Common use of Termination Without Cause Clause in Contracts

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

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

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

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

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

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

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

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

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

Termination Without Cause. If, during the Employment Period, the Company terminates the The employment of the Executive hereunder shall be deemed to have been terminated “Without Cause” upon (A) termination of employment by the Company for any reason other than a reason set forth the reasons specified in Section 4(a9(a)(i) hereof as termination “For Cause” or the reasons specified in Section 9(a)(iii) hereof as termination because of the Executive’s Disability or Death, (B) termination of employment by the Company by virtue of the expiry of the Employment Period on 1 January 2023 (or any specific extension thereof), 4(b) or 4(c): unless the Company has offered in writing to renew the Executive’s employment after the expiry of the Employment Period on terms no less favorable than those provided in this Agreement (i) concurrent with such terminationin which case if the Executive does not accept renewal of his employment, the Company shall pay to termination of his employment by virtue of the expiry of the Employment Term will be deemed a resignation by the Executive), or (C) termination of employment by the Executive an amount equal within 30 days following a “Constructive Termination” event. For purposes hereof, the following shall constitute Constructive Termination events: (1) any removal of the Executive from the position of President or Chief Executive Officer, (2) any material reduction of the Executive’s duties, responsibilities or authority, including any change in the Executive’s positions as President or Chief Executive Officer that results in such a reduction, (3) a material reduction by the Company in the Executive’s base salary in effect on the date hereof or as may be increased from time to his accrued Base Salary up time except if the Board in response to exceptional adverse business circumstances makes a general temporary reduction in the compensation of the executives of the Company, (4) the Company requiring the Executive without the Executive’s express written consent to be based anywhere other than within 50 miles of a Company office existing as of the date of terminationthis Agreement, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to unless the Executive would be based closer to his primary residence and except for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive required travel on the Company's usual payroll dates)’s business to an extent substantially consistent with the Executive’s present business travel obligations, or (5) and all other benefits which would otherwise a material breach of this Agreement by the Company. The foregoing shall be payable treated as Constructive Termination events hereunder for a period following the expiration of twelve months if 30 days from the effective date the Executive has notified Company (within 90 days) of the occurrence of such event and the Executive’s intention to treat such event as a constructive termination and terminate the Executive’s employment on the basis thereof, provided that Company has not cured the constructive termination event before the expiration of such 30-day period. The Executive’s termination will be effective upon the expiration of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty30-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such day period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

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

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

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

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

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

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

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

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

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

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

Termination Without Cause. If, during the Employment Period, the Company terminates the The employment of the Executive hereunder shall be deemed to have been terminated “Without Cause” upon (A) termination of employment by the Company for any reason other than a reason set forth the reasons specified in Section 4(a9(a)(i) hereof as termination “For Cause” or the reasons specified in Section 9(a)(iii) hereof as termination because of the Executive’s Disability or Death, (B) termination of employment by the Company by virtue of the expiry of the Employment Period on 1 January 2019 (or any specific extension thereof), 4(b) or 4(c): unless the Company has offered in writing to renew the Executive’s employment after the expiry of the Employment Period on terms no less favorable than those provided in this Agreement (i) concurrent with such terminationin which case if the Executive does not accept renewal of his employment, the Company shall pay to termination of his employment by virtue of the expiry of the Employment Term will be deemed a resignation by the Executive), or (C) termination of employment by the Executive an amount equal within 30 days following a “Constructive Termination” event. For purposes hereof, the following shall constitute Constructive Termination events: (1) any removal of the Executive from the position of President or Chief Executive Officer, (2) any material reduction of the Executive’s duties, responsibilities or authority, including any change in the Executive’s positions as President or Chief Executive Officer that results in such a reduction, (3) a material reduction by the Company in the Executive’s base salary in effect on the date hereof or as may be increased from time to his accrued Base Salary up time except if the Board in response to exceptional adverse business circumstances makes a general temporary reduction in the compensation of the executives of the Company, (4) the Company requiring the Executive without the Executive’s express written consent to be based anywhere other than within 50 miles of a Company office existing as of the date of terminationthis Agreement, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to unless the Executive would be based closer to his primary residence and except for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive required travel on the Company's usual payroll dates)’s business to an extent substantially consistent with the Executive’s present business travel obligations, or (5) and all other benefits which would otherwise a material breach of this Agreement by the Company. The foregoing shall be payable treated as Constructive Termination events hereunder for a period following the expiration of twelve months if 30 days from the effective date the Executive has notified Company (within 90 days) of the occurrence of such event and the Executive’s intention to treat such event as a constructive termination and terminate the Executive’s employment on the basis thereof, provided that Company has not cured the constructive termination event before the expiration of such 30-day period. The Executive’s termination will be effective upon the expiration of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty30-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such day period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

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

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

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

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

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

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

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

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

Termination Without Cause. If, during The Employers may terminate the Employment Period, the Company terminates the Executive’s employment of the Executive hereunder for any reason reasons other than a reason set forth Cause upon not less than 60 days prior written notice delivered to the Executive, in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, which event the Company Employers shall pay to the Executive an amount equal to his accrued Base Salary up to Executive, within 30 days of the date of termination, prorated Bonus (based on a lump sum payment equivalent to the same percentage of accrued unpaid Base Salary as compared that would have been paid to or earned by the annual Base Salary multiplied times Executive pursuant to this Agreement, if the average Executive had remained employed under the terms of this Agreement through the end of the annual Bonuses paid Employment Term. If the Executive terminates his employment with the Employers during the Employment Term for “Good Reason,” such termination shall be deemed to have been a termination by the Employers of the Executive’s employment without Cause. For purposes of this Agreement, “Good Reason” shall mean: (1) the assignment to the Executive for by the three fiscal years Employers (or either of them) of duties materially inconsistent with the Executive’s position, duties, responsibilities, and status with the Employers, a material adverse change in the Executive’s titles or offices, any removal of the Company preceding Executive from or any failure to reelect the Executive to any of such positions, except in connection with the termination of employmenthis employment for Cause, or any action that would have a material adverse effect on the physical conditions in which the Executive performs his employment duties; or (2) and any amounts payable pursuant to a reduction by the Supplemental Retirement Plan, Employers in each case accrued through the date of termination; Executive’s Base Salary; or (ii3) the Company shall continue to pay taking of any action by the Employers that would materially adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any employee benefit plan or deprive the Executive his Base Salaryof any material fringe benefit enjoyed by the Executive, average Bonus except for a reduction in benefits that is being applied generally to all similarly situated employees; or (based on the average of the annual Bonuses paid to 4) any requirement that the Executive relocate to any place more than 10 miles away from the Syracuse, New York location or 10 miles away from the Utica, New York location or outside the State of New York, to perform his duties hereunder, except for the three fiscal years of the Company preceding such termination of employment divided reasonably required travel by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date business of the termination Employers; or (5) any other action or inaction that constitutes a material breach by the Employers (or either of them) of this Agreement; or (6) any failure by the Employers to obtain the assumption of this Agreement by any acquirors, successors or assigns of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofEmployers.

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

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

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

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

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

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

Termination Without Cause. If, The Employee shall be entitled to receive from the Company the severance benefits as described below ("Severance Benefits") if during the Employment Period, the Company terminates the employment term of this Agreement there shall occur a Termination Without Cause (as such capitalized terms are defined below). The Severance Benefits shall consist of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):following: (i) concurrent with The Employee shall receive a single lump sum payment within thirty (30) days of the effective date of termination in an amount equal to sum of (i) the product of one (1) times the sum of (A) the Employee's highest base salary during the term of this Agreement and (B) the full "Target Award" fixed for the Employee under the Company's incentive bonus program for the then current fiscal year, (ii) an amount equal to the full "Target Award" fixed for the Employee under the Company's incentive bonus program for the then current fiscal year multiplied by a fraction, the numerator of which is the number of days in the then current fiscal year through the effective date of termination and the denominator of which is 365 and (iii) an amount equal to the sum of (A) the maximum contributions that could have been made by the Company on the Employee's behalf to all defined contribution plans of the Company (assuming that the Employee had made the maximum allowable contributions to such plans) and (B) the present value of the benefits that the Employee could have accrued under all defined benefit plans of the Company, had the Employee continued to participate in such plans for the one (1) year period following the effective date of termination. (ii) The Employee shall receive an amount, paid within thirty (30) days of the effective date of termination, equal to the sum of (A) the Employee's base salary through the effective date of termination to the extent not theretofore paid, (B) the amount of any bonus, incentive compensation, deferred compensation and other cash compensation accrued by the Employee as of the effective date of termination to the extent not theretofore paid not included in section 6 (a) (I) (ii) and (C) any vacation pay, expense reimbursements and other cash entitlements accrued by the Employee as of the effective date of termination to the extent not theretofore paid. (iii) For a period of one (1) year following the effective date of termination, the Company shall pay arrange to provide the Employee, at the Company's cost, with life, disability and health-and-accident insurance coverage providing substantially similar benefits to those which the Employee was receiving immediately prior to the Executive an amount equal to his accrued Base Salary up to the effective date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of extent the Company preceding continues to maintain benefit plans providing for such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive benefits for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hireexecutives generally; provided, however, that if, prior to the end of Company may cease providing such period, benefits at such time as the Executive shall obtain employment Employee is provided with substantially equivalent benefits by another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.employer

Termination Without Cause. IfThe Company may, during with or without reason, ------------------------- terminate the Period of Employment Periodand Employee's employment hereunder without Cause at any time, by providing Employee written notice of such termination. In the event of the termination of the Period of Employment and Employee's employment hereunder due to a termination by the Company terminates the employment of the Executive hereunder for any reason without Cause (other than a reason set forth in Section 4(adue to Employee's death or Permanent Disability), 4(b) or 4(c):then Employee shall be entitled to receive: (i) concurrent with such termination, the Company shall pay a lump sum cash payment equal to the Executive sum of (A) any accrued but unpaid Base Salary as of the date of Employee's termination of employment hereunder, (B) the Earned/Unpaid Annual Bonus, if any, (C) the target annual incentive compensation, if any, that Employee would have been entitled to receive pursuant to Section 3(b) in respect of the fiscal year in which termination of Employee's employment occurs and (D) an amount equal to his accrued the product of (x) the Employee's then current Base Salary up to times (y) the greater of (I) three (3) or (II) the number of years (including fractions thereof) remaining in the Period of Employment as of the date of termination, prorated Bonus Employee's termination of employment (based on the same percentage determined without regard to Employee's termination of accrued Base Salary as compared employment and without regard to the annual Base Salary multiplied times the average any further extensions pursuant to Section 2). The lump sum cash payment shall be made in two installments with fifty percent (50%) of the annual Bonuses paid to the Executive for the three fiscal years lump sum payable within ten (10) business days after termination of Employee's employment and, provided Employee is in compliance with Section 12 of the Company preceding such Agreement ("Non- Competition"), fifty percent (50%) plus interest at a rate of eight percent (8%) per year from the date of Employee's termination of employment payable one (1) year after the date of Employee's termination of employment) and any amounts payable ; except in the event that Employee terminates his Employment pursuant to Section 8(b)(iv) ("Termination by Employee-Termination for Good Reason - Change of Control"), wherein one hundred percent (100%) of the Supplemental Retirement Plan, in each case accrued through the date lump sum cash payment shall be made within ten (10) business days after termination of terminationEmployee's employment; (ii) such Employee Benefits, if any, as to which Employee may be entitled under the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average employee benefit plans and arrangements of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period Company; and (said Base Salary and average bonus being payable pro-rata to the Executive on iii) continued participation in the Company's usual payroll dates)group health insurance plans at the Company's expense until the earlier of (A) and all other benefits which would otherwise be payable hereunder for a period the expiration of twelve months if the three (3) years from the effective date of termination or (B) Employee's eligibility for participation in the termination group health plan of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and a subsequent employer or entity for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hirewhich Employee provides consulting services; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts amount otherwise payable to Employee pursuant to this clause (iiSection 7(b)(i)(D) shall be reduced by the amount of compensation earned any cash severance or termination benefits paid to Employee under any other severance plan, severance program or severance arrangement of the Company and its affiliates (but not reduced by any other payment to Employee whatsoever, including (without limitation) any payment by the Executive from his Company or her new employment during such period (except that any affiliate of the Company in no event shall consideration of stock or any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salaryother property, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid whether pursuant to Section 3(e5 of this Agreement or otherwise); and . Notwithstanding any other provision of this Agreement, following such termination of Employee's employment due to termination by the Company without Cause, except as set forth in this Section 7(b) and the Company's obligations under Section 5, and except for Employee's rights (ivif any) under the Executive plans, arrangements and programs referenced in Sections 3(b), 3(c) and 4, Employee shall be entitled to his have no further rights to indemnification any compensation or other benefits under Section 5 hereofthis Agreement.

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

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

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

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

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

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

Termination Without Cause. If, during The Company shall have the Employment Period, right at any time to terminate this Agreement without Cause. If the Company terminates this Agreement without Cause, you shall have the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): right to receive (i) concurrent with such terminationa severance equal to one year’s salary paid according to paragraph 5 C of this Agreement, the Company shall pay to the Executive (ii) an amount equal to his the incentive bonus or bonuses you would have received under this Agreement or pursuant to any other applicable incentive plan for the unexpired Term hereof; (iii) accrued Base Salary up to but unused vacation pay through the date of termination, prorated Bonus and (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employmentiv) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued approved but unreimbursed expenses incurred through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that ifyou execute a general release in a form set forth on Exhibit A hereto, prior and you are in full compliance with Paragraph 12 hereof. Notwithstanding anything to the end contrary set forth herein, you shall have a duty to mitigate any and all damages which you might be deemed to have suffered as a result of such periodthe termination of your employment. Consequently, it is expressly agreed and understood that if any time after your termination you receive income or other remuneration for services performed between your termination and the Executive shall obtain employment with another employer unexpired portion of the Term (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period“Hiatus Period”), the amounts otherwise payable set forth in subsection (i) and (ii) of this Paragraph 14.D shall be reduced or offset by the amounts received by you for services performed after your termination. You shall advise the Company in writing as expeditiously as possible of all of the financial arrangements for any personal services rendered by you for or on your own behalf or for others during the Hiatus Period including, but not limited to, the income from all sources that you anticipate earning from such services, e.g. salary, bonus, royalties, stock options, profit participation, deferred payments, etc. The Company may, at its election, either offset from payments pursuant to this clause (ii) shall be reduced by the amount of compensation paragraph 14.D a sum equal to all income earned by you during the Executive Hiatus Period and/or demand repayment from his or her new employment during such period (except that in no event shall you and be immediately repaid by you for any such reduction result in sums owing to the Executive receiving an amount Company pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofforegoing.

Termination Without Cause. If, during the Employment Period, (a) If Executive’s employment is terminated by the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) Cause or 4(c):Executive’s death or Disability: (i) concurrent with such termination, the Company shall pay Executive amounts (including salary, bonuses, expense reimbursement, etc.) due and payable to Executive as of the termination of his employment and shall pay Executive an amount equal to his accrued Executive's then current Base Salary up to the date for a period of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal two years of the Company preceding such after Executive’s termination of employmentemployment under this Section (“Severance Period”) payable in installments in accordance with the Company’s then current regular payroll practices and any amounts payable pursuant to dates, commencing as soon as administratively practicable after the Supplemental Retirement PlanRelease described in Section 4.9 (Release) becomes irrevocable as provided in Section 4.9, provided that if the 60-day period described in each case accrued through Section 4.9 begins in one taxable year and ends in a second taxable year, such payments shall not commence until the date of terminationsecond taxable year; (ii) in the sole discretion of the Board of Directors, the Company shall continue may elect to pay the Executive his Base Salary, average Bonus (based on the average a prorated amount of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned been entitled to, if his Base Salaryhe had remained employed, average Bonus under Section 3.2, (Performance Bonuses), for the year in which he was terminated (which, if determined to be paid by the Board, shall be payable as and when the bonus is paid to other benefits had been continued for a period of six months following such terminationsimilarly situated officers); (iii) if Executive timely elects to continue health insurance coverage for Executive and his eligible family members under COBRA after Executive’s termination of employment under this Section, the Company shall reimburse Executive, on the first regularly scheduled payroll date of each month during the COBRA Period (as defined in Section 4.2), an amount equal to the percentage of Executive’s health care premium costs paid by the Company as of the date of Executive’s termination of employment. (iv) Executive shall be entitled to have transferred to him any amounts owing but not yet Company paid pursuant to Section 3(e)disability policy on the Executive, if the policy so permits, and Executive shall then assume sole responsibility for payment of premiums on such disability policy; and (ivv) the Executive shall be entitled to his rights have transferred to indemnification him any Company paid life insurance policies on the Executive, if the policies so permit, upon payment by the Executive to the Company of any cash surrender value of such policies, and Executive shall assume sole responsibility for payment of premiums on such life insurance policies. (b) Except for the provisions of this Section and Section 4.8, Equity Awards, the Company shall have no further obligation to Executive hereunder if Executive’s employment is terminated under Section 5 hereofthis Section.

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

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

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

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

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

Termination Without Cause. If, during In the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of event that the Executive's ------------------------- employment with hereunder is terminated by the Company under this Section 4(dwithout Cause and Sections 8(A), (B) occurs at least one year after or (F) do not apply, then the Executive's Date of Hire and Executive shall be entitled to: (I) Base Salary for a two-year period of twenty-four months if ending on the effective date second anniversary of the termination of the Executive's employment with the Company under this Termination Date, payable as provided in Section 4(d) occurs at least five years after the Executive's Date of Hire; 4, provided, however, that ifif Executive earns any employment income, prior self-employment income or consulting income from other sources during such two-year period, Executive shall provide written notice to the end Company setting forth the nature and amount of such periodincome, which shall be offset against Base Salary payments otherwise due to the Executive shall obtain employment with another employer hereunder in excess of $400,000 (so that the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable will receive no less than $400,000 pursuant to this clause Section 8(D)(I), regardless of other income); (iiII) shall be reduced by a Pro-Rata annual incentive award for the amount fiscal year in which the Termination Date occurs, based on the Executive's annual bonus opportunity for such fiscal year (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of compensation earned by the Executive from his or her new employment Executive's and Company's performance during such period fiscal year; (except that in no event shall any such reduction result in III) the Executive receiving an amount pursuant continued right to this clause (ii) that would be less than exercise the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued Special Stock Option for a period of six months following two years from the Termination Date, such termination)Special Stock Option to become fully exercisable as of the Termination Date, and the immediate vesting of all shares of Restricted Stock as of the Termination Date; (iiiIV) the Executive continued right to exercise any outstanding stock option, other than the Special Stock Option, for a period of 3 months from the Termination Date; (V) continued participation, through the second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he or his family members were participating on such date, on terms and conditions that are no less favorable to him than those that applied on such date and with COBRA benefits commencing thereafter; provided that the Company's obligation under this Section 8(D)(V) shall be entitled -------- ---- reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; (VI) immediate vesting in the Company's Retirement Savings Plan (or any amounts owing but not yet paid pursuant to Section 3(esuccessor 401(k) plan), pension plan, supplemental retirement plan, and deferred compensation plans; and (ivVII) the Executive shall be entitled to his rights to indemnification under benefits described in Section 5 hereof8(I)(I).

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

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

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

Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent Notwithstanding Section 3 of this Agreement, and subject to Employee’s compliance with Section 6(c)(ii), below, if Employee is discharged and this Agreement is terminated without Cause by Employer, Employer shall pay to Employee, within sixty (60) days of such termination, the Company shall pay to the Executive an amount a single lump sum payment (“Separation Payment”) equal to his accrued Base Salary up to the date of termination, prorated Bonus one and a half (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied 1.5) times the average sum of the annual Bonuses paid to the Executive for the three fiscal years Employee’s base salary plus target bonus (in effect as of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination Employee’s last day of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dateswith Employer)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that ifif such sixty- (60-) day payment period spans two (2) taxable years, then the Separation Payment shall be made on the first business day in the second taxable year. In addition, Employer shall provide payment to and reimbursement to Employee, on the first payroll date following the date of termination, for any monies due to Employee which right to payment or reimbursement accrued prior to such discharge. Employee and Employer each agree and acknowledge that the end Separation Payment supersedes and replaces any other benefit program established by Employer and applicable to Employee, if any, and that the Separation Payment represents a greater amount of such periodpost-termination pay which Employee would have otherwise been eligible to receive under Employer’s existing severance and/or reduction in pay programs, if any. As such, Employee acknowledges that the Separation Payment constitutes a valuable, bargained for exchange which provides a substantial benefit to Employee and thus constitutes additional independent consideration for the covenants contained in this Agreement, including, without limitation, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to covenants described in Section 5 of this clause Agreement. (ii) Employee’s right to the Separation Payment shall be reduced by the amount subject to his/her execution and delivery to Employer of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result a waiver and release of claims substantially in the Executive receiving an amount pursuant form attached hereto as Exhibit “D,” as may be updated by Employer to this clause reflect changes in applicable law (iithe “Release”), within twenty-one (21) that would be less than days (or, in the amount case of a reduction in force, forty-five (45) days) following the Executive would have earned if his Base Salary, average Bonus date of his/her termination (the “Release Period”) and other benefits had been continued for a period of six months such Release not being revoked during the seven (7) days following such termination); delivery. For the avoidance of doubt, if Employee either (iiiA) fails to execute and deliver the Executive Release to the Company within the Release Period or (B) executes and subsequently revokes the Release, no Separation Payment shall be entitled made to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofEmployee.

Termination Without Cause. IfWithout prior notice to the Executive, during the Employment Period, Company may terminate the Executive’s employment at any time without Cause. (a) If the Company terminates the Executive’s employment of without Cause, then the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall be entitled to: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationThe Accrued Obligations; (ii) the Company shall continue An amount equal to pay the Executive his fifteen (15) months Base Salary, average Bonus payable in equal installments in accordance with the Company’s regular payroll practices; and (based on the average iii) Full payment of the annual Bonuses paid premiums for continued health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that the Executive timely elects and remains eligible for COBRA, until the earlier of (x) twelve (12) months following the Termination Date, or (y) until the Executive becomes eligible to participate in another employer’s group health plan. (iv) Notwithstanding the terms of any applicable stock option or equity incentive plan and/or agreement, (x) any and all service-vesting stock options and/or service-vesting restricted stock and/or service-vesting restricted stock units or other service-vesting equity or equity-based awards granted to the Executive for will become fully vested and exercisable (to the three fiscal years of extent any such award is exercisable) on the Company preceding such termination of employment divided by Termination Date and (y) Executive shall have (i) until the expiration date noted in the applicable pay period stock option agreement to exercise any stock options previously granted to the Executive prior to July 14, 2015, and (said Base Salary and average bonus being payable pro-rata ii) one (1) year from the Termination Date to exercise any stock options granted to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year or after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; providedJuly 14, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer 2015 (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that but in no event shall any later than the expiration date noted in the applicable stock option agreement unless an extension beyond such reduction expiration date would be permitted under the applicable stock option plan and applicable law and would not result in an “additional tax” as defined in Section 409A(a)(1)(B) of the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base SalaryInternal Revenue Code of 1986, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(eas amended); and (v) Any Target Bonus due for the calendar year of such termination, pro-rated based on the number of days Executive was actively employed by the Company during such year, payable at the same time such bonus would otherwise be paid in accordance with Section 4.5. (b) The Executive’s receipt of the payments and benefits under Section 6.2 (ii), (iii) and (iv) are subject to the Executive’s execution of a release of claims in favor of the Company, its parent and affiliates and their respective officers and directors in a form provided by and reasonably satisfactory to the Company (the “Release”) and further subject to such Release becoming effective within sixty (60) days following the Termination Date (such 60-day period, the “Release Execution Period”); provided that if the Release Execution Period begins in one taxable year and ends in another taxable year, any payment which is “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code shall not be made until the beginning of the second taxable year; provided further that, the first installment payment shall include all amounts that would otherwise have been paid to the Executive shall be entitled to his rights to indemnification under Section 5 hereofduring the period beginning on the Termination Date and ending on the first payment date if no delay had been imposed.

Termination Without Cause. IfThe Company has the right, at any time during the Employment PeriodTerm, subject to all of the provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Executive's employment under this Agreement and discharge the Executive without Cause. If the Executive is terminated during the Term without Cause (including any termination which is deemed to be a constructive termination without Cause under Section 4.6 hereof), the Company terminates Company's obligation to the employment Executive shall be limited solely to the payment, at the times and upon the terms provided for herein, of the greater of (i) the Executive's Annual Salary and Incentive Bonus for the number of full months remaining in the Term of this Agreement (assuming no automatic extension of the Term) had the Executive not been so terminated and (ii) the Executive's Annual Salary for a period of twelve months, in each case based on the Annual Salary of the Executive hereunder for any reason other than a reason set forth in Section 4(aeffect on the date of termination (or, if the Company has reduced the Executive's Annual Salary in breach of this Agreement, the Executive's Annual Salary before such reduction) and, in the case of clause (i), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to average Incentive Bonus received by the Executive an amount equal to his for the immediately preceding two fiscal years, together with all unpaid Incentive Bonus and Benefits awarded or accrued Base Salary up to the date of termination. If the Executive is terminated after he has received one Incentive Bonus but before he has received two, prorated the Incentive Bonus in clause (i) shall be based on the same percentage amount of accrued Base Salary as compared to that one Incentive Bonus; if he has not yet received an Incentive Bonus, it shall be based on the annual Base Salary multiplied times the average maximum Incentive Bonus (i.e., one half of the annual Bonuses paid Annual Salary). In the event of a termination by the Company without Cause within 180 days after a Change of Control (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the Executive for the three fiscal years of the Company preceding pursuant to this Section 4.3 shall be due and payable in one lump-sum payment within 60 days after such termination of employment) and termination. In all other cases, any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid due to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) Section 4.3 -6- shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive due and payable as and when they would have earned if his Base Salary, average Bonus become due and other benefits had been continued for a period of six months following payable absent such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during If the Employment Period, Executive’s employment with the Company terminates is terminated by the employment of Company (other than for Cause, Disability or Death), then the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall be entitled to the following benefits: (i) concurrent with such termination, the Company shall pay to the Executive the following amounts: (1) in cash within 30 days after the Date of Termination the aggregate of the lump sum of (A) the Executive’s unpaid base salary through the Date of Termination (including, without limitation, the base salary that the Executive elected not to receive during 2002), (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred or which the Executive forewent, including specifically for 2002 such bonus that the Executive would otherwise have been eligible to receive but for the reduction or elimination of bonuses payable to executives of the Company) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (2) in a lump sum in cash within 30 days after the Date of Termination an amount equal to his accrued Base Salary up the Executive’s highest annual bonus during the five-year period prior to the date Date of termination, prorated Bonus Termination; and (based on the same percentage of accrued Base Salary as compared 3) an amount equal to the Executive’s highest annual Base Salary multiplied times base salary during the average of the annual Bonuses paid five-year period prior to the Executive for Date of Termination. The payment of such amount shall, at the three fiscal years Company’s option, be paid either (x) in a lump sum in cash within 30 days after the Date of Termination or (y) in equal installments during the Company preceding 12 month period following the Date of Termination in accordance with the Company’s then current payroll practices (as such termination of employment) and any amounts payable pursuant practices may be amended from time to the Supplemental Retirement Plan, in each case accrued through the date of termination;time). (ii) for 12 months after the Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid provide benefits to the Executive for and the three fiscal years Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Effective Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hireits affiliated companies; provided, however, that if, prior to the end of such period, if the Executive shall obtain employment becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced provided by the amount of compensation earned by Company, then the Company shall no longer be required to provide those particular benefits to the Executive from and his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination)family; (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be entitled hereinafter referred to any amounts owing but not yet paid pursuant to Section 3(eas the “Other Benefits”); and (iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be entitled considered to his rights to indemnification under Section 5 hereofhave remained employed by the Company until 12 months after the Date of Termination.

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

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.5 or 5.6), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for the remainder of the Initial Term, or the Renewal Term if such termination occurs during a Renewal Term, but in no event less than one (1) year’s Base Salary (the “Continuation Period”), (iii) continue to provide the Executive with the benefits he/she was receiving under Section 4.2 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive and (iv) within thirty days of Executive’s termination, pay Executive for any unused vacation days accumulated as of the date of termination. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.2, then the Company shall make a cash payment, within thirty days of Executive’s termination, equal to his the value of the Benefits that otherwise would have accrued Base Salary up for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, if Executive is terminated without cause under this Section 5.2, then the Executive’s Equity Awards, if any, shall immediately vest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus (based 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 percentage of accrued Base Salary terms and conditions hereunder shall be treated as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of if the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under terminated this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable Agreement pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof5.2.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of the Executive hereunder for Employment without cause. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3 or 5.5), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount Employee any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Employee his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Employee's employment with the Company, (iii) pay to the Employee, as a single lump sum payment within thirty (30) days of the date of termination hereunder, one month of Base Salary per full year of service during the Term of Employment, (iv) continue to provide the Employee with the benefits he was receiving under Section 4.2 hereof (the "Benefits") for a period of one year after the date of termination in the manner and at such times as the Benefits otherwise would have been payable or provided to the Employee, or, if earlier, until similar benefits are obtained by the Employee through new employment, (v) only if termination occurs prior to the first anniversary of the Commencement Date, a third of the non-incentive stock options to be granted on the Commencement Date, pursuant to Clause 4.3 above will immediately vest and shall be exercisable in accordance with the provisions of Panamco's Equity Incentive Plan and (vi) only if the termination occurs prior to the third anniversary of the Commencement Date, reimburse the Employee for reasonable moving expenses incurred as a result of the Employee's relocation back to his home country. In the event that the Company is unable to provide the Employee with any Benefits required hereunder by reason of the termination of the Employee's employment pursuant to this Section 5.4, then the Company shall pay the Employee cash equal to the value of the Benefit that otherwise would have accrued for the Employee's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of the year for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Employee. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Employee. Further, the Employee may exercise the portion of his accrued Base Salary up Stock Options that was vested as of the date of termination as provided under the terms of any stock option plan in effect from time to time. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus and (based on y) payment of compensation for unused vacation days including both the same percentage of accrued Base Salary as compared to vacation days that have accumulated during the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding year in which such termination of employment) occurs and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through unused carryover vacation days from the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company immediately preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll datesyear)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

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

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

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

Termination Without Cause. If, In the event that Executive’s employment is terminated Without Cause during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): Bank shall: (i) concurrent with such terminationpay 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 Company shall Accrued Plan Contribution (as defined above); (iv) pay to Executive the Executive an amount equal to his accrued Base Salary up that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; the Employment Period would have expired if Executive’s employment had not been sooner terminated Without Cause; and (iiv) provide Executive (and upon his death his surviving spouse and minor children, if any) with coverage under the Company shall continue Core Plans that Executive would have been provided pursuant to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)Section 3(g) and all other benefits which would otherwise be payable hereunder for a period of twelve months if from the effective date of the termination of Executive’s employment through the date the Employment Period would have expired if Executive's ’s employment with had not been sooner terminated Without Cause (subject to payment of the Company costs and contributions that such plans provide are the responsibility of the insured employee). Amounts payable under Subsections (ii) and (iv) of this Section 4(d6(c) occurs at least one year shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the Executive's Date of Hire and for a period of twenty-four months if the effective date of termination and continuing through the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years Bank’s first regular payroll date after the date the Employment Period would have expired if Executive's Date of Hire’s employment had not been sooner terminated Without Cause; provided, however, that if, prior to the end extent any portion of such periodthe applicable payment amount under this Section 6( c) exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-l(b)(9)(iii)(A), the Executive shall obtain employment with another employer receive such portion of the applicable payment that exceeds the “safe harbor” amount in a single lump sum payment payable within five (5) days after the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such Executive’s termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during (a) If the Employment Period, the Company terminates the Employee experiences an involuntary termination of employment of the Executive hereunder by Klondex G&S (or any successor) for any reason other than for just cause, then Klondex G&S (or its successor) shall provide the Employee with written notice specifying the Termination Date. Klondex G&S shall pay the Employee for all accrued but unpaid wages and vacation entitlements up to the Termination Date (net of applicable withholdings). In addition, provided that the Release under Section 5.4(c) has been executed and becomes enforceable in accordance with its terms following the expiration of the applicable revocation period, Klondex G&S shall provide to the Employee a reason set forth in Section 4(a)lump sum separation payment, 4(bnet of applicable withholdings and less any amounts owing by the Employee to Klondex G&S, (the "Separation Payment") or 4(c):equal to: (i) concurrent with such terminationthe Employee's monthly Base Salary (determined as of the Termination Date) multiplied by 12, provided that for each completed year of service (but not to exceed two years) measured from the Company shall pay to the Executive Employee's date of hire on September 13, 2012(the “Employee’s Date of Hire”), an additional amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination;six months' base salary will be added; plus (ii) the Company shall continue monthly premium cost of coverage described in Section 2.3 multiplied by 12, provided that for each completed year of service (but not to pay exceed two years) measured from the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the ExecutiveEmployee's Date of Hire and an additional amount equal to six months' premium cost will be added; plus (iii) an amount equal to the Employee's then current target bonus amount pursuant to Section 2.2 for a period of twenty-four months the year in which the Termination Date occurs (or if the effective date target bonus amount for the year in which the Termination Date occurs has not been determined as of the termination Termination Date, the target bonus amount for the year prior to the Termination Date) plus an additional amount equal to 1/2 of such bonus amount for each completed year of service (but not to exceed two years) measured from the Executive's employment with the Company under this Section 4(d) occurs at least five years after the ExecutiveEmployee's Date of Hire; providedplus (iv) An amount equal to 4% of the Employee's monthly Base Salary (determined as of the Termination Date) multiplied by 12, howeverprovided that for each completed year of service (but not to exceed two years) measured from the Employee's Date of Hire, an additional amount equal to 4% of six months' base salary will be added. For greater certainty, in no circumstances shall the Employee be entitled to a Separation Payment that ifis more than the equivalent of a total of 24 months of the payments in paragraphs 5.4(a)(i),(ii),(iii) and (iv) above (i.e., 12 months plus an additional six months for each of the first two years of completed of service from Employee's Date of Hire, up to a maximum of an additional 12 months). With respect to the calculation in paragraph 5.4(a)(iii), the target annual bonus amount shall be used without regard to the achievement of any corporate and personal targets established in connection with such target bonus amount. (b) The Separation Payment described in this Section 5.4 will be paid within 10 days following the expiration of the revocation period applicable to the Release (as described in Section 5.4(c)), unless the Employee has failed to execute a Release as described in Section 5.4(c), in which case Employee shall forfeit any Separation Payment. The Separation Payment is intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and therefore will be paid by March 15th of the calendar year following the calendar year in which the notice of termination is given, provided that if the notice of termination specifies a termination date that will occur in a subsequent calendar year and further specifies that the Employee is required to continue providing service through that later termination date, then such payment will be paid by March 15th of the calendar year following the Employee's termination date (such date, in either case, referred to herein as the "latest payment date"). (c) In order for the Employee to receive the Separation Payment, the Employee must sign a release of claims ("Release") in substantially the form set forth in Attachment A to this Agreement on or prior to the end date of the expiration of the consideration period (not less than 21 days) set forth in the Release. The Company agrees to provide the Employee with the Release within 10 days of the Termination Date, and in all cases no later than a date such periodthat the last day of any revocation period described in the Release will occur on or before February 28 of the year in which the latest payment date occurs. If the Employee fails to sign the release within the time frame specified therein, the Executive Employee will forfeit any right to the Separation Pay and the Employee shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall not be entitled to any amounts owing but not yet paid pursuant payments replacing the Separation Payment. (d) In the event the Company terminates the Agreement and the Employee's employment under this section, all outstanding equity awards granted under compensatory plans shall vest 100%; provided however, if an outstanding equity award is subject to Section 3(e)409A, the acceleration of vesting will not change the time or form of payment in a manner that would violate Section 409A; andif an outstanding equity award is exempt from Section 409A, the award will be administered in a manner that retains such exemption or otherwise complies with Section 409A. (ive) In the Executive event the Company terminates the Agreement and the Employee's employment under this section, the Employee shall have ninety (90) days from the Termination Date to exercise any stock options to acquire shares of Klondex Mines (or any successor) that he holds that have vested and are unexercised on or before the Termination Date. The Employee shall not be entitled to his rights be awarded or have any right to indemnification receive, after the Termination Date, any further stock options or damages in lieu of receipt of further stock options, which would have vested after the Termination Date. Except as otherwise provided in this Section 5.4 or as otherwise provided under Section 5 hereofminimum employment standards legislation, the Employee shall not be entitled to any further termination payments, damages or compensation whatsoever. (f) The Separation Payment is attributable to services performed in the United States.

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

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

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

Termination Without Cause. If, during In the Employment Period, event that the Executive's employment hereunder is terminated by the Company terminates the employment of without Cause and neither Section 8(c) nor Section 8(g) applies, then the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall be entitled to: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to through the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average second anniversary of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts Termination Date, payable pursuant to the Supplemental Retirement Plan, as provided in each case accrued through the date of termination;Section 4. (ii) a Pro-Rata annual incentive award for the Company shall continue to pay the Executive fiscal year in which his Base Salaryemployment terminates, average Bonus (based on the average of the annual Bonuses paid to the Executive target bonus for the three fiscal years year of termination, payable in a lump sum promptly following the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination)Termination Date; (iii) an annual incentive award for a period of 24 months following the Executive shall be entitled Termination Date, based on a target bonus equal to any amounts owing but not yet paid pursuant to Section 3(e); and100% of his annualized Base Salary as of the Termination Date, payable on a Pro-Rata basis in equal installments over the 24-month period for which Base Salary is continued; (iv) the continued right to exercise the Special Stock Option, for the lesser of (A) 5 years and (B) the remainder of its term, such option to become fully exercisable as of the Termination Date; (v) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a period of 3 months, all such options to become fully exercisable as of the Termination Date; (vi) full payout, at maximum levels, under each ongoing Long-Term Incentive Plan in which the Executive is participating as of the Termination Date, with the payouts due in a lump sum promptly following the Termination Date; (vii) continued participation, through the second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he or his family members were participating on such date, on terms and conditions that are no less favorable to him than those that applied on such date and with COBRA benefits commencing thereafter; provided that the Company's obligation under this Section 8(e)(vii) shall be entitled reduced to his rights to indemnification the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and (viii) the benefits described in Section 5 hereof8(i)(i).

Termination Without Cause. If, In the event that the Company terminates Employee’s employment without Cause (other than due to Total Disability) during the Employment Period, Employee shall be entitled to receive, in addition to the Company terminates the employment of the Executive hereunder for any reason other than a reason benefits set forth in Section 4(a7(b)(i) above and contingent upon Employee’s execution of a general waiver and release of claims substantially in the form attached hereto as Exhibit D and which satisfies applicable law (the “Release”), 4(b) or 4(c):such that such Release is effective, with all revocation periods having expired unexercised, by no later than the 60th day after such termination: (i1) concurrent with payment of any earned but unpaid annual incentive bonus under Section 5(c) for a previous completed year (such termination, the Company shall pay earned bonus to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses be paid when bonuses are generally paid to the Executive Company’s officers); (2) payment of any earned but unpaid bonus under Section 5(d) for a previous completed year (such earned bonus to be paid at the time provided in Section 5(d)) (3) a pro-rated annual bonus under Section 5(c) for the three fiscal years calendar year in which the Notice Period commences, based on actual results (as determined without any exercise of negative discretion) multiplied by a fraction, the Company preceding numerator of which is the number of days employed in such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued calendar year through the date such Notice Period commences and the denominator of terminationwhich is 365 (such pro-rata annual bonus to be paid when bonuses for the year in which the Notice Period Commences are generally paid to the Company’s officers); (ii4) the Company shall continue bonus Employee would have been entitled to pay receive under Section 5(d) for the Executive his Base Salarycalendar year in which the Notice Period commences, average Bonus (based on actual results (as determined without any exercise of negative discretion), but multiplied by a fraction, the average numerator of which is the annual Bonuses number of days employed in such calendar year through the date such Notice Period commences and the denominator of which is 365 (such pro-rata bonus to be paid to at the Executive for the three fiscal years of the Company preceding same time as if no such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationoccurred); (iii5) if such termination occurs prior to the fourth anniversary of the Start Date, pro-rated vesting of the first tranche of the TVDS Award scheduled to vest after the date the Notice Period commences, equal to the product of (I) the Executive shall number of shares of Common Stock underlying such tranche, multiplied by (II) a fraction, the numerator of which is the number of days in the period commencing on the grant date and ending on the date the Notice Period commences and the denominator of which is the number of days from the grant date and ending on the date on which such tranche was scheduled to vest (with the shares subject to the TVDS Award that become so vested, and the dividend equivalents attributable to such shares that become so vested, to be entitled to any amounts owing but not yet paid pursuant to settled within 60 days after the date of Employee’s “separation from service” within the meaning of Section 3(e409A of the Code (as defined as below)); and (iv6) with respect to the Executive PSU Award, if such Notice Period commences prior to September 30, 2019, any amounts earned thereunder that are specifically required to be paid under the applicable award agreement following Employee’s termination of employment without Cause. Notwithstanding the foregoing, if the 60 day release period overlaps two calendar years, then to the extent required under Code Section 409A, any portion of the TVDS Award under clause (5) above that would otherwise be provided to Employee during such first calendar year shall be entitled withheld and paid on the first payroll date in such second calendar year. In addition, the Company’s obligation to provide the severance benefits set forth in this Section 7(b)(iii) shall immediately cease if Employee breaches any of his rights to indemnification obligations under Section 5 hereofSections 8 or 9 of this Agreement.

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

Termination Without Cause. IfThe Company may, during with or without reason, terminate the Period of Employment Periodand Executive’s employment hereunder without Cause at any time, by providing Executive written notice of such termination. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to a termination by the Company terminates the employment of the Executive hereunder for any reason without Cause (other than a reason set forth in Section 4(adue to Executive’s death or Permanent Disability), 4(b) or 4(c):then Executive shall be entitled to receive: (i) concurrent with such terminationa lump sum cash payment, the Company shall pay payable within sixty (60) days after termination of Executive’s employment equal to the Executive sum of (A) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder (including any accrued but unpaid personal time off), (B) the Earned/Unpaid Annual Bonus, if any; and (C) an amount equal to his accrued the product of the Executive’s then current Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the and then current target annual Base Salary multiplied incentive bonus times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination;three. (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average A pro-rated portion of the annual Bonuses paid incentive compensation, if any, that Executive would have received pursuant to the Executive for the three fiscal years Section 4(b) in respect of the Company preceding such fiscal year in which termination of Executive’s employment divided by the applicable pay period (said Base Salary and average bonus being payable occurs as though Executive’s employment had not been terminated, with such pro-rata to ration based upon the Executive on percentage of such fiscal year that shall have elapsed through the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of Executive’s employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. (iii) any remaining unvested stock options or restricted stock shall thereupon automatically be deemed vested and remain exercisable for the Executive's employment with duration of the Company under term of such award, notwithstanding any other provision of this Section 4(dAgreement or applicable plans (but subject to the Company’s ability to terminate the awards in a change in control or similar circumstances pursuant to the applicable plan and award agreements); and (iv) occurs at least one year after continued participation in the Executive's Date Company’s group health insurance plans, if currently offered, or a lump sum payment to procure substantially similar health care coverage on a public or private exchange until the earlier of Hire and for a period (A) the expiration of twenty-four months if the two (2) years from the effective date of the termination or (B) Executive’s eligibility for financial support in a group health plan of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hirea subsequent employer or entity for which Executive provides consulting services; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts amount otherwise payable to Executive pursuant to this clause (iiSection 7(b)(i)(C) shall be reduced by the amount of any cash severance or termination benefits paid to Executive under any other severance plan, severance program or severance arrangement of the Company and its affiliates (but not reduced by any other payment to Executive whatsoever, including (without limitation) any payment by the Company or any affiliate of the Company in consideration of stock or any other property). Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to termination by the Company without Cause, except as set forth in this Section 7(b), Executive shall have no further rights to any compensation earned or other benefits under this Agreement. As a condition precedent to any Company obligation to the Executive pursuant to this Section 7(b) (other than with respect to any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder (including any accrued but unpaid personal time off) and the Earned/Unpaid Annual Bonus, if any, which for the avoidance of doubt shall be promptly paid to the Executive following termination), the Executive shall, upon or promptly (and in all events within twenty one days unless a forty-five day period is required under applicable law, in which case the period shall be forty-five days) following her last day of employment with the Company, provide the Company with a valid, executed, written release of claims (in the form attached hereto as Exhibit A or such other form as modified by the Company for executive officers) and such release shall have not been revoked by the Executive from his or her new employment during such period (except that in pursuant to any revocation rights afforded by applicable law. The Company shall have no event shall obligation to make any such reduction result in payment to the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv7(b) unless and until the release contemplated by this Section 7(b) becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. If the maximum period of time in which Executive has to consider and revoke such release spans two different calendar years, payment of the applicable benefits shall be entitled (to his rights the extent required in order to indemnification avoid any tax, penalty or interest under Section 5 hereof409A of the Internal Revenue Code of 1986, as amended (the “Code”)) be made in the second of those two years.

Termination Without Cause. If, during the Employment Period, If Executive’s employment is terminated by the Company terminates without Cause prior to the employment expiration of the Term or if Executive hereunder for any reason other than gives a reason set forth in notice of non-extension pursuant to Section 4(a2 (it being understood by the parties that termination by death, Disability or expiration of the Term shall not constitute termination without Cause), 4(b) or 4(c): (i) concurrent with such termination, the Company then Executive shall pay be entitled to the Executive an amount equal to his accrued Base Salary up to following benefits upon the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average execution and effectiveness of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of HireRelease; provided, however, that if, prior Executive shall not be eligible or entitled to the end of such period, receive benefits under this Section 9 if she has received or is receiving benefits under the Executive shall obtain employment with another employer (Retention Agreement referred to in Section 10. Also, if the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable receives benefits pursuant to this clause Section 9, she shall not be eligible or entitled to receive any benefits under the Company’s Severance Benefits Policy. (a) The Company shall pay to Executive commencing after the later of the date of termination or the execution and effectiveness of the Release, the aggregate of the following amounts: (1) in a lump sum in cash within 30 days, the sum of (i) Executive’s Base Salary through the date of termination to the extent not theretofore paid, (ii) a pro-rata portion of amounts payable under any then existing incentive or bonus plan applicable to Executive (including, without limitation, any incentive bonus referred to in Section 4.2.1) for that portion of the fiscal year in which the termination of employment occurs through the date of termination; (iii) any accrued expenses and vacation pay to the extent not theretofore paid, and (iv) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in subsections (i), (ii), (iii) and (iv) shall be reduced by referred to in this Agreement as the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination“Accrued Obligations”); (iii2) in installments ratably over eighteen (18) months in accordance with the Executive shall be entitled Company’s normal payroll cycle and procedures, the amount equal to any amounts owing but not yet paid one and one-half (1.5) times Executive’s annual Base Salary in effect as of the date of termination or in the event of Executive’s termination due to the expiration of the Initial Term due solely to Executive’s giving a notice of non-extension pursuant to Section 3(e2, then in installments ratably over twelve (12) months in accordance with the Company’s normal payroll cycle and procedures, an amount equal to the Executive’s annual Base Salary in effect as of the Termination Date; (3) if Executive elects to continue to participate in the Company’s medical insurance program as allowed by law pursuant to the plan’s terms and conditions, in installments over twelve (12) months contemporaneously with the payments described in Section 9(a)(2), an amount equal to the difference between: (a) the monthly (or bi-monthly, if applicable) premium cost under COBRA of such participation; and (b) the monthly (or bi-monthly, if applicable) premium cost of such participation at the time of Executive’s termination of employment; provided, however, that notwithstanding the foregoing, the Company shall not be obligated to provide such benefits if Executive becomes employed by another employer and is covered or permitted to be covered by that employer’s benefit plans without regard to the extent of such coverage; and (iv4) In the event that the payments under Section 9(a)(2) are not deemed to be “deferred compensation” under Section 409A of the Code (as defined below), the Company may, at any time and in its sole discretion, make a lump sum payment of all amounts, or all remaining amounts, due to Executive under Section 9(a)(2). (b) To the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other accrued amounts or accrued benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company (such other amounts and benefits shall be entitled referred to his rights to indemnification under Section 5 hereofin this Agreement as the “Other Benefits”).

Termination Without Cause. IfIn the event that the Executive's employment hereunder is terminated by the Company, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth due to Disability in accordance with Section 4(a9(b) or for Cause in accordance with Section 9(c)(i), 4(b) or 4(c):he shall be entitled to: (i) concurrent with such termination, a prompt lump-sum payment equal to the Company shall pay amount of the future Base Salary that would have been payable to the Executive an amount equal to his accrued Base Salary up to had he remained employed by the date of termination, prorated Bonus (based on Company through the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average third anniversary of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationEffective Date; (ii) continuing payments of annual incentive awards for each year remaining through the Company shall continue third anniversary of the Effective Date, in each case in an amount equal to pay the Executive his Base Salary, average Bonus (based on the average 75% of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided incentive bonus payment(s) earned by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder Chief Executive Officer for a period of twelve months if such year; PROVIDED, HOWEVER, that the effective date amount in respect of the termination year containing the third anniversary of the Executive's employment with Effective Date shall be prorated to reflect the Company under this Section 4(d) portion of such year that occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such periodanniversary and; PROVIDED, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during FURTHER, THAT each such period), the amounts otherwise payable pursuant to this clause (ii) payment shall be reduced by made no later than the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result date specified in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period last sentence of six months following such termination)Section 5; (iii) the Executive shall be entitled payments with respect to any amounts owing but not yet paid pursuant long-term incentive awards that have long-term incentive measurement periods ending after the Termination Date to Section 3(e); andthe extent provided in the applicable plans or programs or, if greater, award documents in the event of a retirement or, if greater, a termination of employment without cause; (iv) the continued right to exercise each outstanding stock option to the extent provided in the applicable plan or, if greater, grant document in the event of a retirement or, if greater, a termination of employment without cause, with each such option to become and remain exercisable to the extent provided in the applicable plan or, if greater, grant document in the event of a retirement or, if greater, a termination of employment without cause; (v) immediate vesting of all shares of Restricted Stock and, notwithstanding Section 9(d)(iv), the Stock Option; (vi) the retirement benefit payable pursuant to the Retirement Benefit Agreement; (vii) continued participation, until no earlier than the third anniversary of the Effective Date, for the Executive and each of his dependents in all employee welfare benefit plans, programs and arrangements in which they were participating as of such date, on terms and conditions that are no less favorable than those that applied on such date and with COBRA benefits commencing thereafter, provided that the Company's obligation under this Section 9(d)(vii) shall be entitled reduced to his rights to indemnification the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and (viii) the benefits described in Section 5 hereof9(h)(i).

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice not less than thirty (30) days prior to the Executive hereunder for termination date, to the Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(a)termination under any of Sections 5.1, 4(b) 5.2, 5.3 or 4(c): (i) concurrent with such termination5.5, the Company shall (i) pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)termination date any unpaid Base Salary through the date of termination specified in such notice, (ii) and all other benefits which would otherwise be payable hereunder pay to the Executive the accrued but unpaid Incentive Compensation, if any, for a period of twelve months if any Bonus Period ending on or before the effective date of the termination of the Executive's employment with the Company Company, at the time provided in Section 3.2f, (iii) pay to the Executive on the termination date a lump sum payment equal to three (3) times the sum of (x) his Base Salary as of the date of his termination and (y) the Formula Bonus for the year in which such termination occurs, assuming a Target Award Percentage of 100%, (iv) continue to provide the Executive with the benefits he was receiving under this Section 4(dSections 4.2 and 4.4 hereof (the "Benefits") occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months three (3) years immediately following the date of his termination in the manner and at such times as the Benefits otherwise would have been provided to the Executive, (v) pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 3.2f; (vi) pay to the Executive as a single lump sum payment, within 30 days of the date of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans but that would not have been forfeited if the effective date Executive's employment had contained for an additional three (3) years; and (vii) pay to the Executive any then unpaid Special Bonuses at the time provided in Section 3.2(c)(iii) and any Additional Special Bonus at the time provided in Section 3.2(c)(iii). In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. Upon any termination effected and compensated pursuant to this Section 4(d5.4, the Company shall have no further liability hereunder (other than for (x) occurs at least five years after reimbursement for reasonable business expenses incurred prior to the Executive's Date date of Hire; providedtermination, subject, however, that if, prior to the end provisions of such periodSection 4.1, the Executive shall obtain employment with another employer and (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (iiy) shall be reduced by the amount payment of compensation earned by for unused vacation days that have accumulated during the Executive from his or her new employment during calendar year in which such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationtermination occurs); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. IfThe Company shall have the right, during upon ninety (90) days’ prior written notice given to the Employment PeriodExecutive, to terminate the Company terminates the Executive’s employment of the Executive hereunder for any reason other than a reason set forth in Section 4(awhatsoever (excluding for Cause (as defined below), 4(b) or 4(c): (i) concurrent with ). In the event of such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of terminationhave no further obligations hereunder, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts owing to which the Executive otherwise is entitled hereunder prior to the date of his termination without Cause, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) receive bonus compensation earned but not yet paid pursuant under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination without Cause, to be paid in accordance with Section 3(e)3(b) hereof; and (iii) receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination without Cause occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) receive as damages (A) for a period ending on a date two (2) years from the date of termination without Cause, to be paid in accordance with Section 6(l)(i), his Base Salary as established under and in accordance with Section 3(a) hereof and (B) bonus compensation equal to fifty percent (50%) of the average of the actual annual bonuses paid or payable (with respect to completed Contract Years) to the Executive during the Term of Employment , or, if such termination occurs prior to the payment of any bonus hereunder, $1,000,000.00, to be paid in accordance with Section 6(l)(i); (v) receive reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $10,000.00 for a period of two (2) years from the date of termination, in accordance with Section 5(b) hereof; and (vi) participate for a period ending on a date two (2) years from the date of termination without Cause (the “Without Cause Continuation Period”), to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the Company. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the Pension Replacement Payment (as defined in Section 6(a)) with respect to the Without Cause Continuation Period. Notwithstanding the above, any amounts payable under this Section 6(c) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination pursuant to this Section 6(c) occurs; any amounts payable under this Section 6(c) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(c), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. In the event of termination pursuant to this Section 6(c), the Executive shall not be entitled required to mitigate his rights to indemnification under Section 5 hereofdamages hereunder.

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

Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for At any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, time the Company shall pay have the right to terminate this Agreement and the Executive’s employment hereunder without Cause by written notice to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that ifthe Company shall, prior subject to the end of such period, execution and non-revocation by the Executive shall obtain employment of release agreement in the form attached hereto as Exhibit A: (a) pay to the Executive, in a lump sum payment on the first payroll date (consistent with another employer the Company’s normal payroll schedule) following such termination date, an amount equal to the sum of (i) an amount equal to 6 months of the Executive being obligated to use his or her reasonable best efforts to secure employment during such period)Executive’s Base Salary at the time of termination, the amounts otherwise payable pursuant to this clause plus (ii) shall be reduced by a single-sum amount equal to 12 times the amount of compensation earned by monthly COBRA premiums (including the Executive from his or her new employment during such period two-percent (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii2%) administrative charge) that would be less than the amount necessary to permit the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued to continue group insurance coverage under the Company's plans for a period of 6 months, (b) pay bonus to Executive, in a lump sum payment on the first payroll date (consistent with the Company’s normal payroll schedule) following such termination date, in the amount of $232,825.00, multiplied by a fraction, the numerator of which is the number of full months or partial months Executive is employed from the beginning of the performance period (currently calendar year) through Executives’ date of termination, and the denominator of which is 12; (c) vest a portion of Executive’s unvested equity (including but not limited to stock options, restricted stock, RSUs) as of immediately prior to such termination equal to that portion that would have vested in the six months following termination had Executive remained employed during such termination); six months; and (iiid) provide that the Executive has a period of 18 months following Executive’s termination to exercise any vested stock options (provided, however, that no stock option will be exercisable after the expiration of the term of such stock option) notwithstanding any provision in any award agreement to the contrary. The Company shall be entitled deemed to have terminated the Executive’s employment pursuant to this Section 3.4 if such employment is terminated by the Company without Cause. Upon any amounts owing but not yet termination pursuant to this Section 3.4, the Company shall have no further liability hereunder (other than for the compensation and benefits required to be paid or provided to Executive and/or Executive’s family pursuant to Section 3.0 above and the Retention Bonus required to be paid pursuant to Section 3(e2.10 above.); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. IfSubject to Section 11, during if the Employment PeriodEmployer shall Terminate Executive’s employment without Cause, the Company terminates the employment then in consideration of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):Executive’s services rendered prior to such Termination; (i) concurrent with such termination, the Company Employer shall pay to Executive the Executive aggregate of the following amounts: A. in a lump sum on the 30th day following the Date of Termination, (1) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and (2) any accrued vacation, sick leave, paid time off and similar pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations”); and B. beginning on the first day of the first calendar month following the Date of Termination and continuing thereafter on the first day of the next ( ) calendar months, an amount equal to his accrued Executive’s Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination;divided by 12; and (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the extent not theretofore paid or provided and to the extent due in connection upon a Termination of employment, the Employer shall timely pay or provide to Executive for the three fiscal years of the Company preceding such termination of employment divided any other amounts or benefits required to be paid or provided herein or which Executive is eligible to receive under any welfare benefit plan, practice, policy or program provided by the applicable pay period Employer (said Base Salary including, without limitation, medical, hospitalization, prescription, dental, disability, employee group life, accidental death and average bonus being payable pro-rata to the dismembership, and travel accident insurance plans and programs (“Welfare Benefit Plans”) in which Executive on the Company's usual payroll dates)is a participant; and (iii) and all other benefits which would otherwise be payable hereunder for a period of twelve months if following the effective date Date of Termination, the Employer shall continue to provide medical, hospitalization, prescription and dental insurance coverages (“Insurance Coverages”) to Executive and/or Executive’s family at least equal to those which would have been provided to them in accordance with the Employer’s Insurance Coverages as of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Termination had Executive's ’s employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hirenot been terminated; provided, however, that if, prior to the end of such period, the if Executive shall obtain employment becomes employed with another employer (and is eligible to receive substantially the same benefits under the other employer’s plans as Executive being obligated to use his or her reasonable best efforts to secure employment during such period)and/or Executive’s family would receive under the Insurance Coverages, the amounts otherwise payable pursuant to this clause (ii) Insurance Coverages shall be reduced by secondary to those provided under the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofemployer’s plans.

Termination Without Cause. IfAt any time the Company shall have the right to terminate the Term of Employment by written notice to the Employee not less than 30 days prior to the Termination Date. Upon termination pursuant to this Section 5.04 (that is not a termination under any of Sections 5.01, during the Employment Period5.02, 5.03, or 5.05), the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(bshall: (a) or 4(c): (i) concurrent with such termination, the Company shall immediately pay to the Executive an amount equal to his accrued Employee any unpaid Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; Termination Date specified in such notice; (iib) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Employee's Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period (the "Continuation Period") through the date on which the Term of twelve months Employment would have ended pursuant to Article 2 hereof in the absence of an earlier termination pursuant to this Article 5, in the manner and at such times as the Base Salary otherwise would have been payable to the Employee; (c) except as set forth in the following clause (e), continue to provide the Employee with benefits that are comparable, in the aggregate, to the benefits he was receiving under Section 4.02 hereof (the "Benefits"), through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been provided to the Employee; (d) pay to the Employee his Termination Year Bonus, if any, at the effective date time provided in Section 3.02; and (e) pay to the Employee as a single lump sum payment, within 30 days of the Termination Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. In the event that the Company is unable to provide the Employee with any Benefits required hereunder by reason of the termination of the ExecutiveEmployee's employment with pursuant to this Section 5.04, then the Company shall pay the Employee cash equal to the value of the Benefit that otherwise would have accrued for the Employee's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made monthly throughout the Continuation Period. For this purpose, the value of any Benefit shall be the amount that the Employee is required to pay to obtain that Benefit (fully grossed up for taxes at the highest marginal rate applicable to the Employee to the extent that the Benefit would have been received tax-free to the Employee). Further, the Employee shall continue to vest in the Employee's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. Upon any termination effected and compensated pursuant to this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with 5.04, the Company under this Section 4(d) occurs at least five years after shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the Executive's Date of Hire; providedTermination Date, subject, however, that if, prior to the end provisions of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such periodSection 4.01), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during (a) In the Employment Period, the Company terminates the event (i) Executive's employment of the Executive hereunder is terminated (x) by MEDIQ/PRN for any reason other than a reason set forth in Section 4(a)Cause, 4(bor the death or Disability of Executive or (y) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the by Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination;Good Reason; or (ii) this Agreement is not renewed by MEDIQ/PRN at the Company end of any Contract Period on terms and conditions no less favorable to Executive than those in effect at such time, MEDIQ/PRN shall immediately pay Executive all amounts due under Sections 3.1 and 3.3 (including base salary, Employee Benefits, expense reimbursements and compensation for unused vacation time) accrued as of the date of such termination in accordance with GAAP. In such event, Executive (and, as applicable, his family) shall also continue to pay receive from MEDIQ/PRN until two years after the end of the Contract Period then in effect, all base salary, incentive compensation and Employee Benefits that Executive (and, as applicable, his Base Salaryfamily) would have received had he continued employment and such event had not occurred. In addition, average Bonus Executive shall also be paid transaction compensation under Section 3.4 if a Sale Event occurs following any such event and prior to the second anniversary of this Agreement. If Executive does not receive transaction compensation under the preceding sentence, he shall be entitled to receive options and SARs under Section 3.6 with the same effect and benefit as if Executive were employed at such date and his employment was terminated immediately after the grant of the options and SARs by MEDIQ/PRN without Cause. (based b) There shall be no requirement on the average part of the annual Bonuses paid Executive to seek other employment or otherwise mitigate damages in order to be entitled to the full amount of any payments or benefits to be made pursuant to this Agreement or any other agreement between Executive for the three fiscal years and MEDIQ, MEDIQ/PRN or any of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months their affiliates; provided, however, if the effective date of the termination of the Executive's employment is terminated by MEDIQ/PRN other than for Cause or the death or Disability of Executive, or by Executive for Good Reason, Executive shall, for so long as he is being paid amounts in respect of base salary hereunder, use reasonable efforts following twelve (12) months after his employment has been so terminated, to find alternative employment; provided, however, such reasonable efforts shall not require Executive to move, commute more than 35 miles to his office or accept employment of a stature materially less than the executive position Executive had with the Company MEDIQ/PRN. No payment or benefit under any portion of this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of HireAgreement shall be subject to offset; provided, however, that if, prior to any employment earnings of Executive (including self-employed earnings) earned by Executive after the end of such period, the Executive shall obtain employment with another employer twelve (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii12) months following a termination described in Section 4.4(a) shall be reduced by reduce the amount of compensation earned by the and benefits payable to Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.under

Termination Without Cause. If, during If the Corporation shall elect to terminate Officer's employment without "cause" prior to the expiration of the Employment PeriodPeriod (including prior to the expiration of any extension period), then: (a) The Corporation shall provide to Officer a Notice of Termination (as defined in Section 3.4.4) setting forth the Company terminates reason for the termination of his employment, and Officer's employment shall be terminated as of the Executive hereunder for any reason other than date Officer receives the Notice of Termination; (b) The Corporation shall pay to Officer in a reason set forth lump sum in cash within 30 days after the Date of Termination (as defined in Section 4(a), 4(b3.4.4) or 4(c):the aggregate of the following amounts: (i) concurrent To the extent not theretofore paid, Officer's base salary through the Date of Termination, at the rate in effect on the date the Notice of Termination was given, along with any earned but unpaid bonuses; and (ii) In the case of compensation previously deferred by Officer, all amounts of such terminationcompensation previously deferred and not yet paid by the Corporation; and (iii) The greater of (A) one-half times Officer's annual base salary at the rate in effect on the date the Notice of Termination was given, or (B) the aggregate amount of Officer's base salary, at the rate in effect on the date the Notice of Termination was given, that would be due through the end of the Employment Period if the Notice of Termination had not been given; and (c) The Corporation shall, promptly upon submission by Officer of supporting documentation, pay or reimburse to Officer all costs and expenses paid or incurred by Officer prior to the Date of Termination which would have been payable under Section 3.3.2; and (d) Officer's right to participate in the Incentive Compensation Fund, referred to in Section 3.2 hereof, shall immediately vest; and (e) For a period the longer of (i) six months from the Date of Termination or (ii) the remainder of the Employment Period if Notice of Termination had not been given, Officer and his family shall be permitted to continue to participate in all life, accidental death, disability, medical, dental and other insurance plans of the Corporation. If, despite the provisions of this Section 2.4(e), benefits shall not be available under any of such plans because Officer is no longer an employee of the Corporation, the Company shall pay Corporation itself shall, to the Executive an amount equal extent necessary, pay or provide for payment of such benefits to his accrued Base Salary up to Officer and/or Officer's family, in each case at the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding time such termination of employment) and any amounts payments would be payable pursuant to the Supplemental Retirement Planterms of such plans. However, Officer shall not accrue any further benefits other than those required by law and will achieve vested status in each case accrued through any other benefits offered by the date of termination;Corporation under this Agreement or any other benefit plan." (iic) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average AMENDMENT OF SECTION 2.7. Section 2.7 of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) Employment Agreement shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that amended to read in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.its entirety as follows:

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the right to terminate the Executive's employment hereunder by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of the Executive hereunder for any reason other than a reason set forth in Section 4(aSections 5.1, 5.2, 5.3, or 5.5), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount equal to his accrued any unpaid Base Salary up to through the effective date of terminationtermination specified in such notice, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(dCompany, (iii) occurs at least one year after continue to pay the Executive's Date Base Salary and Incentive Compensation through the Expiration Date, in the manner and at such time as the Base Salary and Incentive Compensation otherwise would have been payable to the Executive, and (iv) continue to provide the Executive with the benefits he was receiving under Section 4.2 hereof (the "Benefits") through the Expiration Date, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive. The Incentive Compensation payable under clause (iii) of Hire this Section 5.4 shall be equal to the amount of Incentive Compensation payable to the Executive for the calendar year immediately preceding the termination of Executive's employment hereunder, and the Benefits shall be the Benefits provided to the Executive for a period of twenty-four months if the effective date calendar year in which the Executive's employment hereunder terminates. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under this Section 4(dshall pay the Executive cash equal to the value of the Benefit (based upon the cost to the Executive to obtain comparable benefits at standard rates) occurs at least five years after that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of the year for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. Vesting of any unvested Stock Options granted to the Executive as of the Commencement Date pursuant to Section 4.5(a) of Hire; providedthis Agreement shall be accelerated and become immediately vested, subject to exercise prior to the termination of the Stock Options pursuant to Section 4.5(c) of this Agreement. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, that if, prior to the end provisions of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such periodSection 4.1), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

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

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

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

Termination Without Cause. If, during The Employer may terminate the Employment Period, the Company terminates the Executive’s employment of the Executive hereunder for any reason reasons other than a reason set forth Cause upon not less than 60 days prior written notice delivered to the Executive, in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, which event the Company Employer shall pay to the Executive an amount equal to his accrued Base Salary up to Executive, within 30 days of the date of termination, prorated Bonus (based on a lump sum payment equivalent to the same percentage of accrued unpaid Base Salary as compared that would have been paid to or earned by the annual Base Salary multiplied times Executive pursuant to this Agreement, if the average Executive had remained employed under the terms of this Agreement through the end of the annual Bonuses paid Employment Term. If the Executive terminates his employment with the Employer during the Employment Term for “Good Reason,” such termination shall be deemed to have been a termination by the Employer of the Executive’s employment without Cause. For purposes of this Agreement, “Good Reason” shall mean: (1) the assignment to the Executive for by the three fiscal years Employer of duties materially inconsistent with the Executive’s position, duties, responsibilities, and status with the Employer or the Bank, a material adverse change in the Executive’s titles or offices, any removal of the Company preceding Executive from or any failure to reelect the Executive to any of such positions, except in connection with the termination of employmenthis employment for Cause, or any action that would have a material adverse effect on the physical conditions in which the Executive performs his employment duties; or (2) and any amounts payable pursuant to a reduction by the Supplemental Retirement Plan, Employer in each case accrued through the date of termination; Executive’s Base Salary; or (ii3) the Company shall continue to pay taking of any action by the Employer or the Bank that would materially adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any employee benefit plan or deprive the Executive his Base Salaryof any material fringe benefit enjoyed by the Executive, average Bonus except for a reduction in benefits that is being applied generally to all similarly situated employees; or (based on the average of the annual Bonuses paid to 4) any requirement that the Executive relocate to any place more than 10 miles away from the Syracuse, New York location or 10 miles away from the Utica, New York location or outside the State of New York, to perform his duties hereunder, except for the three fiscal years of the Company preceding such termination of employment divided reasonably required travel by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date business of the termination Employer; or (5) any other action or inaction that constitutes a material breach by the Employer of this Agreement; or (6) any failure by the Employer to obtain the assumption of this Agreement by any acquirors, successors or assigns of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofEmployer.

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

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

Termination Without Cause. If, during Prior to the end of the Employment Period, the Company may terminate the Executive's employment under this Agreement for a reason other than Cause or no reason whatsoever (i.e., without Cause). If the Company terminates the Executive's employment without Cause prior to the expiration of the Employment Period, or the Company elects not to extend the Employment Period as provided in Section 2, the Company's liability to the Executive is limited to an amount equal to the cash compensation (Base Salary and Bonus) which was paid to the Executive with respect to the calendar year prior to the calendar year in which his employment was terminated or not extended, provided that, for a termination in 1998 such payment shall be $225,000 (the "Severance Payment"). The Company may, at its option, pay the Severance Payment in a lump sum within 30 days after the date of termination of employment, or pay the Severance Payment over a twelve month period (commencing effective as of the date of termination of employment) in equal installments in accordance with the Company's payroll policy. If the Company terminates employment of the Executive hereunder for any reason other than a reason set forth in Section 4(abecause he has become disabled such that he is unable to perform the essential functions of his job (with reasonable accommodation), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding any such termination of employment) and any amounts payable shall be deemed to be a termination without Cause pursuant to the Supplemental Retirement Planthis Agreement. Similarly, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with shall terminate upon his death, and shall be deemed a termination by the Company under this Section 4(d) occurs at least one year after without Cause, with payments of the Severance Payment hereunder to be made to the Executive's Date estate." 2. Sections (a) and (b) of Hire and for a period of twenty-four months if the effective date Exhibit A of the termination Agreement are hereby amended in their entirety to read as follows: (a) Base Salary: $140,000 per year through November 14, 1998. Thereafter, ----------- $168,000 per year. (b) Bonus: Guaranteed bonus for 1998 as follows: (i) $35,000 paid in ----- June of 1998, and (ii) $50,000 payable on or before January 31, 1999. A bonus program will be established annually beginning in 1999. The bonus program shall be based upon the Company's annual budget for each year. The Executive's employment target bonus shall equal 50% of Base Salary which shall be earned upon achievement of annual budget objectives, with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated eligible to use his earn a maximum bonus equal to 100% of Base Salary. Determination of bonuses above or her reasonable best efforts to secure employment during such period)below target will be mutually agreed upon by the Company, acting through its Compensation Committee, and the Executive each year." 3. Except as amended hereby, the amounts otherwise payable pursuant Agreement is hereby ratified and confirmed and shall remain in full force and effect. 4. This Amendment may be executed in several counterparts each of which shall be deemed an original and said counterparts shall constitute but one and the same instrument which may be sufficiently evidenced by one counterpart. 5. This Amendment shall be binding upon and inure to this clause the benefit of the Company and its affiliates, successors and assigns, and the Executive and his assigns, heirs and legal representatives. Each of the ▇▇▇▇▇▇ Entities (iiand their respective affiliates, successors and assigns) shall be reduced by third party beneficiaries of this Amendment and may independently enforce and benefit from the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 terms hereof.

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

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

Termination Without Cause. If, during In the Employment Period, event that the Company terminates the employment of discharges the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such periodwithout cause, the Executive shall obtain employment with another employer be entitled to the following compensation during the remainder of the Employment Period (the Executive being obligated to use his length of which shall be determined under Paragraph 3(d)) unless sooner terminated by Executive’s disability or her reasonable best efforts to secure employment during such period)death): (i) the base salary provided in Paragraph 2a) payable in accordance with the usual payroll schedule, the amounts otherwise payable pursuant to this clause (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 performance shares and the immediate exercisability of any stock options, which would have vested, been earned or become exercisable during the full Employment Period, and iv) continued participation in the Company’s medical plan under the same terms and conditions as an active employee, with eligibility for continuation coverage for Executive and his eligible dependents under the plan’s COBRA provisions at the end of the Employment Period at Executive’s own expense. However, participation in the Company’s 401(k) plan, ESOP and all welfare and fringe benefit plans (other than the medical plan) will cease on the Executive’s last day of active work, subject to any conversion rights generally available to former employees. Any amounts payable to the Executive under this Paragraph 6 shall be reduced by the amount of compensation earned by the Executive Executive’s earnings from his or her new other employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) which the Executive shall be entitled have an affirmative duty to any amounts owing but not yet paid pursuant to Section 3(e)seek; and (iv) provided, however, that the Executive shall not be entitled obligated to accept a new position which is not reasonably comparable to his rights employment with the Company). Notwithstanding the foregoing, if the Executive is a “specified employee” for purposes of 409A, no deferred compensation (including without limitation salary continuation payments in accordance with clause (i) above) payable at separation from service that is not exempt from application of 409A as a short term deferral or separation pay will be paid to indemnification Executive during the 6-month period immediately following the day he ceases active work for the Company, and any such payments otherwise due during such 6-month period shall be paid on the first business day following completion of such 6-month period along with simple interest at the six-month Treasury rate in effect at the beginning of such 6-month period. The provisions of Paragraph 8 restricting the Executive’s activities and the Executive’s obligations under Section 5 hereofParagraph 9(b) and 9(c) shall continue in effect and the Company shall have no obligation to make the payments under this Paragraph 6 (or to continue such payments) if the Executive is in material breach of any of such provisions.

Termination Without Cause. IfThe Board, during the Employment Periodby vote of a majority of its members, the Company terminates may terminate the employment of Employee without Cause, at any time during the Executive hereunder for any reason other than Term, as of a reason set forth in date at least thirty (30) days after the date a written notice of such termination is delivered by Employer to Employee. In such event, Employer shall, subject to the terms of Section 4(a)12 and Section 21 of this Agreement, 4(b) pay or 4(c):otherwise provide to Employee: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his Employee’s accrued but unpaid Base Salary up to (based upon the annual rate in effect on the date of termination) through the date of termination, prorated Bonus to be paid within thirty (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment30) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date days of termination; (ii) A pro-rated bonus (the Company shall continue “Pro-Rated Bonus”) equal to pay the Executive his Base Salarybonus that Employee would have received for the calendar year in which Employee’s employment terminates, average Bonus (based on actual performance for such year, multiplied by a fraction, the average numerator of which shall equal the number of calendar days Employee was employed by Employer for the year in which his employment terminates and the denominator of which shall equal three hundred sixty-five (365), to be paid in a cash lump sum on the date on which annual bonuses are paid pursuant to Employer’s normal payroll practices (but not in any event later than March 15 of the annual Bonuses paid to year following the Executive for year in which the three fiscal years of the Company preceding such termination of employment divided by occurs); (iii) A lump sum cash severance payment (the applicable pay period “Severance Payment”) in an amount equal to the sum of (said A) two (2) times Employee’s annual rate of Base Salary in effect on the date of termination and average (B) two (2) times the target bonus being payable for the year in which Employee’s employment is terminated, to be paid within thirty (30) days of termination; (iv) If Employee’s employment is terminated prior to Employee receiving an annual grant under the LTIP for 2016 performance, a pro-rata rated equity award under the LTIP, equal to the value of Employee’s equity award approved in 2016, multiplied by a fraction, the numerator of which equals the number of calendar days Employee was employed by Employer for the calendar year in which Employee's employment terminates and the denominator of which equals 365, to be paid within thirty (30) days of termination (the “Pro-Rated Equity Award”); (v) A lump sum cash payment (the “Benefit Plan Payment”) in an amount equal to the aggregate amount of all Employer contributions that Employee or his account would have received had his employment continued for a period equal to two (2) years under the following Benefit Plans: (A) Chicago Board Options Exchange SMART Plan; (B) Chicago Board Options Exchange, Incorporated Supplemental Retirement Plan; and (C) Chicago Board Options Exchange Executive on Retirement Plan, or in each case any successor plan, to be paid within thirty (30) days of termination. (vi) Provided that Employee timely elects the Companycontinuation of coverage to which Employee and Employee’s spouse and dependents would be entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Employer shall also pay Employee's usual payroll dates)COBRA premiums (or an amount equal to Employee's COBRA premiums) and all other benefits which would otherwise be payable hereunder (sufficient to cover full family health care) for a period of twelve eighteen (18) months if the effective date of following the termination of the Executive's his employment with the Company under this Section 4(d) occurs and, at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, Employer shall reimburse Employee’s premiums for medical coverage for Employee and his dependents under a comparable individual health insurance policy for an additional six (6) months. The foregoing notwithstanding, Employer's obligation to pay the Executive shall obtain employment with another employer COBRA and supplemental premiums described in Section 5(b)(vi) above (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period)collectively, the amounts otherwise payable pursuant “Insurance Premiums”) shall cease on the date Employee becomes eligible for comparable coverage under another group health plan that does not impose pre-existing condition limitations on Employee's coverage. Nothing herein shall be construed to extend the period of time over which COBRA continuation coverage may be provided to Employee or his dependents beyond that mandated by law. The Pro-Rated Bonus, Severance Payment, Pro-Rated Equity Award, Benefit Plan Payment and Insurance Premiums described in this clause (iiSection 5(b) shall be reduced by referred to herein collectively as the amount “Severance Benefits.” Except as otherwise provided in this Section 5(b), in Section 24 of compensation earned by this Agreement, and in any Benefit Plan or Insurance Plan of Employer, Employer shall have no further obligation to Employee under this Agreement following the Executive from date his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofis terminated without Cause.

Termination Without Cause. If, during If the Corporation shall elect to terminate Officer's employment without "cause" prior to the expiration of the Employment PeriodPeriod (including prior to the expiration of any extension period), then: (a) The Corporation shall provide to Officer a Notice of Termination (as defined in Section 3.4.4) setting forth the Company terminates reason for the termination of his employment, and Officer's employment shall be terminated as of the Executive hereunder for any reason other than date Officer receives the Notice of Termination; (b) The Corporation shall pay to Officer in a reason set forth lump sum in cash within 30 days after the Date of Termination (as defined in Section 4(a), 4(b3.4.4) or 4(c):the aggregate of the following amounts: (i) concurrent To the extent not theretofore paid, Officer's base salary through the Date of Termination, at the rate in effect on the date the Notice of Termination was given, along with any earned but unpaid bonuses; and (ii) In the case of compensation previously deferred by Officer, all amounts of such terminationcompensation previously deferred and not yet paid by the Corporation; and (iii) The greater of (A) one times Officer's annual base salary at the rate in effect on the date the Notice of Termination was given, or (B) the aggregate amount of Officer's base salary, at the rate in effect on the date the Notice of Termination was given, that would be due through the end of the Employment Period if the Notice of Termination had not been given; and (c) The Corporation shall, promptly upon submission by Officer of supporting documentation, pay or reimburse to Officer all costs and expenses paid or incurred by Officer prior to the Date of Termination which would have been payable under Section 3.3.2; and (d) Officer's right to participate in the Incentive Compensation Fund, referred to in Section 3.2 hereof, shall immediately vest; and (e) For a period the longer of (i) one year from the Date of Termination or (ii) the remainder of the Employment Period if Notice of Termination had not been given, Officer and his family shall be permitted to continue to participate in all life, accidental death, disability, medical, dental and other insurance plans of the Corporation. If, despite the provisions of this Section 2.1(a), benefits shall not be available under any of such plans because Officer is no longer an employee of the Corporation, the Company shall pay Corporation itself shall, to the Executive an amount equal extent necessary, pay or provide for payment of such benefits to his accrued Base Salary up to Officer and/or Officer's family, in each case at the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding time such termination of employment) and any amounts payments would be payable pursuant to the Supplemental Retirement Planterms of such plans. However, Officer shall not accrue any further benefits other than those required by law and will achieve vested status in each case accrued through any other benefits offered by the date of termination;Corporation under this Agreement or any other benefit plan." (iic) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average AMENDMENT OF SECTION 2.7. Section 2.7 of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) Employment Agreement shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that amended to read in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.its entirety as follows:

Termination Without Cause. Upon 30 days prior written notice to Employee, Employer may terminate this Agreement for any reason other than a reason set forth in subsections (a), (b) or (c) of this Section 6. If, during the Employment PeriodAgreement Term, the Company Employer terminates the employment of the Executive Employee hereunder for any reason other than a reason set forth in Section 4(asubsections (a), 4(b(b) or 4(c):(c) of this Section 6: (i1) concurrent with such termination, the Company Employee shall pay be entitled to the Executive an amount equal to his receive accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's his employment, and other employee benefits to which Employee is entitled upon his termination of employment with Employer, in accordance with the Company under this Section 4(dterms of the plans and programs of Employer including without limitation any accrued, but unpaid, AIP or EIP payments attributable to completed fiscal years; and (2) occurs at least Employee shall receive a one year after time lump sum severance payment equal to 2 times his Base Salary as of the Executive's Date of Hire and for a period of twenty-four months if the effective date of Employee’s termination, subject to Employee’s execution of a general release in a form and of a substance satisfactory to Employer acting in good faith; (3) Employee shall be vested in any outstanding awards under the EIP Plan (but shall not participate in any awards subsequent to the date Employee received notice of termination) to the extent that such awards would have vested if Employee had continued as CEO through the termination date of this Agreement; and (4) Employee shall be entitled to continued benefits (at substantially the Executive's same cost to Employee as determined immediately prior to his last day of employment) under all life, disability, accident and healthcare insurance plans, programs or arrangements in which the Employee was participating immediately prior to such employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hiretermination; provided, however, that ifif the Employer, prior acting in good faith, determines that such coverages cannot be provided to the end of such period, Employee without adverse tax consequences to the Executive shall obtain employment with another employer Employee (the Executive being obligated to use his or her reasonable best efforts to secure employment during such periodincluding without limitation under Internal Revenue Code Section 409A), the amounts otherwise payable pursuant Employer shall pay the Employee within 15 days of employment termination a lump sum payment equal to this clause (ii) shall be reduced by 24 times 150% of the amount of compensation earned by the Executive from his or her new employment during monthly group premium, less employee contributions, for such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofcoverages.

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

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