health care coverage for Executive, Executive’s spouse and dependents, under the Company’s health insurance plan, or, if coverage is not a termination available under the terms of any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)such plan, the Company shall (i) pay for all premiums necessary to maintain such coverage under COBRA and, upon expiration of COBRA eligibility, shall provide Executive with health insurance equivalent to that afforded its regular employees for the remainder of the Coverage Period. At the termination date, all stock options or other grants made to Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof any incentive or benefit plans then in the absence of an earlier termination pursuant to this Section 5 but effect or by separate agreement shall vest in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive accordance with the benefits he/she was receiving under Sections 4.2 terms of any such plans. Except for the Company’s obligation to reimburse the Disputed Commission as provided in paragraph 9(b), which shall continue in force and 4.4 hereof (the "Benefits") through the end effect, all other obligations of the Continuation Period in the manner Company under this Agreement shall automatically cease, and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided entitled to any other salary, payments or benefits otherwise payable under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purposeAgreement, the Company may use except as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)otherwise required by law.

Termination Without Cause. At The Employer may terminate Employee's employment at any time the Company shall have the right to terminate during the Term of Employment by this Agreement without Cause (as hereinafter defined), for any reason or no reason, including Employee's death or total disability (as hereinafter defined). A termination without Cause shall be effective upon thirty (30) days prior written notice to Employee, except that such termination shall be effective immediately and without the Executive. Upon necessity of any termination pursuant to this Section 5.4 (that is not a termination under any notice in the case of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date Employee's death and on delivery of written notice of termination specified to Employee in such notice, the case of Employee's total disability (iias hereinafter defined) continue to pay the Executive's Base Salary for a period (the "Continuation PeriodEmployment Termination Date"). In the event of any such termination, the Employer's sole obligation and liability to Employee shall be as follows: (a) through To pay to Employee (or in the date on which case of death, to his estate) the Term portion of his Base Salary and vacation and sick time that, as of the Termination Date, had accrued for services rendered up to, but was unpaid as of, such Employment Termination Date. (b) In the event of a termination by Employer without Cause for reasons other than death or disability, severance compensation in an amount equal to the portion of Base Salary that would have ended pursuant been payable to Section 2 hereof in Employee during the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end then remaining term of the Continuation Period Agreement, which shall be payable in the manner and times provided below. (c) The amount of any bonus or incentive compensation that had become Vested (as hereinafter defined) prior to the Employment Termination Date. If (A) a bonus had been awarded to Employee prior to the Employment Termination Date (a "Bonus Award"), under any management incentive or bonus program described in Paragraph 3.2 above in which Employee was a participant at or prior to the Employment Termination Date, and (B) any conditions precedent (such as those described below) to Employee's right to receive the payment of such Bonus Award had been satisfied or had been waived, in writing, by the Employer prior to such Employment Termination Date, then, the unpaid portion of such Bonus Award that had become payable prior to the Employment Termination Date as a result of the satisfaction or waiver of any such conditions precedent shall be deemed to have become vested ("Vested") and shall be paid to Employee (or Employee's estate, in the case of Employee's death) in the manner and times provided below. By way of example, conditions precedent to the payment of a Bonus Award may include, but shall not be limited to, any requirement that Employee shall have remained in the Employer's employ continuously to a specific date, or that specified operating results shall have been achieved, or specified performance goals shall have been satisfied by the Employer, or the Employee (as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. case may be). (d) In the event of a termination by Employer without Cause for reasons other than death or disability, or termination by Employee for Good Reason (as hereinafter defined, and provided that Employee follows the Company procedures set forth in Section 4.3 hereof), provided that such termination without Cause or for Good Reason is unable within twelve (12) months of a Change in Control (as hereinafter defined), the stock options granted pursuant to provide the Executive with Third Stock Option Agreement, and all subsequent stock options granted to Employee and then held by Employee, shall accelerate and become fully vested and exercisable. The compensation set forth in subsection (b) above or if applicable, subsection (d) above, are hereinafter referred to as the "Severance Compensation". (e) For the purposes of this Agreement, a "Change in Control" shall mean (i) the acquisition, directly or indirectly, by any Benefits required hereunder by reason person or group (within the meaning of Section 13(d)(3) of the termination Securities Exchange Act of the Executive's employment pursuant to this Section 5.41934, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the planas amended), for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred beneficial or record owners of Employer's securities who acquired such ownership on or prior to the date hereof, of termination, subject, however, to the provisions beneficial ownership of Section 4.1, and securities of Employer possessing more than fifty percent (y50%) payment of compensation for unused vacation days that have accumulated during the calendar year total combined voting power of all outstanding securities of Employer; (ii) a merger or consolidation in which Employer is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities of Employer immediately prior to such termination occurs)merger or consolidation hold, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the surviving entity immediately after such merger or consolidation; (iii) a reverse merger in which Employer is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of Employer are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger; (iv) the sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of Employer; or (v) approval by the stockholders of a plan or proposal for the liquidation or dissolution of Employer.

Termination Without Cause. At The Company may terminate the Executive at any time during the Employment Period and, unless such termination constitutes a termination for Cause: (a) The Company shall have the right to terminate the Term of Employment by written notice pay and deliver to the Executive. Upon any termination pursuant Executive (or in the event of his death before payment, to this his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements within the timeframes contained in Section 5.4 9. (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)b) During the Remaining Unexpired Employment Period, the Company shall provide for the Executive and his dependents continued group life, health (iincluding hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits (collectively, the “Insurance Coverage”) pay 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 Company. The Insurance Coverage provided under this Section 12(b) may, at the election of the Company, be secondary to the Executive coverage provided as part of the Standard Termination Entitlements and to any unpaid Base Salary employer-paid coverage provided by a subsequent employer or through Medicare, with the effective date of termination specified in such notice, (ii) continue to pay result that benefits under the Executive's Base Salary for a period (other coverages will offset the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to coverage required by this Section 5 12(b). Notwithstanding the foregoing, if the Insurance Coverage is not permitted by applicable law (including, but not limited to, laws prohibiting discriminating in no event for more than six (6favor of highly compensated employees) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In extent such coverage will result in an excise tax or additional tax to the event that Company, Bank or Executive (other than ordinary income tax) (collectively, 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“Insurance Restrictions”), then the Company shall pay the Executive cash a lump sum payment equal to the monthly premiums payable by the Executive to obtain similar benefits, with such payment made within ten (10) days of the Executive’s termination of employment, to the extent that such payment does not violate the insurance restrictions in effect (other than ordinary income tax). (c) The Company 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 Benefit salary, bonus, short-term and long-term cash compensation that otherwise the Executive received in the calendar year preceding that in which the termination of employment with the Company occurs divided by twelve (12) and then multiplied by the number of months remaining in the Remaining Unexpired Employment Period, to compensate the Executive for the payments the Executive would have accrued received during the Remaining Unexpired Employment Period. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans’s termination of employment. 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 payments and conclusive on the Executive. For benefits described in sections 12(b) and 12(c) are referred to in this purpose, the Company may use Agreement as the value of any Benefit “Additional Termination Entitlements.” Notwithstanding the cost to the Company of providing that Benefit to the Executive. Furtherforegoing, the Executive shall continue to vest not receive any severance hereunder (above the Standard Entitlements) unless within 30 days after terminating employment, the Executive has signed a general release of claims in the Executive's Stock Options through the end of the Continuation Period in the same manner and a form generally acceptable to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)Company.

Termination Without Cause. At any time the The Company shall have the right to may terminate the Term of Employment at any time without Cause, by written notice to the Executive. Upon any termination pursuant Executive not less than thirty (30) days prior to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executivetermination. In the event that the Term of Employment is terminated by the Company is unable without Cause (other than due to provide the Executive’s death or Disability), the Executive shall be entitled to: (i) The Accrued Obligations through the Termination Date, payable as and when those amounts would have been payable had the Term of Employment not ended; (ii) The Termination Year Bonus, payable as and when those amounts would have been payable had the Term of Employment not ended; (iii) The Severance Amount, payable for the Severance Term; (iv) Vesting, immediately prior to such termination, in any LTI Awards that previously were granted to Executive but which had not yet vested; and (v) Continuation of the health benefits provided to Executive and his covered dependents, pursuant to COBRA and any applicable state or local equivalents, under the Company health plans as in effect from time to time after the Termination Date, at the Company’s sole cost, until the earlier of: (A) the last day on which the Executive and his covered dependents are entitled to receive coverage through COBRA, or (B) the date the Executive commences employment with any Benefits required hereunder by reason person or entity and, thus, is eligible for health insurance benefits; provided, however, that as a condition of continuation of such benefits, the Company may require the Executive and his dependent to elect to continue their health insurance pursuant to COBRA. Notwithstanding the foregoing, in the event that the Executive is covered under a non-Company health plan as of the termination of the Executive's employment pursuant to this Section 5.4Termination Date, then the Company shall pay continue to reimburse the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be as provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on Section 5(b)(i) until the last day on which the Executive and his covered dependents would had been entitled to COBRA coverage if the Executive had participated in the Company’s health plans as of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)Termination Date.

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 5.4 (Provided that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more less than six (6) months from notice have elapsed since the effective date of termination hereunderthis Agreement, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the if Executive. In the event that ’s employment is thereafter terminated by the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred Cause), Executive will be entitled to all accrued and unpaid Base Salary, accrued prior to year bonuses and other accrued benefits and expense reimbursements through the date of termination, subjectplus she will be entitled to receive the following severance benefits: (i) Executive will be entitled to receive a severance amount equal to her then current Base Salary for a period of six (6) months from the date of termination, however, plus a bonus equal to the provisions greater of Section 4.1(a) Executive’s most recent Discretionary Bonus or (b) three (3) months of Base Salary, both to be paid within five (5) business days from the date of termination; and (ii) Company will provide Executive with the same or similar health care benefits (including life, dental, and vision, if any) as provided to Executive at the time of termination, such health care benefits to be provided for a period of six (y6) payment months from the date of compensation termination; and (iii) All non-vested equity awards granted to Executive will immediately vest and any stock options which are the subject of such awards will be exercisable for unused vacation days that have accumulated during a period of three months following such termination in accordance with the calendar year in 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: (i) any material reduction in the Executive’s responsibilities, duties, title or compensation of the Executive without the Executive’s written consent or (ii) if the Company gives notice to the Executive that it will not renew this Agreement pursuant to Section 2 hereof, shall be deemed an Effective Termination Without Cause. Upon termination occurs)of Executive’s employment without cause or upon the 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 payments or to provide any further benefits to Executive under this Agreement will cease and terminate. If the independent members of the Board of Directors unanimously determine, at their sole election, that the Executive has materially not met her obligations as set forth in Section 1 above, but not to the full extent required to trigger termination for Cause as defined in subsection 5d., then termination of the Executive will be deemed to be a resignation and governed under the terms of subsection 5b.

Termination Without Cause. At any time the Company shall have the right to The Board may terminate the Term of Employment by this Agreement without reason, cause or a hearing upon forty-five (45) calendar days written notice to the ExecutiveCBO. Upon any termination pursuant to In consideration for the exercise of this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)right, the Company District shall (i) pay to CBO from the Executive any unpaid Base Salary through the effective date of termination specified in such noticeuntil the expiration of this Agreement (section 1 TERM above), (ii) continue to pay the Executive's Base Salary or for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereundermonths, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company whichever 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 5.4less, then the Company shall pay the Executive cash a sum equal to the value difference between CBO’s salary at the rate in effect during the CBO’s last month of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of service and the amount that would have been contributed or which the CBO earns from any other employment as CBO for an educational agency. As a condition of payment, the CBO shall make reasonable efforts to seek other employment in a timely manner and to notify the Superintendent in writing immediately if the CBO earns income from any employment as CBO of an educational agency. For purposes of this Agreement, the term “salary” shall include only the CBO’s regular monthly base salary (section 4A above) and shall not include the value of any Benefits that would have accrued other reimbursements or benefits received under any plan this Agreement. All payments made pursuant to this termination without cause provision shall be binding subject to applicable payroll deductions and conclusive on shall be treated as compensation for state and federal tax purposes. No payments made pursuant to this early termination provision shall constitute creditable service or creditable compensation for retirement purposes. Payments made pursuant to this termination without cause provision shall be considered as final settlement pay and shall not count for any retirement purpose; accordingly, no deductions shall be made for retirement purposes. The CBO shall also be entitled to District-paid health benefits, as those benefits may change from time-to-time, until expiration of this Agreement, a period of six (6) months, or until the ExecutiveCBO obtains other employment which provides health benefits, whichever occurs first. For The parties agree that any damages to the CBO that may result from the Board’s early termination of this purposeAgreement cannot be readily ascertained. Accordingly, the Company may use as parties agree that the value payments made pursuant to this termination without cause provision, along with the District’s agreement to provide paid health benefits, constitutes reasonable liquidated damages for the CBO, fully compensates the CBO for all tort, contract and other damages of any Benefit nature whatsoever, whether in law or equity, and does not result in a penalty. The parties agree that the cost District’s completion of its obligations under this provision constitutes the CBO’s sole remedy to the Company of providing that Benefit to the Executivefullest extent provided by law. FurtherFinally, the Executive shall continue to vest parties agree that this provision meets the requirements governing maximum cash settlements as set forth in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of terminationGovernment Code section 53260, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)et seq.

Termination Without Cause. At any time In the Company shall have the right to terminate the Term of Employment by written notice to the event Executive. Upon any termination pursuant to this Section 5.4 (that ’s employment hereunder is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended terminated pursuant to Section 2 hereof 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 then current salary, including car allowance, in effect immediately preceding the date of termination. Separation Payments shall be paid by Company as follows: (A) an amount equal to the sum of all 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), shall be paid in a single lump sum cash payment within ten (10) 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 absence of an earlier termination pursuant to this Section 5 but Separation Payment Period if no portion were payable in no event for more than six (6) months from notice of termination a lump sum amount hereunder, and (iiiB) continue to provide the remaining Separation Payments shall be paid in equal bi-weekly payments on the dates Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to paid in accordance with the Company’s then-current normal payroll procedure if Executive. In ’s employment had continued beginning with the event that first regularly scheduled payday occurring in the Company is unable to provide Separation Payment Period continuing until the Executive with any Benefits required hereunder by reason balance of the termination Separation Payments have been paid in full. (See Exhibit 1 for an illustration of the Executive's employment pursuant to this Section 5.4, then the foregoing.) Company shall also pay the Executive cash equal to the value his Salary and any incentive bonus compensation earned but unpaid as of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subjectunpaid expense reimbursements under Section 6 for expenses incurred in accordance with the terms hereof prior to termination, however, all of which shall be paid to the provisions Executive within 30 days of Section 4.1the date of termination. In addition, Executive and/or his or her qualified beneficiaries shall continue to receive health benefits and coverage under the 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 (y) 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 bi-weekly payments of $12,576.92. Each payment is comprised of compensation for unused vacation days that have accumulated during comprised of $12,115.38 in salary and $461.54 of car allowance. Executive is a "specified employee" within the calendar year in which such meaning of IRC 409A(a)(2)(B)(i). The first regularly scheduled pay day following the date of termination occurs)is August 19, 2011.

Termination Without Cause. At (a) Company may terminate Executive’s employment relationship with Company at any time the without Cause upon 30 days prior written notice to Executive. If Company terminates Executive’s employment under this Section 10, Company shall have no obligation to Executive for Base Compensation, Annual Bonus, Fringe Benefits, or any other form of compensation or benefits other than the right following: (i) all Stock Options and Restricted Stock granted to Executive by Company shall vest upon the effective date of Executive’s employment termination, (ii) Company shall pay Executive no later than 15 days following the effective date of Executive’s termination all amounts of accrued but unpaid Base Compensation to the effective date of Executive’s employment termination and a pro-rata amount of the targeted Annual Bonus for that year, (iii) Company shall pay Executive no later than 30 days following the effective date of Executive’s termination an amount equal to two years Base Compensation, plus two years targeted Annual Bonus based upon the Base Compensation then in effect, and (iv) Company shall provide health and dental insurance to Executive at the same level of benefit and participation that was in effect at the time of Executive’s termination of employment at Company’s sole expense until the earlier of (i) two years following the effective date of Executive’s termination or (ii) the commencement of Executive’s employment with another employer, provided Executive enters into a Release Agreement substantially on the terms and in the form attached hereto as Exhibit “A”. Except as otherwise specifically set forth in this Section 10(a), all Base Compensation, Annual Bonus, and any other compensation and benefits provided herein shall cease accruing at the time of such termination, subject to the terms of any benefit or compensation plans then in force and applicable to Executive that, by their terms, extend beyond termination of employment. Company shall have no other or further liability or obligation hereunder by reason of such termination. The Company will use its best efforts to provide security for any payments which may become due under this Section 10(a) in a manner reasonably satisfactory to Executive within 90 days from the execution hereof. Executive shall also receive reimbursement of appropriately documented expenses incurred by Executive before the effective date of termination of Executive’s employment, to the extent that Executive would have been entitled to such reimbursement but for the termination of employment. (b) Executive may terminate the Term of Employment by his employment with Company for any or no reason, upon 30 days prior written notice to Company. If such notice is provided by Executive, Company, in its sole discretion, may waive the notice period or any portion thereof, and terminate Executive, provided that Company shall pay Executive no later than 15 days after his termination all accrued but unpaid Base Compensation and provide all Fringe Benefits to Executive as well as any Annual Bonus that has been awarded but not yet paid through the end of the notice period. Upon any termination pursuant to by Executive of his employment under the provisions of this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.610(b), the Company shall have no obligation to Executive for Base Compensation, Annual Bonus, Fringe Benefits or any other form of compensation or benefits other than (ia) pay to the Executive any unpaid amounts of Base Salary Compensation, vested Restricted Stock and Stock Options accrued through the effective date of termination specified in such noticeand (b) reimbursement of appropriately documented expenses incurred by Executive before the effective date of termination of employment, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment extent that Executive would have ended been entitled to such reimbursement but for his termination of his employment. (c) Termination of Executive’s employment pursuant to Sections 5(d), and 7 through 10, shall release Company of all its liabilities and obligations under this Agreement, except as expressly provided in Sections 5(d), and 7 through 10. Termination of Executive’s employment pursuant to these Sections shall not, however, release Executive from Executive’s obligations and restrictions as stated in Sections 11 and 12 hereof. (d) Executive may terminate his employment with Company at any time for Constructive Dismissal. Upon termination of Executive’s employment relationship under this Section 2 hereof 10(d), Company shall have no further obligation to Executive for Base Compensation, Annual 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 expense. Notwithstanding the absence of an earlier foregoing sentence, a termination pursuant to this Section 5 but in no event for more than six (610(d) months from notice of termination hereunder, (iiishall be treated as if Executive was terminated without Cause pursuant to Section 10(a) continue and he shall be entitled to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period payments set forth in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive in accordance with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs10(a).

Termination Without Cause. At any time Upon a termination of Executive’s employment by Employer without “cause”, Executive shall be entitled to receive a payment equal to eighteen (18) months of his then current Base Salary. Such amount shall, at the Company shall have the right to terminate the Term option of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall be paid in: either (i) pay to periodic payments, over eighteen (18) months in the Executive any unpaid same manner in which the Executive’s Base Salary was paid through the effective date time of termination specified in such notice, termination; or (ii) continue to pay the Executive's Base Salary for in a period single lump sum payment within thirty (the "Continuation Period"30) through the date on which the Term days of Employment would have ended pursuant to Section 2 hereof such termination. Employer shall, solely in the absence of an earlier termination pursuant event Executive determines to receive the amount due under this Section 5 but paragraph (b) in no event for more than six (6) months from notice of termination hereunderperiodic payments, (iii) continue to provide the Executive with hospital, health, medical and life insurance benefits which the benefits he/she Executive was receiving under Sections 4.2 and 4.4 hereof (at the "Benefits") through the end time of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which that Executive continues to receive such Benefits could not be provided under the plansperiodic payments. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue also be entitled to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than payments for (x) reimbursement for reasonable business expenses incurred periods or partial periods that occurred prior to the date of terminationtermination 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, subjectit is understood and agreed that, howeverupon the Executive receiving a single 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 Section 4.1this 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 (y) payment of compensation life insurance benefits hereunder and such new employment provides for unused vacation days that have accumulated during hospital, health, medical and life insurance benefits in a manner substantially similar to the calendar year in which such termination occurs)benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. At Executive’s employment under this Agreement may be terminated at any time by the Company shall have the right to terminate the Term of Employment by Company, without cause, upon thirty (30) days’ written notice to Executive (such termination referred to throughout this Agreement as a “Termination Without Cause”). In the event of any such Termination Without Cause, or if Executive resigns his employment for Good Reason, (a) Executive shall be entitled to receive Executive’s then applicable base salary through the date of termination of Executive’s employment and any business expenses or fringe benefits otherwise due to Executive and (b) in addition, the Company agrees to pay to Executive, as severance pay and in lieu of any further compensation for any subsequent period, an amount equal to one times (1.00X) the sum of the (1) Executive’s then applicable base salary and (2) the Target Bonus (the “Severance Payment”). Upon Executive shall also be entitled to payment for (i) any bonus earned in the year preceding such termination pursuant to this Section 5.4 but not yet paid (that ii) accrued but unused vacation days during the year such termination occurs. For a EMPLOYMENT AGREEMENT - ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Page 5 period of two (2) years following a Termination Without Cause (“Coverage Period”), Executive shall receive continued health care coverage for Executive, Executive’s spouse and dependents, under the Company’s health insurance plan, or, if coverage is not a termination available under the terms of any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6)such plan, the Company shall (i) pay for all premiums necessary to maintain such coverage under COBRA and, upon expiration of COBRA eligibility, shall provide Executive with health insurance equivalent to that afforded its regular employees for the remainder of the Coverage Period. At the termination date, all stock options or other grants made to Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive's Base Salary for a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof any incentive or benefit plans then in the absence of an earlier termination pursuant to this Section 5 but effect or by separate agreement shall vest in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive accordance with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end terms of any such plans. All other obligations of the Continuation Period in the manner Company under this Agreement shall automatically cease, and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided entitled to any other salary, payments or benefits otherwise payable under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purposeAgreement, the Company may use except as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)otherwise required by law.

Termination Without Cause. At any time Upon a termination of Employee’s employment hereunder without “cause”, in recognition of such termination and Employee’s agreement to be bound by the Company covenants contained in Sections 8, 9 and 10 hereof, Employee shall have the right be entitled to terminate the Term of Employment by written notice receive a lump sum severance payment equal to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any sum of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid his then current annual Base Salary through for the effective date remainder of termination specified in such noticethe Term (assuming there is no extension of the Term), but no less than one year of his then current Base Salary, and (ii) continue the highest cash bonus paid to pay Employee over the Executive's Base Salary prior thirty six month period, or the amount accrued during the current year for a period (Employee’s cash bonus for that year, whichever is higher. This lump sum severance payment shall be made to Employee in accordance with the "Continuation Period"terms of Section 11(g) through the date on which the Term of Employment would have ended pursuant hereof, and subject to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (611(f) months from notice of termination hereunderhereof.. In addition, (iii) Employer shall continue to provide the Executive Employee with hospital, health, medical and life insurance, and any other like benefits in effect at the benefits he/she was receiving time of such termination, on the terms and conditions under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at which they were offered to Employee prior to such times as the Incentive Compensation or Benefits otherwise would have been payable or provided termination for a period equal to the Executiveremaining Term, but no less than one year. In the event that the Company Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the Executive with any Benefits required hereunder by reason 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 continue such coverage pursuant to the terms of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plansComprehensive Omnibus Budget Reconciliation Act. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company Employee shall have no further liability hereunder (duty to mitigate damages in connection with his termination by Employer without “cause”. However, if the Employee obtains new employment and such new employment provides for hospital, health, medical and life insurance, and other than for (x) reimbursement for reasonable business expenses incurred prior benefits, in a manner substantially similar to the date benefits payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of terminationthe continuation of Employee’s hospital, subjecthealth, howeverand 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 provisions of Section 4.1, extent eligible to do so under the Code and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)state law.

Termination Without Cause. At Upon a termination of Executive's employment by Employer without "cause," Executive shall be entitled to receive a payment equal to twelve (12) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive's "Base Salary" at any time 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 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay be the Executive's Base Salary for annual salary most recently approved by the Board of Directors of Employer or any committee thereof. Such payment shall be made to Executive in a period (the "Continuation Period") through the date on which the Term of Employment would have ended pursuant single lump sum payment to be made in accordance with Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder16 hereof. In addition, (iii) Employer shall continue to provide the Executive with the benefits he/she was hospital, health, 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 Sections 4.2 and 4.4 hereof this paragraph (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided b), no further amounts shall be owed to the Executive. In Executive and the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. The Company Employer shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior obligation to provide any further benefits to the date Executive, except as expressly set forth herein. It is also understood and agreed that, notwithstanding any provisions of terminationthis paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, subjecthealth, howevermedical 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 provisions of Section 4.1benefits to be provided by Employer hereunder, and (y) payment of compensation for unused vacation days that have accumulated during Employer may permanently terminate the calendar year in which such termination occurs)duplicative benefits it is obligated to provide hereunder.