Common use of Termination Without Cause Clause in Contracts

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause and (y) the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X).

Termination Without Cause. Following If, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a Change reason set forth in Control Section 4(a), 4(b) or Potential Change 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 Control. In each case accrued through the event that: date of termination; (xii) 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 hereunder is terminated (A) through a Constructive Termination without Cause or (B) by with the Company without Cause under this Section 4(d) occurs at least one year after the Executive's Date of Hire and (y) 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 within two 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 a Change in Control then such termination); (iii) the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in to any amounts owing but not yet paid pursuant to Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity3(e), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XIiv) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) Executive shall be deemed entitled to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant his rights to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive indemnification under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)5 hereof.

Termination Without Cause. Following The Company may terminate your employment without Cause at any time. If the Company terminates your employment without Cause (i) not within three (3) months prior to a Change of Control and in Control relation or Potential connection to that Change of Control, and (ii) not within twelve (12) months following a Change of Control, the Company will provide you with the following, subject to Appendix A and the conditions precedent therein: (i) a lump sum severance payment in Control. In the event that: amount equal to the product obtained by multiplying (xi) your Base Salary, by (ii) a fraction, the numerator of which is the sum of twelve (12) plus the number of full years of consecutive service you have completed with the Company or Parent as of your termination date, up to a maximum of eighteen (18) (such numerator, the “Non-COC Numerator”), and the denominator of which is twelve (12); (ii) the Executive's employment hereunder is terminated Pro-Rated Annual Bonus; (Aiii) through a Constructive Termination without Cause provided that you timely elect to continue coverage and that of any eligible dependents in the Company’s group health plans under the federal law known as “COBRA” or (B) by similar state law, the Company without Cause and will pay the COBRA Payments until the earliest of (yI) the expiration of a number of months following your termination of employment occurs within two years following a Change in Control then equal to the Executive shall Non-COC Numerator (the “Payment Period”), (II) the date you commence full-time employment, or (III) the date that you and your eligible dependents cease to be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4eligible for such COBRA coverage under applicable law or plan terms; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable in equal installments over the 24-month period for which Base Salary is continued; (IViv) the continued right to exercise the Special Stock Option for a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) Company will pay an amount equal to the Company's contributions to which the Executive your retirement savings plan it would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working paid on your behalf for the Company Payment Period; (v) notwithstanding any provision in the Plan to the contrary, all options, restricted stock units, other equity or equity-based awards, and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the Retirement Savings Plan continued in force during date that is six (6) months after the Separation Period at date your employment terminates. Subject to Appendix A, (i) the highest annual rate of Base Salary achieved during cash severance payments described above (except for the Executive's period of actual employment with COBRA Payments) will be paid on the Companyfirst practicable regularly scheduled payroll date following the Release Effective Date, and making (ii) the maximum amount COBRA Payments will be paid in substantially equal installments, commencing as soon as practicable following the Release Effective Date, but will be retroactive to the day following your termination of employee contributionsemployment. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in this Agreement, and (ii) the pay, if any, as are required accrued and owing under such plan; (VIII) an amount equal this Agreement up to the excess date of (A) the present value termination of your employment. On termination of your employment, regardless of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan reason for such termination, you shall immediately (and with contemporaneous effect) be deemed to have resigned any successor thereto) directorships, offices or other positions that you may hold, if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with any, in the Company, and Parent or any affiliate, with no further action required on the pension plan continued in force during the Separation Period, over (B) the present value part of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, Parent or such affiliate, in each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used case unless otherwise agreed in writing by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, Company and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)Parent.

Termination Without Cause. Following (This Section P does not apply to a termination without cause that occurs within three (3) months prior to a Change of Control and in relation or connection to that Change of Control or Potential within six (6) months prior to a Change of Control and in Controlrelation or connection to that Change of Control or within twelve (12) months of a Change of Control – such terminations are covered by Section M). The Company may terminate your employment without Cause at any time upon providing you a severance payment in the amount equal to twelve (12) months plus one (1) additional month for every one (1) year of consecutive service with the Company or Parent, up to a maximum of eighteen (18) months (the “Payment Period”), and subject to Appendix A and the conditions precedent therein. In addition to the severance payment above, in the event that: of a termination without Cause, the Company will provide you with the following, and, as above, subject to Appendix A and the conditions precedent therein: (xi) the Executive's employment hereunder is terminated Company will pay on your behalf or otherwise reimburse you for the cost of the monthly premiums for you and your eligible dependents to continue your health care benefits pursuant under COBRA, as amended up to the earlier of (AI) through a Constructive Termination without Cause the end of the Payment Period, or (BII) by the date you commence full-time employment; (ii) the Company without Cause and (y) will pay you an Average Bonus pro-rated for the period of the partial bonus year you actually worked immediately prior to the termination of employment occurs within two years following your employment, less statutory and other applicable deductions as required. For example, if your last day of work is March 31, you will receive three (3) months of your Average Bonus. If a Change bonus has not yet been determined for the preceding completed calendar year, the Compensation Committee will first make that determination in Control the ordinary course using relevant criteria in a manner consistent with prior practice and make its recommendation to the Board so that the Average Bonus can then the Executive shall be determined and paid in accordance with this provision. For clarity, it is expressly agreed that you will not be entitled to: (I) Base Salary through to any bonus whatsoever for any period of time after your last actual day at work, including during the second anniversary of the Termination Date, payable as provided in Section 4Payment Period; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable in equal installments over the 24-month period for which Base Salary is continued; (IViii) the continued right to exercise the Special Stock Option for a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) Company will pay an amount equal to the Company's contributions to which the Executive your retirement savings plan it would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working paid on your behalf for the Company Payment Period. (iv) notwithstanding any provision in the Plan to the contrary, all options and any other deferred compensation granted to you will continue to vest for a period of three (3) months after the date your employment terminates and all vested stock options and other deferred compensation will be exercisable until the earlier of the original expiry day of the stock options and deferred compensation and the Retirement Savings Plan continued date that is six (6) months after the date your employment terminates. Any payments, severance, or other benefits hereunder will be subject to applicable withholdings and deductions. You will not be entitled to receive any further pay or compensation except (i) as expressly set out in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Companythis Agreement, and making (ii) the maximum amount of employee contributionspay, if any, as are required accrued and owing under such plan; (VIII) an amount equal this Agreement up to the excess date of (A) the present value termination of your employment. On termination of your employment, regardless of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan reason for such termination, you shall immediately (and with contemporaneous effect) resign any successor thereto) directorships, offices or other positions that you may hold, if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with any, in the Company, and the pension plan continued Parent or any affiliate, unless otherwise agreed in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used writing by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, Company and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)Parent.

Termination Without Cause. Following a Change in Control or Potential Change in ControlAt 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 that: (xof any termination pursuant to this Section 9(b), or in the event of the Company’s election to terminate Executive’s employment by delivering a Notice of Non-Renewal as described in Section 2(a) the Executive's employment hereunder is terminated (A) through a Constructive Termination without above, at such time as Cause or (B) by does not exist, the Company without Cause and (y) the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled toshall: (Ii) Base Salary through pay to Executive the second anniversary of the Termination Date, payable as provided in Section 4Accrued Obligations; (IIii) pay to Executive his Annual Salary described in Section 4(a) for a Pro-Rata annual incentive award period of twelve (12) months following the 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 Annual Bonus for the fiscal year in which his employment terminates based on the Executive's annual 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 opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal yearplan are paid; (IIIv) an amount equal pay to twice Executive any portion of the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable Transaction Incentive Fee to which he is entitled pursuant to Section 4(d), provided that such payment will be made at such time as provided in equal installments over the 24-month period for which Base Salary is continuedSection 4(d); (IVvi) to the continued right to exercise extent permitted by each employee benefit plan, continue Executive’s participation in any employee benefit plan described in Section 5(a) during the Special Stock Option for a period of two years from the Termination Date (Salary Continuation Period; provided, however, that no options may be exercised after their expiration date)to the extent an employee benefit plan precludes Executive’s continued participation in that plan following his termination without Cause, such Special Stock Option to become fully vested and exercisable as the Company will not grant Executive a payout in lieu of the Termination Date;that benefit; and (Vvii) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination vest on the Date of Termination, compounded monthly, all unvested options that otherwise would be eligible for vesting less than six (6) months after the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement Date of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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 thereafterTermination, 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 ’s obligation to provide any of the foregoing payments or benefits under this Section 8(F)(X9(b) other than payment of the Accrued Obligations, Executive shall 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 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 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 9(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 reduced to made in the extent second calendar year. The first such cash payment shall include payment of all amounts that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided otherwise would have been due prior thereto under the plans, programs or arrangements of a subsequent employer; and (XI) the benefits described in Section 8(H)(I). For purposes terms of this Section 8(F)Agreement had such payments commenced immediately following the Date of Termination, if preceded by a Potential Change and any payments made thereafter shall continue as provided herein. The delayed benefits shall in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is expire at the request or direction time such benefits would have expired had such benefits commenced immediately following the Date of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occursTermination. The Company agrees that the Executive is will not required to seek other employment or to attempt in any way to reduce amounts payable pay to Executive under 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 8(F9(b), the Company and its affiliates shall have no further liability or obligation to Executive hereunder following a termination without Cause, or upon the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)Company’s delivery of a Notice of Non-Renewal.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In If the event thatBank terminates Executive’s employment Without Cause during the Employment Period: (xi) Executive will be paid his Salary and any Benefits accrued through the last day of 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 Salary rate in effect as of the last day of employment, for a period equal to the lesser of twelve (12) months or the remaining Employment Period, determined as of the date Executive's ’s employment hereunder is terminated (A) through terminated, subject to the requirement set forth below that the Executive execute a Constructive Termination without Cause or (B) by the Company without Cause release agreement; and (yiii) 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 first anniversary of employment occurs within two years following a Change in Control the Effective Date (of the Transaction), then the Executive shall be entitled to: (I) Base Salary through to the second anniversary of the Termination Date, payable as provided benefits in Section 4; (II) 5. As a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on condition precedent to the Executive's annual bonus opportunity for ’s right to receive the year severance payments set forth in clause (ii) of termination (excluding any overachievement bonus opportunitythis subsection 4(d), payable 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 lump sum promptly following form acceptable to the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (Bank; provided, however, that no options may be exercised after their expiration date)such release shall not cover any benefit plan, such Special Stock Option to become fully vested and exercisable as program, or agreement of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, Bank that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal is applicable to the Company's contributions to which Executive. Executive must sign and return the Executive would have been entitled under release, if at all, so that the Company's Retirement Savings Plan release is effective (or taking into account any successor thereto) if the Executive had continued working revocation period provided for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributionstherein, if any, as are required under such plan; ) by no later than the sixtieth (VIII60th) an amount equal to calendar day following the excess of date the Executive’s employment is terminated. The first payment will be made on the Bank’s next regular pay-day which is at least five (A5) business days following the present value later of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value effective date of the benefits to which release or the Executive date it is actually entitled under received by the Company's pension plan and supplemental retirement plan, each computed as of Bank; but that first payment shall include all amounts accrued from the date of termination. Where the Executive's Date of Termination, with present values period available to be determined using execute (and to not revoke) the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthlyrelease spans more than one calendar year, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) payment shall not be reduced made until the second calendar year, or later, as required by any amounts earned by or payable to Executive, except as provided in the applicable terms of this Agreement and Section 8(F)(X)409A of the Code.

Termination Without Cause. Following a Change in Control The Company may, with or Potential Change in Control. In the event that: (x) the Executivewithout reason, terminate Employee's employment hereunder 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 following the effective date of such notice (Athe "Notice Date") through a Constructive Termination without Cause or (B) except such services as are requested by the Company without Cause pursuant to Section 11 ("Transition Period Services"), and (y) as its sole and exclusive obligation and duty to Employee resulting directly or indirectly from the termination of Employee's employment occurs within two years following a Change with the Company and in Control full and complete settlement of any and all claims that Employee may have or claim to have arising directly or indirectly out of the termination of his employment with the Company, the Company 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 Executive "Severance Period"). The Severance Amount shall be entitled to: (I) Base Salary through payable by the second anniversary of the Termination Date, payable as provided Company to Employee in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) 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 contributions Board of Directors, referred to which in Section 3(a) ("Compensation-Base Salary"), that, but for the Executive termination of Employee's employment, would have been entitled under paid to Employee for or with respect to the Companycalendar year in which Employee's Retirement Savings Plan (employment is terminated. The Bonus Portion shall consist of that percentage of the said discretionary bonus determined by dividing the number of full or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force partial calendar months during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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 calendar year 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the ExecutiveEmployee's employment is terminated without Cause and such termination 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, which ever time period is less, the Company shall allow Employee to continue participation in the Company s group health insurance plan at the request or direction of or pursuant to negotiations Company's expense. In accordance with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause all applicable laws, Employee shall be extended all COBRA rights and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur benefits at the request or direction of, or pursuant to negotiations with, such Person, or 3) end of the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)Severance Period.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In Subject to the event that: (x) provisions of Section 2 hereof, upon termination of the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) of the Executive by the Company without Cause and (y) cause after completion of the termination of employment occurs within two years following a Change notice period provided in Control then Section 2(b), the Executive shall be entitled to: to receive: (Ii) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless amount of the Executive's and Company's performance during such fiscal year; (III) an amount equal ’s Base Salary accrued with respect to twice the period prior to the date of termination of the Executive's annual bonus opportunity for ’s employment, to the year of termination extent not previously paid, (excluding any overachievement bonus opportunityii) payable in equal installments over the 24-month period for which Base Salary is continued; (IV) the continued right to exercise the Special Stock Option a salary continuation benefit for a period of two years from six (6) months following the Termination Date (date of termination of Executive’s employment, at a rate equal to the rate of Executive’s Base Salary as of the day immediately preceding the date of termination, payable at the times and in the manner of the Company’s regular payroll practices, provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum this period of 3 months from the Termination Date (provided, however, salary continuation benefit will be reduced by that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as number of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributionsweeks, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which that the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for remains employed by the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved but is required to remain away from work during the Executive's period of actual employment with the Company, Notice Period and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be further reduced to the extent that equivalent coverages the Company pays salary in lieu of employment of Executive during the Notice Period and benefits (determined on a coverage-by-coverage and benefit-by-benefit basisiii) are provided under the plans, programs or arrangements an amount in lieu of a subsequent employer; and Discretionary Bonus equal to (XIx) the benefits described Discretionary Bonus, if any, paid to the Executive for the fiscal year of the Company immediately preceding the year in Section 8(H)(I)which Executive’s employment is terminated, multiplied by (y) a fraction, the numerator of 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 the denominator of which is 365. For purposes Any amount payable to the Executive pursuant to clause (ii) or (iii) of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control6(a) shall be deemed paid to be the Executive only in the event that he executes a Termination release of Executive's Employment without Cause following liability in favor of the Company in a Change form satisfactory to the Company and to the extent that Executive is not otherwise in Control: 1) the Executive's employment is terminated without Cause and breach of this Agreement or such termination is release agreement at the request or direction time of or pursuant to negotiations with a Person who has entered into an agreement with payment. Notwithstanding anything else contained herein, in the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees event that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(Fterminated without cause within the one year period following a “change of control” (as defined herein), and Executive shall be entitled to receive the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided benefits set forth in Section 8(F)(X)6(d) in lieu of the benefits set forth in Section 6(a) above.

Termination Without Cause. Following If the IESO terminates this Agreement without cause in accordance with Section 3.2(g), the Participant’s entitlement to a Change in Control or Potential Change in Control. In EE Capacity Payment shall be determined as follows: (a) If the event that: (x) IESO terminates this Agreement prior to the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by submission of the Company without Cause and (y) Participant’s EE Resource Plan Update for an Obligation Period, the termination of employment occurs within two years following a Change in Control then the Executive Participant shall be entitled toto 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 submission of the 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 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 EE Capacity Payment for such Obligation Period calculated as the sum of the following: (Ii) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (IICD/TD) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination x (excluding any overachievement bonus opportunityAccepted Offer Price) x (2 x delivered EE Capacity – EE Capacity Obligation), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XIii) 0.7 x (RD/TD) x EE Capacity Obligation X Accepted Offer Price Where: CD = completed days in the benefits described 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 calculated normally in accordance with Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)5.5.

Termination Without Cause. Following a Change in Control or Potential Change in ControlEmployer may terminate this Agreement without cause at any time. In the event that“Without cause” termination shall include, but not be limited to: (xi) Employer’s notice to Employee of its intent not to renew this Agreement in accordance with the Executive's employment hereunder provisions of Section 1 hereof; (ii) Employer’s notice to Employee that his or her position will be relocated to an office which is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause greater than 35 miles from Employee’s prior office location; and (yiii) Employer’s reduction of Employee’s base salary to less than the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided base salary identified in Section 4; (II4(a) a Pro-Rata annual incentive award of this Agreement. If Employer terminates this Agreement without cause, Employer shall continue to pay Employee the compensation provided for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year Section 4(a) of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable in equal installments over the 24-month period for which Base Salary is continued; (IV) the continued right to exercise the Special Stock Option this Agreement for a period of two years from 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 Termination Date time of termination. In addition, Employee will receive (providedi) any earned but unpaid Base Salary and 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, howeverdeferred compensation or other benefit plan, that no options may be exercised after their expiration dateincluding 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 Special Stock Option to become fully vested and exercisable 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 Termination Date; number of months in the calendar year in which the Employee worked (Vrounded 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 continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period Employee’s target bonus (percentage of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration datebase salary), all such options to become fully vested and exercisable as of the Termination Date; (VIii) the immediate vesting Company’s financial performance and (iii) the Employee’s achievement of all shares his or her specific performance objectives. At the time of restricted stocktermination, including Employer shall determine the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributionsEmployee’s bonus amount, if any. Notwithstanding the foregoing, as are required under any payout of such plan; (VIII) an bonus amount equal to shall be contingent upon the excess Company satisfying the financial targets established by the Company’s Board of (A) Directors. Payment of any bonus shall be made at the present value time of the benefits annual bonus payout for all employees. COBRA coverage may be elected to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) continued participation, through the second anniversary of the Termination Date, in all medicalcontinue health, dental, visionand vision insurance during the Severance Period and beyond. If COBRA coverage is elected, hospitalization, disability and life Employee will pay only the employee contribution rate for the health 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any portion of the following events (if such event occurs within two years following such Potential Change in Control) shall COBRA coverage during the Severance Period. Dental and vision coverage under COBRA will be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is billed at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)full COBRA rate.

Termination Without Cause. Following At any time the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a Change termination under any of Sections 5.1, 5.2, 5.3, or 5.5), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in Control 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 Potential Change in Controlprovided to the Executive. In the event that: that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by date of termination, subject, however, to the Company without Cause provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal calendar year in which his employment terminates based 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 Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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 same 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(F)(X) hereunder shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), treated as if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to Agreement pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)5.4.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (x) that the Employer terminates Executive's ’s employment hereunder is terminated without Cause, then in addition to the Accrued Benefits, and subject to Section 4.2(b)(ii), (A) through a Constructive Termination without Cause or (B) by the Company without Cause and (y) the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) to receive continued payment of Executive’s Base Salary through the second anniversary for a period of twelve (12) months following the Termination Date, payable in accordance with the Employer’s normal payroll schedule, and (B) provided Executive effectively elects and remains eligible to receive continuation coverage under the Federal law commonly known as provided in Section 4; “COBRA,” the Employer shall pay to the carrier or reimburse Executive for (IIat the Employer’s discretion) a Pro-Rata annual incentive award the amount of any COBRA premiums under the Employer’s medical and dental benefit plans that would be due, less the active employee premium for Executive’s elected level of coverage, until the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year earliest to occur of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following x) twelve (12) months after the Termination Date, regardless of the (y) Executive's ’s death (provided that benefits provided to Executive’s spouse and Company's performance during such fiscal year; (III) an amount equal to twice the dependents shall not terminate upon Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date’s death), such Special Stock Option or (z) with respect to become fully vested and exercisable as of any particular plan, the Termination Date; (V) the continued right date Executive becomes eligible to exercise any outstanding stock option, other than the Special Stock Option, for participate in a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan comparable benefit provided by a subsequent employer (and any successor theretoExecutive must notify the Employer, in writing, at least two (2) if weeks or as soon as practicable prior to becoming eligible for such benefit through a subsequent employer); provided that the Executive had continued working for first payment of amounts due under this Section 4.2(b)(i) shall be made beginning on the Company for a period of 24 months first payroll date following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the effective date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, Release (as defined below) and the reduction factor (if any) for first payment shall include all amounts otherwise due prior thereto, subject to the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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 thereafterherein; provided, further, that, if the time period for executing the Release plus the revocation period provided that for therein spans two calendar years the Company's obligation first payment under this Section 8(F)(X4.2(b)(i) shall be reduced to made on the extent that equivalent coverages and benefits later of (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and (XII) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any first payroll date following the effective date of the following events Release and (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1II) the Executive's employment is terminated without Cause first payroll date in the later calendar year and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change shall, in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction ofeach case, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is include all amounts otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)due prior thereto.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (x) the Employer terminates Executive's ’s employment hereunder is terminated (A) through a Constructive Termination without Cause Cause, other than due to Disability or (B) by the Company without Cause and (y) the termination of employment occurs within two years following a Change in Control then death, the Executive shall be entitled to: (Ia) be paid by the Employer (i) the Base Salary in effect on the date of termination through the second anniversary date of termination, (ii) any previously awarded and unpaid Annual Cash Bonus; (iii) all unpaid reimbursable expenses incurred by Executive through the Termination Datedate of termination, payable with payment made as provided in Section 4;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. (IIb) a Prolump sum, to be paid by the Employer as soon as practicable but not later than two and one-Rata annual incentive award for half months following such termination date, equal to the fiscal year Base Salary in which his employment terminates based effect on the Executive's annual bonus opportunity for the year date of termination for a three (excluding any overachievement bonus opportunity3) 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 in a lump sum promptly following the Termination Date, regardless to Executive on account of the Executive's and Company's performance during such fiscal year; ’s Separation from Service will not be paid until after the earlier of (IIIi) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as first business day of the Termination Date; seventh month following Executive’s Separation from Service, or (Vii) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date ’s death (the “ 409A Suspension Period”). Within fourteen (14) calendar days after the end of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly409A Suspension Period, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalenceExecutive shall be paid a cash lump sum payment equal to any payments (including interest on any such payments), and benefits that the reduction factor (if any) Employer would otherwise have been required to provide under this Section 12.2 but for the early commencement imposition of pension the 409A Suspension Period delayed because of the preceding sentence. Thereafter, the Executive shall receive any remaining payments based on 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 age on employment relationship with the last day 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 24th month 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 Termination Date;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: (IXi) immediate vesting 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 as provided herein. The delayed benefits shall in any event expire at the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans;time such benefits would have expired had such benefits commenced immediately following the termination of the Executive’s employment. (Xii) continued participationTo the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, through then such payments or benefits shall be made or commence upon the second anniversary sixtieth (60) day following the termination of the Termination DateExecutive’s employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this agreement had such payments commenced immediately upon the termination of the Executive’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 the Executive’s employment. The Employer may provide, in all medicalits sole discretion, dental, vision, hospitalization, disability and life insurance coverages and that the Executive may continue to participate 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 any benefits commencing thereafterdelayed, provided that the Company's obligation under Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section 8(F)(X) 12.2 hereof, the Employer shall be reduced reimburse the Executive the Employer’s share of the cost of such benefits, to the extent that equivalent coverages and such costs otherwise would have been paid by the Employer or to the extent that such benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are otherwise would have been provided under by the plansEmployer at no cost to the Executive, programs or arrangements of a subsequent employer; and (XI) in each case had such benefits commenced immediately upon the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any termination of the following events (if such event occurs within two years following such Potential Change in Control) Executive’s employment. Any remaining benefits shall be deemed to be a Termination of Executive's Employment without Cause following a Change reimbursed or provided by the Employer in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement accordance with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause schedule and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)procedures specified herein.

Termination Without Cause. Following At any time the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a Change termination under any of Sections 5.1, 5.2, 5.3, or 5.5), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in Control 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 Potential Change in Controlprovided to the Executive. In the event that: that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by date of termination, subject, however, to the Company without Cause provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal calendar year in which his employment terminates based 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 Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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 same 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(F)(X) hereunder shall not be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), treated as if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to Agreement pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)5.4.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (x) that the Executive's ’s employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause and Sections 8(A) (ydeath), (B) (disability) and (F) (change in control) do not apply, and provided Executive executes a full release satisfactory to the termination of employment occurs within two years following a Change in Control Company, then the Executive shall be entitled to: (I1) Base Salary through for a two-year period ending on the second anniversary of the Termination Date, payable as provided in Section 4; (II2) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates the Termination Date occurs, based on the Executive's ’s annual bonus opportunity for the such fiscal year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's ’s and Company's ’s performance during such fiscal year; (III3) an amount equal to twice the Executive's ’s annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) ), payable in equal installments over the 24two-month year period for which Base Salary is continuedending on the second anniversary of the Termination Date; (IV4) the continued right to exercise the Special Stock Option for a period of two years from the Termination Date (provided, however, that no options may can be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date, and the immediate vesting of all shares of Special Restricted Stock as of the Termination Date; (V5) the continued right to exercise any outstanding vested and exercisable stock option, other than the Special Stock Option, for a minimum period of 3 12 months from the Termination Date (provided, however, that no options may can be exercised after their expiration date), all such options to become fully vested and exercisable as of . During the 12-month period following the Termination Date; , all unvested stock options (VIother than the Special Stock Option) will continue to vest as if the immediate vesting Executive were still employed with the Company. All stock options, other than the Special Stock Option, which are not vested or exercised as of 12 months following the Termination Date will be forfeited. In addition, all shares of restricted stock, including other than the Special Restricted Stock, which has not been distributed as of the Termination DateDate will be forfeited; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X6) 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 he/she or his his/her family members were participating on such date, on terms and conditions that are no less favorable to him him/her than those that applied on such date and with COBRA benefits commencing thereafter, ; provided that the Company's ’s obligation under this Section 8(F)(X8(D)(5) shall be 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; (7) immediate vesting in the Company’s Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan, and deferred compensation plans; and (XI) 8) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X8(H)(1).

Termination Without Cause. Following a Change The Corporation may terminate at any time the employment of the Executive without cause in Control or Potential Change in Control. In which case the event that: (x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause Corporation will provide and (y) the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled toto the following severance payments (“Severance Payments”) and the Executive hereby irrevocably waives the right to receive any additional compensation provided hereunder (unless explicated provided herein otherwise) or available under applicable statute or law: (Ii) any accrued and unpaid Base Salary through the second anniversary of Salary, less applicable statutory deductions, to the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Effective Date; (Vii) the continued right all vacation pay due and owing to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Effective Date; (VIiii) any short term bonus that the immediate vesting of all shares of restricted stockExecutive qualifies for pursuant to the conditions and stipulations contained in Section 3.2 hereto related to a termination other than “for cause”; and (iv) at the Corporation’s option, including the Special Restricted Stockeither: (a) a lump sum payment, as less applicable statutory deductions, equivalent to six months of the Termination Date;Executive’s Base Salary or (VIIb) an amount equal payment over the subsequent six months equivalent in amount, frequency and timing to the Company's contributions to which 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 under the Company's Retirement Savings Plan to 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 successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value additional vesting of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following Option after the Termination Effective Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan including in the event of a plan termination on the Date Change of Termination, compounded monthlyControl following any such termination). Following such termination, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable required to Executivebe available to work for the Corporation and may have other activities, except as subject to the restrictions provided in Article 2, but excluding Section 8(F)(X)2.1. 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. Following a Change in Control or Potential Change in Control. In At any time the event that: (x) Company shall have the right to terminate the Term of Employment by written notice to the Executive's employment hereunder . Upon any termination pursuant to this Section 5.4 (that is terminated (A) through not a Constructive Termination without Cause termination under any of Sections 5.1, 5.2, 5.3, 5.5 or (B) by 5.6), the Company without Cause and shall (yi) the termination of employment occurs within two years following a Change in Control then pay to the Executive shall be entitled to: (I) any unpaid Base Salary through the second anniversary effective date of the Termination Datetermination specified in such notice, payable as provided in Section 4; (IIii) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on continue to pay the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period (the " Continuation Period") through the date on which the Term of two years 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 the Termination Date (notice of termination hereunder, provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would shall have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the employed by Company for a period of 24 months following at least ninety (90) days to be eligible for such payment, (iii) continue to provide the Termination 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 highest annual rate of Base Salary achieved during Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive's , provided, however, Executive shall have been employed by Company for a period of actual employment with at least ninety (90) days to be eligible for such Benefits or payment of the Company, and the pension plan continued in force during the Separation Period, over (B) the present cash value of such Benefits, as set forth below. In the benefits event that the Company is unable to which provide the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as with any Benefits required hereunder by reason of the date termination of the Executive's Date employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan Benefit that otherwise would have accrued for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on benefit under the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) continued participation, through for 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 period during 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(F)(X) shall Benefits could not be 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. 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, programs or arrangements the Company may use as the value of a subsequent employer; and any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the vesting of the Executive's Stock Options, if any, shall be subject to the terms of the Stock Option Plan. The Company shall have no further liability hereunder (XIother than for (x) reimbursement for reasonable business expenses incurred prior to the benefits described date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in Section 8(H)(Iwhich such termination occurs). For all purposes of under this Section 8(F)Agreement, if preceded the failure by a Potential Change in Control, any Company to offer to renew the Agreement following the expiration of the following events (if such event occurs within two years following such Potential Change in Control) Initial Term or any Renewal Term on the same terms and conditions hereunder shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with treated as if the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to Agreement pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)5.4.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In If the event that: Employee’s employment by the Company is terminated by the Company other than (x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without for Cause or (By) as a result of an expiration of the Employment Term due to an election by the Company without Cause and (y) not to extend the termination term of employment occurs within two years following a Change in Control then this Agreement pursuant to the Executive provisions of Section 2 hereof, the Company shall be entitled topay or provide the Employee with the following: (Ii) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4;Accrued Benefits; and (IIii) a Pro-Rata annual incentive award for subject to the fiscal year Employee’s continued compliance with the obligations in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination Sections 9, 10 and 11 hereof, (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VIIA) an amount equal to the Company's contributions to which sum of the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Employee’s monthly Base Salary achieved during the Executive's period of actual employment rate (but not as an employee), paid in accordance with the Company, and making the maximum amount regular payroll practices of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months to be determined following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, such termination and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor Unpaid Annual Bonus (if any) ), paid in such manner and at such times as the Unpaid Annual Bonus would have otherwise been paid to the Employee without regard to the termination of the Employment Term, and will be paid ratably thereafter over the remaining payment schedule for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; pursuant to clause (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) planA), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be reduced to the extent that equivalent coverages 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 (determined on a coverage-by-coverage and benefit-by-benefit basisprovided in this Section 8(e) are provided shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs or arrangements of a subsequent employer; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination Company or under the Worker Adjustment Retraining Notification Act of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request 1988 or direction of any similar state statute or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)regulation.

Termination Without Cause. Following The Company shall have the right to terminate the Term of Employment by written notice to the Executive not less than thirty (30) days prior to the termination date. Upon any termination pursuant to this Section 5.4 (that is not a Change termination under any of Sections 5.1, 5.2, 5.3 or 5.5), the Company shall (i) pay to the Executive on the termination date unpaid Base Salary, if any, through the date of termination specified in Control such notice, (ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or Potential Change in Control. In before the event that: (x) date of the termination of the Executive's employment hereunder is terminated with the Company, at the time provided in Section 3.2a, (Aiii) through pay to the Executive on the termination date a Constructive Termination without Cause or lump sum payment equal to three (B3) by times the Company without Cause sum of (x) his Base Salary and (y) the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award accrued but unpaid Bonus for the fiscal year in which such termination occurs, (iv) continue to provide the Executive with the benefits under Sections 4.2 and 4.4 hereof (the "BENEFITS") for a period of three (3) years immediately following the date of his employment terminates based on 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 Executive's annual bonus opportunity employment had contained for an additional three (3) years. In the year event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F5.4, then the Company 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 5.4, the Company shall have no further liability hereunder (other than for (x) shall not be reduced by any amounts earned by or payable reimbursement for reasonable business expenses incurred prior to Executivethe date of termination, except as provided subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in Section 8(F)(Xwhich such termination occurs).

Termination Without Cause. Following a Change in Control or Potential Change in ControlThe Company may terminate the Term of Employment at any time without Cause, by written notice to the Executive not less than ninety (90) days prior to the effective date of such termination. In the event that: (x) that the Executive's employment hereunder Term of Employment is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause and (yother than due to the Executive’s death or Disability) the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (Ii) Base Salary through the second anniversary of the Termination DateThe Accrued Obligations, payable as provided in Section 4and when those amounts would have been payable had the Term of Employment not ended; (IIii) a ProThe Termination Year Bonus, payable as and when those amounts would have been payable had the Term of Employment not ended; (iii) A lump-Rata annual incentive award for sum payment equal to the fiscal year in which his employment terminates based Severance Amount, payable on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly 30th day immediately following the Termination Date; and (iv) the Company shall reimburse, regardless 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 and Company's performance during ’s premium required to maintain coverage for his dependents) for a period of 18 months after such fiscal year;termination or the expiration of the period in which COBRA coverage must be provided, whichever is less; and (IIIv) an amount equal All Equity Awards and or stock options previously granted to twice the Executive's annual bonus opportunity for Executive that remain outstanding immediately prior to the year effective date of termination (excluding any overachievement bonus opportunity) payable in equal installments over Termination shall become fully vested and exercisable upon the 24-month period for which Base Salary is continued; (IV) the continued right to exercise the Special Stock Option occurrence of such Termination and shall remain exercisable for a period of two (2) years from 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, in full settlement of all rights with respect to the stock options, an aggregate amount in cash equal to the fair market value of a share of the Company’s Common Stock on the Termination Date minus the per share exercise price for the stock options, times the number of shares to which the stock options have not been exercised at the time of the Termination. Such cash payment shall be made within thirty (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as 30) days of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X).

Termination Without Cause. Following The Company may terminate your employment at any time without Cause, effective upon delivery by the Company to you of a Change written notice of termination of your employment, provided that in Control or Potential Change lieu of notice, the Company provides you with: (i) all pay owed to the date of termination, including pay for accrued and unpaid vacation; (ii) subject to your duty to mitigate the loss of your employment, continuance of the Base Salary in Controleffect at the time of termination for a period equal to twelve months plus one additional month for every completed year of service with the Company, up to a total maximum of eighteen (18) months (the “Continuance Period”). In the event that: you secure employment prior to the end of the Continuance Period, then you agree to notify the Company of such fact and the Company will only be required to continue 50% of your Base Salary from the date of new employment until the end of the Continuance Period; (xiii) your anticipated Bonus Compensation during the Executive's employment hereunder is terminated Continuance Period based on the average annual bonus paid to you over the three-year period (Aor the lesser period if the Employee has been employed for less than three years) through a Constructive Termination without Cause or (B) preceding the date of termination and multiplied by the ratio equal to the number of months in the Continuance Period divided by 12; (iv) continuance of the Benefits, subject to the terms of the respective plans, until the earlier of you obtaining coverage from a new employer or the expiry of the Continuation Period. In the event the plans do not provide continuation of coverage after termination of your employment, the Company without Cause and will provide, or reimburse you for the cost of, equivalent replacement coverage until the earlier of you obtaining coverage from your new employer or the expiry of the Continuance Period; and (yv) continued vesting of any unexpired options until the termination of employment occurs within two years following a Change in Control then the Executive shall Continuance Period, at which time any unvested portion of such options will expire and be entitled to: (I) Base Salary through the second anniversary forfeit, and any vested portion of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable in equal installments over the 24-month period for which Base Salary is continued; (IV) the continued right to exercise the Special Stock Option options will be exercisable for a period of two years ninety (90) days from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as end of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Continuance Period, over (B) the present value of the benefits to at which the Executive is actually entitled under the Company's pension plan time any vested but unexercised options will expire and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)forfeit.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event thatthat Executive’s employment is terminated Without Cause during the Employment Period, the Bank shall: (xi) pay Executive his Earned Salary (as defined above); (ii) pay Executive his Prorated Incentive Compensation (as defined above); (iii) make, for the benefit of Executive's employment hereunder is terminated , the Accrued Plan Contribution (Aas defined above); (iv) through subject to Section 6(j), provide Executive (or upon his death, his surviving spouse and minor children, if any) with coverage under the Core Plans (or if applicable, a Constructive Termination without Cause or Contingent Insurance Stipend) for a period of thirty-six (B36) by months from the Company without Cause and (y) effective date of the termination of employment occurs within two years following a Change Executive’s Employment (in Control then each case subject to Executive’s payment of the Executive shall be entitled to: (I) Base Salary costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the second anniversary Bank’s then-current insurance carrier); and (v) pay Executive an amount equal to three (3) times Executive’s Average Annual Compensation. The term “Average Annual Compensation” shall mean the average of Executive’s annual Compensation based on the most recent three (3) taxable years, or if Executive was employed by the Bank for less than three (3) full taxable years, based on such lesser number of taxable years or portions thereof as Executive was employed by the Bank. The term “Compensation” shall mean, for the purposes of the Termination Dateforegoing definition as it relates to any tax year, payable 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 4; 3(j) (IIbut only with respect to the assumption and continuation of the Life Insurance Policy) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunityand this Section 6(c), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment Without Cause. Except as provided in Section 6(g) hereof, the amounts payable in a lump sum promptly following the Termination Date, regardless of the Executive's under Sections (ii) and Company's performance during such fiscal year; (IIIv) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable hereof shall be paid in equal installments over the 24-month period for which Base Salary is continued; (IV) beginning on the continued right to exercise Bank’s first regular payroll date after the Special Stock Option for a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the effective date of the termination and continuing thereafter on each regular payroll date for thirty-six (36) months. Upon Executive's Date of Termination’s death, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension any payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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 due under this Section 8(F)(X6(c) shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the planspaid, programs or arrangements of a subsequent employer; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F)as applicable, if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive’s estate, except trust or as provided in Section 8(F)(X)otherwise required by law.

Termination Without Cause. Following a Change Notwithstanding anything to the contrary contained elsewhere in Control or Potential Change this Agreement, the Company, in Controlthe sole discretion of the CEO and Board, shall have the right to terminate Executive’s employment during the Term at any time and for any reason, without Cause by written notice to Executive. In the event that: 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 (x) a “Separation from Service”), and subject to the Executive's employment hereunder is terminated (A) through ’s execution and non-revocation of an effective general release of claims in favor of the Company in a Constructive Termination without Cause or (B) form delivered by the Company without Cause and to the Executive within the applicable consideration period specified in the release (ynot 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), the Company shall pay Executive as severance an aggregate amount equal to: (i) Six (6) months of his Base Salary (or twelve (12) months of his Base Salary if such termination of employment occurs within two years six (6) months following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4Control); (IIii) a Pro-Rata annual incentive award for notwithstanding the fiscal year in which his employment terminates based requirement of Section 3(b) that the Executive be employed on the Executive's annual bonus opportunity payment date, the amount of any unpaid bonus which has been earned by the Executive for any Financial Year preceding the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during ’s employment in respect of which such fiscal yearcompensation is paid or payable; (IIIiii) an amount equal to twice 50% of the Executive's annual bonus opportunity Target Bonus Amount for the year of Financial Year during which the termination occurs (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as or 100% of the Termination Date; Target Bonus Amount if such termination of employment occurs within six (V6) months following a Change in Control). All payments due under this Section 4(d) are subject to Section 7(k). Subject to the continued right to exercise any outstanding stock optionother terms of this paragraph, other than his severance shall be payable as and when Executive’s Base salary or bonus would otherwise have been paid (and in the Special Stock Optioncase of Base Salary, for a minimum period of 3 months from in accordance with the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as Company’s regular payroll payment practices) but in the case of the Termination Date; (VI) the immediate vesting of all shares of restricted stockbonus amount, including the Special Restricted Stock, as no later than March 15 of the Termination Date; (VII) an amount equal to year following the Company's contributions to year during which the Executive would have been entitled under is notified of his termination from the Company with the date of such payment determined by the Company's Retirement Savings Plan (or any successor thereto) . Notwithstanding the foregoing sentence, if the Executive had continued working for incurs a Separation from Service within two (2) years following the Company and occurrence of a Change in Control that also constitutes a change in the Retirement Savings Plan continued ownership or effective control of GTEC or a change in force during the Separation Period at the highest annual rate ownership of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value a substantial portion of the benefits to which assets of GTEC, in all cases within the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period meaning of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the CompanyTreasury Regulation Section 1.409A-3(i)(5), and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits severance payments to which the Executive is actually entitled under this Section 4(d) shall, except as limited below, be paid in a single lump sum on the Company's pension plan First Payment Date (as defined below). In the event of a Separation from Service prior to August 18, 2011 (the expiration date of the term of the Prior Agreement in effect on the date of this amended and supplemental retirement planrestated Employment Agreement), each computed the 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 60th day following the date of the Executive's ’s Separation from Service with the Company (the “First Payment Date”) and any such amounts that otherwise would have been paid prior to the First Payment Date of Termination, with present values to shall be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination paid on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) First Payment Date. The Company shall have no other liability to Executive other than for the early commencement of pension payments based on Accrued Rights or as otherwise required by law. Notwithstanding the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes foregoing provisions of this Section 8(F4(d), the payments described in this Section 4(d) shall immediately cease and be irrevocably forfeited if preceded by a Potential Change in Control, the Executive violates any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided restrictive covenants contained in Section 8(F)(X)5 of this Agreement.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (x) that the Executive's ’s employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause and Sections 8(A) (ydeath), (B) (disability) and (F) (change in control) do not apply, and provided Executive executes a full release satisfactory to the termination of employment occurs within two years following a Change in Control Company, then the Executive shall be entitled to: (I1) Base Salary through for a two-year period ending on the second anniversary of the Termination Date, payable as provided in Section 4; (II2) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates the Termination Date occurs, based on the Executive's ’s annual bonus opportunity for the such fiscal year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's ’s and Company's ’s performance during such fiscal year; (III3) an amount equal to twice the Executive's ’s annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) ), payable in equal installments over the 24two-month year period for which Base Salary is continued; (IV) ending on the continued right to exercise the Special Stock Option for a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as second anniversary of the Termination Date; (V4) the continued right to exercise any outstanding vested and exercisable stock option, other than the Special Stock Option, option for a minimum period of 3 12 months from the Termination Date (provided, however, that no options may can be exercised after their expiration date), all such options to become fully vested and exercisable as of . During the 12-month period following the Termination Date; (VI) the immediate vesting of , all shares of restricted stock, including the Special Restricted Stock, unvested stock options will continue to vest as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment were still employed with the Company, and making the maximum amount . All stock options which are not vested or exercised as of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 12 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Companywill be forfeited. In addition, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to all restricted stock which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed has not been distributed as of the date of the Executive's Termination Date of Termination, with present values to will be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Dateforfeited; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X5) 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 he/she or his his/her family members were participating on such date, on terms and conditions that are no less favorable to him him/her than those that applied on such date and with COBRA benefits commencing thereafter, ; provided that the Company's ’s obligation under this Section 8(F)(X8(D)(5) shall be 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; (6) immediate vesting in the Company’s Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan, and deferred compensation plans; and (XI7) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X8(H)(1).

Termination Without Cause. Following Subject to the provisions of Section 4(c), if, prior to the expiration of the Employment Term, the Company terminates the Employee’s employment without Cause, the Company shall, subject to the Employee’s execution of a Change general release of claims against the Company in Control or Potential Change 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 one and one half (1.5) times the sum of (i) Base Salary (at the rate in Controleffect on the date the Employee’s employment is terminated) plus (ii) Bonus (defined as the greater of (1) the average bonus amount paid to the 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. In The Company 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 that: 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 Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause end of the Severance Period or (B) by the Company without Cause and (y) the termination Employee obtaining other employment and becoming eligible to participate in the medical and life insurance plans of employment occurs within two years following a Change in Control then his new employer. Any general release of claims against the Executive Company required pursuant to this Section 4(b) shall be entitled to: executed and become irrevocable within sixty (I60) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly days following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date Employee’s termination of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)employment.

Termination Without Cause. Following The Company has the right to terminate the employment of the Executive without Cause, upon at least thirty days’ prior written notice, if such termination is approved by a Change in Control or Potential Change in Controlmajority vote of the Board taken at a meeting duly called to consider such matter. In the event that: (x) of termination of the Executive's ’s employment hereunder is terminated pursuant to this Section 9(b), the Company shall provide the Executive with the following “Termination Benefits,” and the Company shall have no further obligations to pay compensation or benefits under this Agreement: (i) a lump sum cash payment, within thirty days following the Date of Termination, equal to the sum of: (A) through a Constructive Termination without Cause or the Accrued Obligations, and (B) by the Company without Cause product of (1) three and (y2) the termination sum of employment 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 within two years following a Change in Control then (if no target bonus has been set for such year, the Executive’s target bonus for the prior year shall be used); (ii) the Executive shall be entitled to: (I) Base Salary through the second anniversary credited with three additional years of service for purposes of calculating his retirement benefit under any supplemental or excess retirement plan of the Termination Date, payable Company in which he was a participant as provided in Section 4of the Date of Termination; (IIiii) a Pro-Rata annual incentive award 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 benefits to the Executive (and/or the 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 (and their families) (in addition, if the Executive is eligible for “COBRA” continuation health coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (or any successor provision), such coverage shall commence upon the end of the coverage for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunityseverance period), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (; provided, however, that no options may be exercised after their expiration date)if 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, such Special Stock Option benefits will be provided at the Executive’s cost subject to become fully vested reimbursement during any such period; and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (providedprovided further, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the Company medical and the Retirement Savings Plan continued in force other welfare benefits described herein shall be secondary to those provided under such other plan during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's such applicable period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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 employereligibility; and (XIiv) the benefits described in Section 8(H)(I). For Executive shall be credited with three additional years of service and age for purposes of this Section 8(F), if preceded eligibility for retiree health benefits under any retiree health plan maintained by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)Company.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In The employment of the event that: (x) the Executive's employment hereunder is Employee may be terminated (A) through a Constructive Termination without Cause or (B) at any time by the Company without Cause and (y) the termination vote of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary majority of the Board on delivery to the Employee of a written Notice of Termination Date, payable (as provided defined in Section 4; SECTION 13(A)). On the Date of Termination (IIas defined in SECTION 13(B)) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunitypursuant to this SECTION 11(B), payable the Company shall pay to the Employee in a lump sum promptly following in lieu of payments under SECTIONS 4(A), 4(B) AND 5 for the Termination Date, regardless remainder of the Executive's and Company's performance during such fiscal year; Term an amount equal to the sum of (IIIi) all Base Salary payable under SECTION 4(A) through the termination date, (ii) a pro-rated portion of the maximum Bonus available to the Employee under SECTION 4(B) for the year in which the termination occurs, (iii) an amount equal to twice three times the ExecutiveEmployee's annual bonus opportunity Total Compensation for the year 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 termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (providedSECTION 16 hereof, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as on each of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period first and second anniversaries of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthlyTermination of the Employee's employment, the mortality tables prescribed Company shall pay the Employee in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor a lump sum One Million Two Hundred Fifty Thousand Dollars (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I$1,250,000.00). For purposes of this Section 8(FSECTION 11(B), if preceded by a Potential Change in Control, any the Employee's Total Compensation shall equal the sum of the following events Base Salary, maximum Bonus of 100% of such Base Salary (if whether or not the entire amount was actually earned or paid to the 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 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 shall immediately vest and become exercisable. The term of any such event occurs within two years following such Potential Change in Control) options (including the Options), warrants and rights shall be deemed extended to be a Termination the fifth anniversary of Executivethe Employee's Employment without Cause following a Change in Control: 1) termination. The Employee acknowledges that extending the Executive's employment is terminated without Cause and such termination is at the request or direction term of or any incentive stock option pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction ofthis SECTION 11(B), or pursuant SECTION 11(C), 11(D) OR 12(A), could cause such option to negotiations withlose its tax-qualified status under the Internal Revenue Code of 1986, such Personas amended (the "Code"), or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required Company shall have no obligation to seek other employment or to attempt in compensate the Employee for any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except additional taxes he incurs as provided in Section 8(F)(X)a result.

Termination Without Cause. Following Subject to the provisions of Section 4(c), if, prior to the expiration of the Employment Term, the Company terminates the Employee’s employment without Cause, the Company shall, subject to the Employee’s execution of a Change general release of claims against the Company in Control or Potential Change 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 one and one half (1.5) times the sum of (i) Base Salary (at the rate in Controleffect on the date the Employee’s employment is terminated) plus (ii) Bonus (defined as the greater of (1) the average bonus amount paid to the 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. In The Company 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 that: 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 Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause end of the Severance Period or (B) by the Company without Cause and (y) the termination Employee obtaining other employment and becoming eligible to participate in the medical and life insurance plans of employment occurs within two years following a Change in Control then his new employer. Any general release of claims against the Executive Company required pursuant to this Section 4(b) shall be entitled to: executed and become irrevocable within sixty (I60) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly days following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date Employee’s termination of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)employment.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In At any time the event that: (x) 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 terminated (A) through not a Constructive Termination without Cause termination under any of Sections 5.1, 5.2, 5.3 or (B) by 5.5), the Company without Cause and shall (yi) the termination of employment occurs within two years following a Change in Control then pay to the Executive shall be entitled to: (I) any unpaid Base Salary through the second anniversary effective 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 date of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making (iii) pay to the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an Executive a lump sum amount equal to the excess thirty-six (36) months of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period Base Salary at the time of actual 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 pension plan continued Executive Plan; provided that the goals under Section 3.2 hereof and the Executive Plan for each period used in force during the Separation Periodcalculation of the Executive's Incentive Compensation, over shall be based on (B1) the present 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 single lump sum payment, within 30 days of the 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 which the Expiration Date. In the event that the Company is unable to provide the Executive is actually entitled with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans, 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 pension 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 supplemental retirement planconclusive on the Executive. For this purpose, each computed 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 become immediately fully vested in his or her Stock Options as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occursemployment. The Company agrees that shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Executive is not required date of termination, subject, however, to seek other employment or to attempt in any way to reduce amounts payable to Executive under this the provisions of Section 8(F)4.1, and (y) payment of compensation for unused vacation days that have accumulated during the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided calendar year in Section 8(F)(X)which such termination occurs.

Termination Without Cause. Following The 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 Change termination under any of Sections 5.1, 5.2, 5.3, or 5.5, the Company shall: (a) pay to the Employee any unpaid Base Salary through the date of termination of the Term of Employment specified in Control such notice; (b) pay to the Employee the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or Potential Change before the date of termination of the Term of Employment; (c) continue to pay the Employee’s Base Salary for a period (the “Continuation Period”) through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in Controlthe 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 3.2; (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: (x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by that the Company without Cause and (y) is unable to provide the Employee with any Benefits required hereunder by reason of the termination of employment occurs within two years following a Change in Control the Term of Employment pursuant to this Section 5.4, then the Executive Company shall be entitled to: (I) Base Salary through pay the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount Employee cash equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which Benefit that otherwise would have accrued for the Executive would be entitled Employee’s benefit under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working plan, for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to such Benefits could not be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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 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 subsequent employer; and (XI) similar manner to the benefits Gross-Up Payment described in Section 8(H)(I4.6). For purposes of this Section 8(F), if preceded by a Potential Change in Control, Upon any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause termination effected and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to compensated pursuant to this Section 8(F) 5.4, the Company shall not be reduced by any amounts earned by or payable have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to Executivethe date of termination, except as provided in subject, however, to the provisions of Section 8(F)(X4.1).

Termination Without Cause. Following If the Company terminates Executive’s employment at any time prior to a Change in of Control or Potential Change in Control. In the event that: (x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause (and other than as a result of Executive’s death or disability) and such termination constitutes a “separation from service” (B) by the Company without Cause and (y) the termination of employment occurs within two years following a Change in Control then the as defined under Treasury Regulation Section 1.409A-1(h)), Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award eligible for the fiscal year in which his employment terminates based on following severance benefits (the Executive's annual bonus opportunity for “Severance Benefits”): (i) the year of termination (excluding any overachievement bonus opportunity), payable in Company shall make a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) severance payment to Executive in an amount equal to twice eighteen (18) months of Executive’s then-current base salary plus 150% of the Executive's annual bonus opportunity greater of (A) 80% of the Target Bonus for the year of in which the termination occurs and (excluding any overachievement bonus opportunity) payable in equal installments over the 24-month period for which Base Salary is continued; (IVB) the continued right prior year’s Target Bonus actually earned by Executive, subject to exercise the Special Stock Option for a period of two years from the Termination Date withholdings and deductions, (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (Vii) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all each then-outstanding, unvested equity award held by Executive will accelerate as to that number of shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive under each such award that would have been entitled under vested in the Company's Retirement Savings Plan (or any successor thereto) if the ordinary course had Executive had continued working for to be employed by the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributionsfor an additional eighteen (18) months (or, if anyno shares would vest during such time under a specific award due to a cliff vesting provision, as are required under such plan; (VIII) an amount then the number of shares vesting and becoming exercisable pursuant to this paragraph shall equal to the excess product of (A) the present value total number of shares subject to the benefits to which the Executive would be entitled under the Company's pension plan award and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) a fraction, the present value numerator of which is eighteen (18) and the benefits to denominator of which is the Executive is actually entitled under total number of months in the Company's pension plan and supplemental retirement planvesting schedule), each computed with such vesting occurring as of the date of the Executive's Date ’s termination, (iii) the post-termination exercise period of Termination, with present values to be determined using the discount rate used all non-statutory stock options then held by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) Executive shall be reduced extended so that such options, to the extent that equivalent coverages and benefits vested, are exercisable until the earlier of (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and (XIA) the benefits described 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 Company, in Section 8(H)(Iwriting, if he becomes eligible for health insurance coverage from another source within eighteen (18) months after the termination). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable entitled to Executive, except as provided the Severance Benefits unless and until the release requirements set forth in Section 8(F)(X)5 of this Agreement are satisfied.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event thatGTI terminates this Agreement and the Employee’s employment without Cause: (i) GTI shall promptly pay or provide to the Employee, to the extent earned prior to the date of such termination: (x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or all Salary; (B) by the Company without Cause and (y) the termination pro rata share of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award all Bonuses for the fiscal year in which his employment terminates the termination occurred (which payment shall be made based on the Executive's annual bonus opportunity assumption that GTI had met the requirement for the year 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. (excluding any overachievement bonus opportunity)ii) subject to the GTI’s receipt from the Employee of a general release of employment-related claims, payable in attached hereto as Annex D, GTI shall also promptly pay to the Employee: (A) a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable in equal installments over the 24Employee’s Salary at its then-month period for which Base Salary is continued; (IV) the continued right to exercise the Special Stock Option current rate for a period equal to six (6) months, plus any amount to be paid to the Employee as a cash payout of two years from Salary due to the Termination Date (provided, however, Employee for that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as portion of the Termination Date; (VEmployer’s Notice Period that GTI shall elect to pay out pursuant to section 11(e) hereof; provided that following the continued right completion by the Employee of one year employment, the amount paid under this section 11(f)(ii)A shall increase to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions Employee’s Salary at its then-current rate for a period equal to which nine (9) months, plus any amount to be paid to the Executive would have been entitled under Employee as a cash payout of Salary due to the Company's Retirement Savings Plan Employee for that portion of the Employer’s Notice Period that GTI shall elect to pay out pursuant to section 11(e) hereof; and (or any successor theretoB) if in the Executive had continued working event GTI is unable to continue such benefits pursuant to clause (iii) hereof, GTI shall pay to the Employee the cost of continuing all medical and dental coverages for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's a period of actual employment with the Companysix (6) months, and making shall pay directly to the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an Employee a cash amount equal to the excess of (A) the present value of the benefits to maximum matching contribution which the Executive Employee would be entitled under have received pursuant to the Company's pension terms of GTI’s 401(k) Plan as though he had been permitted to continue making the maximum permissible contributions to such plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date;such period. (IXiii) immediate vesting In addition to the payments described in clause (ii) hereof, GTI shall continue to provide the Company's Retirement Savings Plan Employee and his eligible dependents at GTI’s expense (or except to the extent of any successor 401(kpremiums customarily charged to active employees) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) continued participation, through the second anniversary of the Termination Date, in with all medical, dental, vision, hospitalizationlife, disability and life insurance other coverages and as provided for under Section 6(b) hereof during the period determined 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 accordance with COBRA benefits commencing thereafterSection 11(f)(ii)(A), provided however, that such benefits shall cease upon the Company's obligation under this Section 8(F)(X) shall be reduced Employee’s receipt of comparable benefits under, or coverage under, any plans provided by a new employer if such coverage commences prior to the extent that equivalent coverages and benefits (period determined on a coverage-by-coverage and benefit-by-benefit basisin accordance with Section 11(f)(ii)(A) are provided under the plans, programs or arrangements of a subsequent employer; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)hereof.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In At any time the event that: (x) Company shall have the right to terminate the Term of Employment by written notice to the Executive's employment hereunder . Upon any termination pursuant to this Section 5.4 (that is terminated (A) through not a Constructive Termination without Cause termination under any of Sections 5.1, 5.2, 5.3, 5.5 or (B) by 5.6), the Company without Cause and shall (yi) the termination of employment occurs within two years following a Change in Control then pay to the Executive shall be entitled to: (I) any unpaid Base Salary through the second anniversary effective date of the Termination Datetermination specified in such notice, payable as provided in Section 4; (IIii) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on continue to pay the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period (the "Continuation Period") of two years six (6) months from the Termination Date (effective date of termination hereunder, provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would shall have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the employed by Company for a period of 24 months following at least one hundred eighty (180) days to be eligible for such payment, (iii) continue to provide the Termination 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 highest annual rate of Base Salary achieved during Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive's , provided, however, Executive shall have been employed by Company for a period of actual employment with at least one hundred eighty (180) days to be eligible for such Benefits or payment of the Company, and the pension plan continued in force during the Separation Period, over (B) the present cash value of such Benefits, as set forth below. In the benefits event that the Company is unable to which provide the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as with any Benefits required hereunder by reason of the date termination of the Executive's Date employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan Benefit that otherwise would have accrued for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on benefit under the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) continued participation, through for 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 period during 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(F)(X) shall Benefits could not be 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 . The Company's good faith determination of the amount that would have been contributed or arrangements the value of a subsequent employer; and (XI) any Benefits that would have accrued under any plan shall be binding and conclusive on the benefits described in Section 8(H)(I)Executive. For purposes this purpose, the Company may use as the value of this Section 8(F)any Benefit the cost to the Company of providing that Benefit to the Executive. Further, if preceded by a Potential Change in Control, any the vesting of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at Stock Options, if any, shall be subject to the request or direction terms of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occursStock Option Plan. The Company agrees that shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Executive is not required date of termination, subject, however, to seek other employment or to attempt in any way to reduce amounts payable to Executive under this the provisions of Section 8(F)4.1, and (y) payment of compensation for unused vacation days accumulated in accordance with the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(XCompany's then general policy).

Termination Without Cause. Following a Change in Control or Potential Change in ControlThe Company shall have the right, upon ninety (90) days’ prior written notice given to the Executive, to terminate the Executive’s employment for any reason whatsoever (except for Cause (as defined below)))). In the event that: (x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by of such termination, the Company without Cause and (y) the termination of employment occurs within two years following a Change in Control then shall have no further obligations hereunder, except that the Executive shall be entitled to: to (Ii) Base Salary through receive any accrued but unpaid salary and other amounts to which the second anniversary 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 paid that relates to any 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 Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, payout that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which 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); (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 Company's Retirement Savings Plan terms of this Agreement and (B) bonus compensation equal to fifty percent (50%) of the average of the actual annual bonuses (or any successor thereto) target bonus, if the Executive had continued working for has not yet received an actual bonus) paid or payable to the Company and Executive under the Retirement Savings Bonus Plan continued in force during the Separation Period at past two (2) completed fiscal years paid in accordance with the highest annual rate terms of Base Salary achieved during this Agreement (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive's period ’s date of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required termination);(v) receive reimbursement for financial counseling services under such plan; (VIIISection 6(b) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company hereof for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over two (B2) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of 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 ’s date of Terminationtermination); 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”), with present values to be determined using the discount rate used extent permitted by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, applicable law and regulations and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension applicable benefit plan, supplemental retirement plan and deferred compensation plans; (X) continued participation, through the second anniversary of the Termination Dateprogram or arrangement, in any and all medicalqualified and non-qualified pension and qualified retirement savings, dentalhealthcare, vision, hospitalization, disability and life insurance coverages and in all other employee welfare accidental death and dismemberment insurance benefit plans, programs and arrangements in which he or his family members were participating on such datearrangements, on terms and conditions that are no less favorable identical to him than those that applied on such date and with COBRA benefits commencing thereafter, provided that applicable to full-term senior officers of the Company's obligation . 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 8(F)(Xthat are separation pay as described under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii)(A) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any paid no later than December 31 of the second calendar year following events (if such event occurs within two years following such Potential Change the year in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) which the Executive's employment is terminated without Cause and such ’s termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(Foccurs; 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 reduced by any amounts earned by or payable required to Executive, except as provided in Section 8(F)(X)mitigate damages hereunder.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In At any time the event that: (x) 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 terminated (A) through not a Constructive Termination without Cause termination under any of Sections 5.1, 5.2, 5.3 or (B) by 5.5, the Company without Cause and shall: (ya) the termination of employment occurs within two years following a Change in Control then pay to the Executive shall be entitled to: (I) any unpaid Base Salary through the second anniversary effective date of termination specified in such notice, (b) pay to the Executive the accrued and declared but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making (c) continue to pay the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the CompanyExecutive's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company Base Salary for a period of 24 twelve (12) months following the Termination Date at the highest annual rate termination of Base Salary achieved during the Executive's period of actual employment with the Company, in the manner and at such time as the pension plan continued in force during Base Salary otherwise would have been payable to the Separation PeriodExecutive, over and (Bd) continue to pay the present value of Executive Incentive Compensation and continue to provide the Executive with the benefits to which he was receiving under Sections 4.2, 4.4 and 4.6 hereof, for a period of twelve (12) months following the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date termination of the Executive's Date of Terminationemployment with the Company, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan 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 a plan termination Executive's employment hereunder shall occur on or before December 31, 1997, then the Date Incentive Compensation and benefits payable under clause (d) of Termination, compounded monthly, this Section 5.4 shall be equal to the mortality tables prescribed in amounts that would have been paid or provided to the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) Executive for the early commencement year ended December 31, 1997. In the event that termination of pension payments based on 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 age on employment pursuant to this Section 5.4, then the last day Company shall pay the Executive cash equal to the value of the 24th month following benefit that otherwise would have accrued for the Termination Date; (IX) immediate vesting in Executive's benefit under the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) continued participation, through for 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 period during 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(F)(X) shall could not be 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; and said cash payments to be made within forty-five (XI45) days after the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any end of the following events (if year for which such event occurs within two years following such Potential Change in Control) 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 deemed binding and conclusive on the Executive. Further, the Executive shall continue to be a Termination of Executive's Employment without Cause following a Change vest in Control: 1) the Executive's Stock Options through the Expiration Date in the same manner and to the same extent as if his employment is hereunder terminated without Cause and such termination is at on the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occursExpiration Date. The Company agrees that shall have no further liability hereunder other than for: (i) reimbursement for reasonable business expenses incurred prior to the Executive is not required date of termination, subject, however, to seek other employment or to attempt in any way to reduce amounts payable to Executive under this the provisions of Section 8(F)4.1, and (ii) payment of compensation for unused vacation days that have accumulated during the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided calendar year in Section 8(F)(X)which such termination occurs.

Termination Without Cause. Following The Company has the right, at any time during the Term, 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 Change constructive termination without Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be limited solely to the payment, at the times and upon the terms provided for herein, of the greater of (i) the Executive's Annual Salary and Incentive Bonus for the number of full months remaining in Control 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 in effect 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), the average Incentive Bonus received by the Executive for the immediately preceding two fiscal years, together with all unpaid Incentive Bonus and Benefits awarded or Potential Change accrued up to the date of termination. If the Executive is terminated after he has received one Incentive Bonus but before he has received two, the Incentive Bonus in Controlclause (i) shall be based on the amount of that one Incentive Bonus; if he has not yet received an Incentive Bonus, it shall be based on the maximum Incentive Bonus (i.e., one half of the Annual Salary). In the event that: (x) the Executive's employment hereunder is terminated (A) through of a Constructive Termination without Cause or (B) termination by the Company without Cause and (y) the termination of employment occurs within two years following 180 days after a Change in of Control then (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) 4.3 shall not be reduced by due and payable in one lump-sum payment within 60 days after such termination. In all other cases, any amounts earned by or due to the Executive pursuant to this Section 4.3 shall be due and payable to Executive, except as provided in Section 8(F)(X)and when they would have become due and payable absent such termination.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (x) that the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause and Sections 8(A) (ydeath), (B) the termination of employment occurs within two years following a Change (disability) and (F) (change in Control control) do not apply, then the Executive shall be entitled to: (I) Base Salary through for a two-year period ending on the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates the Termination Date occurs, based on the Executive's annual bonus opportunity for the such fiscal year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) ), payable in equal installments over the 24two-month year period for which Base Salary is continuedending on the second anniversary of the Termination Date; (IV) the continued right to exercise the Special Stock Option for a period of two years from the Termination Date (provided, however, that no options may can be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date, and the immediate vesting of all shares of Special Restricted Stock as of the Termination Date; (V) the continued right to exercise any outstanding vested and exercisable stock option, other than the Special Stock Option, for a minimum period of 3 12 months from the Termination Date (provided, however, that no options may can be exercised after their expiration date), all such options to become fully vested and exercisable as of . During the 12-month period following the Termination Date; , all unvested stock options (VIother than the Special Stock Option) will continue to vest as if the immediate vesting Executive were still employed with the Company. All stock options, other than the Special Stock Option, which are not vested or exercised as of 12 months following the Termination Date will be forfeited. In addition, all shares of restricted stock, including other than the Special Restricted Stock, which has not been distributed as of the Termination DateDate will be forfeited; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (XVI) 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(F)(X8(D)(V) shall be 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; (VII) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan, and deferred compensation plans; and (XIVIII) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X).

Termination Without Cause. Following The Company has the right, at any time during the Term, 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 Change 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 and (ii) the 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 Control 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 in effect 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) together with all unpaid Incentive Bonus and Benefits awarded or Potential Change accrued up to the date of termination. If the Executive is terminated after he has received one Incentive Bonus, the Incentive Bonus in Controlclause (ii)(a) shall be based on the amount of that one Incentive Bonus; if he has not yet received an Incentive Bonus, it shall be based on the maximum Incentive Bonus (i.e., 75% of the Annual Salary). In the event that: (x) the Executive's employment hereunder is terminated (A) through of a Constructive Termination without Cause or (B) termination by the Company without Cause and (y) the termination of employment occurs within two years following 180 days after a Change in of Control then (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) 4.3 shall not be reduced by due and payable in one lump-sum payment within 60 days after such termination. In all other cases, any amounts earned by or due to the Executive pursuant to this Section 4.3 shall be due and payable to Executive, except as provided in Section 8(F)(X)and when they would have become due and payable absent such termination.

Termination Without Cause. Following The 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, to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a Change termination under any of Sections 5.1, 5.2, 5.3 or 5.5, the Company shall (i) pay to the Executive on the termination date unpaid Base Salary, if any, through the date of termination specified in Control such notice, (ii)pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or Potential Change in Control. In before the event that: (x) date of the termination of the Executive's employment hereunder is terminated with the Company, at the time provided in Section 3.2a, (Aiii) through pay to the Executive on the termination date a Constructive Termination without Cause or lump sum payment equal to three (B3) by times the Company without Cause sum of (x) his Base Salary, if any as of the date of his termination and (y) the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award accrued but unpaid Bonus for the fiscal year in which such termination occurs, (iv) continue to provide the Executive with the benefits under Sections 4.2 and 4.4 hereof (the "Benefits") for a period of three (3) years immediately following the date of his employment terminates based on 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 Executive's annual bonus opportunity employment had contained for an additional three (3) years. In the year event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F5.4, then the Company 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 5.4, the Company shall have no further liability hereunder (other than for (x) shall not be reduced by any amounts earned by or payable reimbursement for reasonable business expenses incurred prior to Executivethe date of termination, except as provided subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in Section 8(F)(Xwhich such termination occurs).

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (xi) If the Executive's ’s employment hereunder is terminated (A) through a Constructive Termination without Cause by Intervoice for any reason other than death, Inability to Perform, or (B) by Cause, Intervoice will continue to pay to the Company without Cause Executive, at the time and (y) in the termination of employment occurs within two years following a Change manner provided in Control then Paragraph 7(e)(ii), the Executive shall be entitled to: (I) Executive’s Base Salary through for 12 months from the second anniversary of Employment Termination Date if, within 45 days after the Employment Termination Date, payable as provided in Section 4; (II) the Executive has signed a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable general release agreement in a lump sum promptly following form acceptable to Intervoice and the Termination DateExecutive does not thereafter revoke such an agreement, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal if permitted by law to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (do so; provided, however, that no options may be exercised after their expiration dateIntervoice’s obligation under this Paragraph 7(e) is limited as follows: (A) If, in the reasonable judgment of Intervoice, 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 Special Stock Option to become fully vested and exercisable obligation remains, shall end as of the Termination Date;date Intervoice so notifies the Executive in writing; and (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor theretoB) if the Executive had continued working 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 Company and Executive by any regulatory agency, for actions or omissions related to the Retirement Savings Plan continued in force during Executive’s employment with Intervoice or any of its Affiliates, or if Intervoice reasonably believes that the Separation Period at Executive has committed any act or omission that would have entitled Intervoice to terminate the highest annual rate of Base Salary achieved Executive’s employment for Cause, whether such act or omission was committed during the Executive's period of actual ’s employment with Intervoice or any of its Affiliates or thereafter, Intervoice may suspend any payments remaining under this Paragraph 7(e) until the Company, and making the maximum amount final resolution of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to criminal or civil proceedings or until such earlier date on which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if Board has made a final determination as to whether the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which committed such an act or omission. If the Executive is actually entitled 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 Board determines that the Executive has committed such an act or omission, (1) Intervoice’s obligation to provide the payments set out in this Paragraph 7(e) shall immediately end, and (2) the Executive shall repay to Intervoice any amounts paid to the Executive pursuant to this 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). (ii) The Base Salary payments provided for under this Paragraph 7(e) shall be paid at the Company's pension plan time and supplemental retirement plan, each computed as 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 Date of Termination’s separation from service (or, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthlyif earlier, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement date of pension payments based on death of the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)409A(a)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) in order to 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 this 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. Following a Change in Control or Potential Change in Control. In the event that: (x) that the Company discharges the Executive without cause prior to the expiration of the Employment Period, the Executive's employment hereunder is terminated (A) through ’s post-discharge compensation and benefits will be as follows, subject to the Executive’s execution of a Constructive Termination without Cause or (B) by the Company without Cause and (y) the termination of employment occurs within two years following a Change release as set forth in Control then the Executive shall be entitled toParagraph 7 below: (Ia) Base Salary through The Executive will be placed on inactive or “RA” status beginning on the second anniversary day following his last day of active work and ending on the Termination Dateearliest of (i) the date the Employment Period was scheduled to expire, payable as (ii) the day the Executive begins employment for a person or entity other than the Company, or (iii) the day the Executive fails to observe any provision of this Agreement, including his obligations under Paragraphs 8 and 9 (the “RA Period”), during which time he will be paid the salary provided in Section 4subparagraph 2(a) on the same schedule as if he still were an active employee (less the customary deductions), subject to any required delay described in subparagraph (c) below; (IIb) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) The Executive will be paid an amount equal to twice two-thirds of the Executive's annual bonus opportunity targeted incentive provided in Paragraph 2(b) for the year in which he ceases active employment and for each succeeding year (or, on a pro rata basis, portion of termination (excluding any overachievement bonus opportunitya year) during the RA Period, payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for is still on RA status on the Company and scheduled payment date or, in the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value case of the benefits to year during which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) RA status terminates, if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination still on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age RA status on the last day of the 24th month RA Period. Payment to Executive shall be made at the regular time for payment of such bonuses under the Company’s Management Incentive Plan, but not later than the March 15 following the Termination Dateend of the relevant performance period, subject to any required delay described in subparagraph (c) below; (IXc) immediate vesting Notwithstanding the provisions of subparagraphs (a) and (b) above, if the Executive is a “specified employee” under section 409A of the Internal Revenue Code of 1986, as amended (“Code”), no payment of deferred compensation within the meaning Code section 409A that is not exempted from application of Section 409A as an exempt short term deferral or exempt separation pay in accordance with applicable Treasury regulations will be paid to the Executive on account of his termination of employment for 6 months following the day he ceases active work, and any such payments due during such 6-month period will be held and paid on the first business day following completion of such 6-month period, along with interest calculated at the 6-month Treasury rate in effect at the beginning of the RA Period; (d) Any unvested stock options, restricted stock or performance shares held by the Executive on his last day of active work that would have vested by the scheduled expiration of the Employment Period had the Executive not been discharged will vest on his last day of active work subject to the payment by the Executive of all applicable taxes. Any vested Arrow performance shares will be paid out in accordance with their terms. Any vested stock option will remain exercisable after the Executive ceases active work in accordance with the terms of the applicable award relating to post-termination exercise. Any stock options, performance shares or restricted stock not already vested on the Executive’s last day of active work or vested on such last day in accordance with this subparagraph (d) will be forfeited on the Executive’s last day of active work. (e) The Executive’s active participation in the Company's Retirement Savings Plan (or any successor ’s 401(k) plan)Plan, pension planESOP and SERP will end on his last day of active work, supplemental retirement plan and deferred compensation plans; (X) continued participation, through the second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability he will earn no vesting service 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 no additional benefits under those plans after that 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F)receiving a distribution of his vested account balance under the 401(k) plan or ESOP, if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall Executive will be deemed considered to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement have severed from service with the Company on his last day of active work. (f) The Executive will remain covered by the consummation Company medical plan during the RA Period under the same terms and conditions as an active employee. At the end of which the RA Period the Executive will constitute a Change be entitled to continuation coverage for himself and his eligible dependents under the plan’s COBRA provisions at his own expense. The Executive’s participation in Control; 2) all other welfare benefit and fringe benefit plans of the Company will end on the day he ceases active work, subject to any conversion rights generally available to former employees under the terms of such plans. Any amounts payable to the Executive under this Paragraph 6 shall be reduced by the amount of the Executive's ’s earnings from other employment is terminated through a Constructive Termination Without Cause and (which the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction ofExecutive shall have an affirmative duty to seek; provided, or pursuant to negotiations withhowever, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable obligated to Executive, except as provided in Section 8(F)(Xaccept a new position which is not reasonable comparable to his employment with the Company).

Termination Without Cause. Following a Change in Control or Potential Change in ControlThe Employment Term and the Executive’s employment hereunder may be terminated by the Company without Cause. In the event that: (x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause and (y) the termination of employment occurs within two years following a Change in Control then such termination, the Executive shall be entitled toto receive the Accrued Amounts and, subject to the Executive’s execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within sixty (60) days following the Termination Date (such 60-day period, the “Release Execution Period”), the Executive shall be entitled to receive the following: (Ia) Base Salary through equal installment payments payable in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to 0.75 times the sum of the Executive’s annual rate of base salary for the year in which the Termination Date occurs, which shall begin within sixty (60) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payments shall not begin 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 during the period beginning on the Termination Date and ending on the first payment date if no delay had been imposed; (b) a payment equal to the product of (i) the Annual Incentive, if any, that the Executive would have earned for the calendar year in which the Termination Date (as determined in accordance with Section 2.6) occurs based on achievement of the applicable performance goals for such year and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year (the “Pro-Rata Bonus”). This amount shall be paid on the date that annual bonuses are paid to similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the calendar year in which the Termination Date occurs; (c) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the 15th day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the nine-month anniversary of the Termination Date, payable as provided in Section 4; Date; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable in equal installments over the 24-month period for which Base Salary is continued; (IVii) the continued right date the Executive is no longer eligible to exercise the Special Stock Option for a period of two years from the Termination Date receive COBRA continuation coverage; and (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (Viii) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 2.2(c) would have been entitled violate the nondiscrimination rules applicable to non-grandfathered plans under the Company's Retirement Savings Plan Affordable Care Act (the “ACA”), or any successor thereto) if result in the Executive had continued working for imposition of penalties under the Company ACA and the Retirement Savings Plan continued related regulations and guidance promulgated thereunder), the parties agree to reform this Section 2.2(c) in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment a manner as is necessary to comply with the Company, and making the maximum amount ACA. (d) The treatment of employee contributionseach outstanding equity award, if any, as are required under such plan; (VIII) an amount equal to shall be determined in accordance with the excess of (A) the present value terms of the benefits to which the Executive would be entitled under the Company's pension applicable plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)award agreement.

Termination Without Cause. Following The Company shall have the right to terminate the Term of Employment at any time by written notice to the Executive 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 Change in Control termination under any of Sections 5.1, 5.2, 5.3 [or] 5.5 [or Potential Change in Control. In the event that: (x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by 5.6], the Company without Cause and shall (yi) the termination of employment occurs within two years following a Change in Control then pay to the Executive shall be entitled to: (I) any unpaid Base Salary through the second anniversary 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 Termination DateTerm of Employment, payable as provided in Section 4; (IIiii) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on continue to pay the Executive's annual bonus opportunity Base Salary for a period (the year “ Continuation Period”) of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly three months following the Termination Date, regardless termination of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual ’s employment with the Company, in the manner and making at such times as the maximum amount 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 employee contributionsthe 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 are required under such plan; (VIII) an amount a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the excess of (A) the present 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 Executive would be entitled under Term of Employment terminates. In the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if event that the Company is unable to provide the Executive had continued working for 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 for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during 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 actual employment with the Company, and amount that would have been contributed or the pension plan continued in force during the Separation Period, over (B) the present value of any Benefits that would have accrued under any plan shall be binding and conclusive on the benefits Executive. For this purpose, the Company may use as the value of any Benefit the cost to which the Company of providing that Benefit to the Executive is actually entitled under Further, the Company's pension plan and supplemental retirement plan, each computed as of the date of Executive shall continue to vest in the Executive's Date Stock Options through the end of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan Continuation Period in the event of a plan termination on same manner and to the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (same extent as if any) for the early commencement of pension payments based on the Executive's age his employment hereunder terminated on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or Continuation Period. Upon any successor 401(k) plan), pension plan, supplemental retirement plan termination effected and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to compensated pursuant to this Section 8(F) 5.4, the Company shall not be reduced by any amounts earned by or payable have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to Executivethe date of termination, except as provided subject, however, to the provisions of Section 4.1, and payment of compensation for unused vacation days that have accumulated during the calendar year in Section 8(F)(Xwhich such termination occurs)].

Termination Without Cause. Following a Change Employer shall have the right, exercisable upon written notice, to terminate Employee’s employment under this Agreement for any reason other than set forth in Control or Potential Change in Control. In the event that: Sections 7(a), (xc) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause and (yd), above, at any time during the Term. If Employee is so terminated by Employer pursuant to this Section 7(e) during the termination Term, Employer shall pay Employee two weeks of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary for each full year of service to a maximum of eight (8) weeks of the Termination DateBase Salary. Should Employee, payable as provided at Employee’s sole and exclusive option, provide Employer, no later than two (2) weeks prior to the end of the salary continuation benefits specified in Section 4; the preceding sentence, with Employer’s then standard form of separation, waiver and release agreement of all claims against Employer, then Employer agrees to (IIi) a Pro-Rata annual incentive award extend the period during which Employer shall pay to Employee the Base Salary, and (ii) reimburse Employee for the fiscal year in cost of the same medical, dental, long-term disability and life insurance pursuant to Section 6(a) to which his employment terminates based on Employee was entitled hereunder as of the Executive's annual bonus opportunity for the year date of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration datein the case of such medical and dental insurance, that Employee makes a timely election for, and continues to qualify for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, in each case (i.e., the Base Salary and insurance), such Special Stock Option to become fully vested and exercisable as until the expiration of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 twelve months from the Termination Date (provideddate of termination. Employer shall make such payments in accordance with its regular payroll schedule. In addition, howeverif Employee is so terminated by Employer pursuant to this Section 7(e) during the Term and prior to the Restricted Stock Vesting Date, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as then vesting of the Termination Date; Restricted Stock shall be accelerated as follows: (VIi) if the immediate vesting date of all shares of restricted stocktermination is on or after November 15, including 2011, but before November 15, 2012, the Special Restricted Stock, as of Stock shall be 33 1/3% vested if the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive Stock Performance Condition would have been entitled under met if determined on such termination date (rather than the Company's Retirement Savings Plan Restricted Stock Vesting Date) replacing “three (or any successor thereto3) times the Reference Price” with “one and two-thirds (1 2/3) times the Reference Price” in the definition of “Stock Performance Condition”; and (ii) if the Executive had continued working for date of termination is on or after November 15, 2012, but before the Company and Restricted Stock Vesting Date, the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would Restricted Stock shall be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) 66 2/3% vested if the Executive had continued working for Stock Performance Condition would have been met if determined on such termination date (rather than the Company for a period of 24 months following Restricted Stock Vesting Date) replacing “three (3) times the Termination Date at Reference Price” with “two and one-third (2 1/3) times the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan Reference Price” in the event definition of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed “Stock Performance Condition.” 3. All references to “Employer” in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be reduced Employment Agreement to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under relating to Employer’s common stock, Compensation Committee, the plansBoard, programs the CEO or arrangements of a subsequent employer; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F)Plan, if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be referring to ChromaDex Corporation, a Termination of Executive's Delaware corporation. 4. Capitalized terms used but not defined in this Amendment shall have the meanings given in the Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement Agreement. 5. This Amendment along with the Company Employment Agreement constitute the consummation sole and entire agreements of which will constitute a Change in Control; 2) the Executive's employment parties relating to the subject matter contained therein. To the extent there is terminated through a Constructive Termination Without Cause any inconsistency between this Amendment and the circumstances or events which constitute Employment Agreement, the basis for Executive's claim provisions of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) Amendment shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)controlling.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (x) that the Company discharges the Executive without cause prior to the expiration of the Employment Period, the Executive's employment hereunder is terminated (A) through post-discharge compensation and benefits will be as follows, subject to the Executive's execution of a Constructive Termination without Cause or (B) by the Company without Cause and (y) the termination of employment occurs within two years following a Change release as set forth in Control then the Executive shall be entitled toParagraph 7 below: (Ia) Base Salary through The Executive will be placed on inactive or "RA" status beginning on the second anniversary day following her last day of active work and ending on the Termination Dateearliest of (i) the date the Employment Period was scheduled to expire, payable as (ii) the day the Executive begins employment for a person or entity other than the Company, or (iii) the day the Executive fails to observe any provision of this Agreement, including her obligations under Paragraphs 8 and 9 (the "RA Period), during which time she will be paid the salary provided in Section 4subparagraph 2(a) on the same schedule as if she still were an active employee (less the customary deductions), subject to any required delay described in subparagraph (c) below; (IIb) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) The Executive will be paid an amount equal to twice two-thirds of the Executive's annual bonus opportunity targeted incentive provided in Paragraph 2(b) for the year in which she ceases active employment and for each succeeding year (or, on a pro rata basis, portion of termination (excluding any overachievement bonus opportunitya year) during the RA Period, payable in equal installments over on March 31 following the 24-month period for which Base Salary is continued; (IV) the continued right to exercise the Special Stock Option for a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as end of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions year to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) such targeted incentive relates if the Executive had continued working for is still on RA status on the Company and scheduled payment date or, in the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value case of the benefits to year during which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) RA status terminates, if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination still on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age RA status on the last day of the 24th month following the Termination DateRA Period, subject to any required delay described in subparagraph (c) below; (IXc) immediate vesting Notwithstanding the provisions of subparagraphs (a) and (b) above, if the Executive is a "specified employee" under section 409A of the Internal Revenue Code of 1986, as amended ("Code"), no payment of deferred compensation within the meaning of Code section 409A will be paid to the Executive on account of her termination of employment for 6 months following the day she ceases active work, and any such payments due during such 6-month period will be held and paid on the first business day following completion of such 6-month period, along with interest calculated at the 6-month Treasury rate in effect at the beginning of the RA Period; (d) Any unvested stock options, restricted stock or performance shares held by the Executive on her last day of active work that would have vested by the scheduled expiration of the Employment Period had the Executive not been discharged will vest on her last day of active work subject to the payment by the Executive of all applicable taxes. Any vested stock option will remain exercisable after the Executive ceases active work in accordance with the terms of the applicable award relating to post-termination exercise. Any stock options, performance shares or restricted stock not already vested on the Executive's last day of active work or vested on such last day in accordance with this subparagraph (d) will be forfeited on the Executive's last day of active work. (e) The Executive's active participation in the Company's Retirement Savings Plan (or any successor 401(k) plan)Plan, pension planESOP and SERP will end on her last day of active work, supplemental retirement plan and deferred compensation plans; (X) continued participation, through the second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability she will earn no vesting service 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 no additional benefits under those plans after that 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F)receiving a distribution of her vested account balance under the 401(k) plan or ESOP, if preceded the Executive will be considered to have severed from service with the Company on her last day of active work. (f) The Executive will remain covered by a Potential Change in Control, any the Company medical plan during the RA Period under the same terms and conditions as an active employee. At the end of the following events (if RA Period the Executive will be entitled to continuation coverage for herself and her eligible dependents under the plan's COBRA provisions at her own expense. The Executive's participation in all other welfare benefit and fringe benefit plans of the Company will end on the day she ceases active work, subject to any conversion rights generally available to former employees under the terms of such event occurs within two years following such Potential Change in Control) plans. Any amounts payable to the Executive under this Paragraph 6 shall be deemed to be a Termination reduced by the amount of Executive's Employment without Cause following a Change in Control: 1) the Executive's earnings from other employment is terminated without Cause and such termination is at (which the request or direction of or pursuant Executive shall have an affirmative duty to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Controlseek; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction ofprovided, or pursuant to negotiations withhowever, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable obligated to Executive, except as provided in Section 8(F)(Xaccept a new position which is not reasonable comparable to her employment with the Company).

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (x) If the Executive's ’s employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause and on or before June 30, 2022, then the Company will pay or provide to the Executive, less applicable tax withholdings, (yi) the termination Accrued Amounts; (ii) cash severance equal to the sum of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) one year’s Base Salary plus the amount of Base Salary that would have been payable from the date of Executive’s termination through the second anniversary of the Termination DateJune 30, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity)2022, payable in a lump sum promptly following substantially equal installments in accordance with the Termination Date, regardless of Company’s regular payroll cycle from the Executive's and Company's performance during ’s date of termination, however, with all payments that would have been made in 2023 on such fiscal year; schedule to be fully paid by March 15, 2023; (IIIiii) an amount equal to twice Executive’s 2022 Bonus, to the Executive's annual bonus opportunity for the year of termination extent earned, which will be prorated based on service through June 30, 2022, to be paid in a lump sum by March 15, 2023; (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VIIiv) an amount equal to Executive’s 2021 Bonus, if not already paid, to the Company's contributions extent earned but by assuming full achievement of the 25% MBO component thereof, to which be paid in a lump in 2022 when payment is made to other similarly situated executives; (v) reimbursement of COBRA premiums for Executive’s (and eligible dependents’) continued Company group health plan coverage, if timely elected by the Executive would have been entitled under and with proof of payment, for coverage through June 30, 2023 (the Company's Retirement Savings Plan “COBRA Reimbursement”); and (or any successor theretovi) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of either (A) the present value of Accelerated Vesting Goals (as defined herein) are satisfied, as determined by the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the CompanyCommittee, and the pension plan continued in force during the Separation Period, over or (B) the present value of Accelerated Vesting Goals are not satisfied, but [***], as determined by the benefits to which Committee, then the Executive is actually entitled under Option Shares (as defined in the Company's pension plan Option Agreements) and supplemental retirement plan, each computed the Units (as defined in the RSU Agreement) that would otherwise have vested upon their respective Initial Vesting Dates (as defined in the Equity Awards) shall vest as of the Executive’s date of termination and, solely with respect to the RSU Agreement, shall be settled on or before the 15th day of the third calendar month following calendar year of the Executive's Date ’s date of Terminationtermination (clauses (ii), with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination(iii), compounded monthly(iv), (v) and (vi) herein collectively, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X“Severance Payment”).

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (x) that the Executive's ------------------------- employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause and Sections 8(A), (yB) the termination of employment occurs within two years following a Change in Control or (F) do not apply, then the Executive shall be entitled to: (I) Base Salary through for a two-year period ending on the second anniversary of the Termination Date, payable as provided in Section 4, provided, however, that if Executive earns any employment income, self-employment income or consulting income from other sources during such two-year period, Executive shall provide written notice to the Company setting forth the nature and amount of such income, which shall be offset against Base Salary payments otherwise due to the Executive hereunder in excess of $400,000 (so that the Executive will receive no less than $400,000 pursuant to this Section 8(D)(I), regardless of other income); (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates the Termination Date occurs, based on the Executive's annual bonus opportunity for the such fiscal year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date)Date, such Special Stock Option to become fully vested exercisable as of the Termination Date, and exercisable the immediate vesting of all shares of Restricted Stock as of the Termination Date; (VIV) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (XV) 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(F)(X8(D)(V) shall be -------- ---- 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 successor 401(k) plan), pension plan, supplemental retirement plan, and deferred compensation plans; and (XIVII) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X8(I)(I).

Termination Without Cause. Following At any time the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a Change termination under any of Sections 5.1, 5.2, 5.3, or 5.5), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in Control 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) pay any bonus under Section 3.2 hereof, (iv) continue to provide the Executive with the benefits she was receiving under Sections 4.2, 4.4 and 4.5 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 Potential Change in Controlprovided to the Executive. Upon such termination, all unvested Stock Options granted to Executive shall become immediately vested and shall be exercisable for a period of not less than 90 days from such termination. In the event that: that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by date of termination, subject, however, to the Company without Cause provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal calendar year in which his employment terminates based 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 Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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 same 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(F)(X) hereunder shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), treated as if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to Agreement pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)5.4.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (x) The Term and the Executive's ’s employment hereunder is may be terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause and (y) at any time. In the termination event of employment occurs within two years following a Change in Control then any such termination, the Executive shall will be entitled toto receive the Accrued Obligations and any earned but unpaid Annual Bonus for the year immediately preceding the year in which the Executive’s employment terminates, and subject to the Executive’s compliance with Section 7, Section 8, Section 9 and Section 10 and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and board members in a form acceptable to the Company (the “Release”) and such Release becoming effective, the Executive will be entitled to receive: (Ia) an amount equal to 12 months’ of the Executive’s Base Salary through the second anniversary of in effect on the Termination Date, payable as provided in equal monthly installments over 12 months, the first of which will commence on the first payroll period following the date the Release becomes effective, and the initial payment shall include a catch-up payment to cover amounts retroactive to the date immediately following the Termination Date, (b) continued participation in the Company’s group insurance plans (except for short-term and long-term disability which shall cease on the Termination Date) and Employee Benefits described in Section 4;4.4, in each case for 12 months, subject to the terms and conditions of the applicable plan and approval of the insurance carrier, (IIc) notwithstanding anything to the contrary in any applicable option agreement, all stock options that are subject to a Protime-Rata annual incentive award based vesting schedule that are held by the Executive which would have vested if the Executive had remained employed for an additional 12 months following the fiscal year in which his employment terminates based on Termination Date shall vest and become exercisable effective as of the Executive's annual bonus opportunity for Termination Date and shall remain exercisable until the year earlier of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly i) the expiration of the term of such stock options and (ii) and 12 months following the Termination Date, regardless and (d) an Annual Bonus paid at the Target Bonus level for the calendar year in which the Executive’s employment is terminated, pro-rated for the period from the beginning of the Executive's and Company's performance during such fiscal year; (III) an amount equal calendar year up to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (Va) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date through (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VId) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthlycollectively, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X“Severance Benefits”).

Termination Without Cause. Following Notwithstanding anything to the contrary herein, Company reserves the right 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 Change 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 Control or Potential Change applicable law, by Company in Controlthe future), within the time period specified therein, and upon such agreement becoming effective by its terms, the following terms shall apply: (i) Company will pay Executive an amount equal to twenty-four (24) months of Executive’s then current Base Salary, less applicable withholdings. In This amount will be paid in forty-eight (48) substantially equal installments, which shall be treated as separate payments in accordance with paragraph 13 hereof, commencing on the event that: sixtieth (x60th) day following Executive’s termination of employment. These payments will not be eligible for deferrals to Company’s 401(k) plan. (ii) Subject to the Executive's employment hereunder terms 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 (A“Prior Year”) through will be paid at the same rate that continuing employees receive their bonus payments, less applicable tax withholdings, but in no event to exceed 100% of Executive’s target payout; provided that (i) Company pays a Constructive Termination without Cause or Bonus to eligible employees under Company’s ABP for the Prior Year, (Bii) by Executive’s Bonus has not already been paid to Executive at the Company without Cause time of termination of Executive’s employment, and (yiii) Executive was otherwise eligible for such Bonus payment if Executive had remained employed through the date of 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. (iii) In addition, subject to the terms of paragraph 4.B, Executive will receive a Bonus payment under the ABP for the year in which Executive’s termination of employment occurs within two years following a Change in Control then payable if and when bonuses are paid to other employees, prorated through the Executive shall effective date of the termination of Executive’s employment, less applicable withholdings. This amount will not be entitled to:eligible for deferrals to Company’s 401(k) plan. (Iiv) Base Salary through If Executive elects group health plan continuation coverage under the second anniversary 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 Termination Date, payable as provided calendar month following Executive’s termination of employment. Executive agrees that Company may impute compensation income to Executive in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice 102% of the Executive's annual bonus opportunity premium cost for such group health coverage if necessary to avoid adverse income tax consequences to Executive resulting from the year application of termination Section 105(h) of the Internal Revenue Code of 1986, as amended (excluding any overachievement bonus opportunitythe “Code”) payable in equal installments over to Company’s payment of the 24-month period for which Base Salary is continued;cost of such group health coverage. (IVv) 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 continued right 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 exercise become effective and irrevocable prior to the Special Stock Option for a period sixtieth (60th) day following Executive’s termination of two years from employment due to Executive’s failure to timely deliver the Termination Date (providedexecuted Separation Agreement, however, that Company will have no options may be exercised after their expiration dateobligation to make the payments or benefits provided by paragraphs 5.A.(i), such Special Stock Option to become fully vested (ii), (iii), (iv) and exercisable as of the Termination Date; (Vv) the continued right to exercise any outstanding stock optionherein, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the provide Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; andrequired by law. (XIvii) the benefits described in Section 8(H)(I). For purposes of this Section 8(F)Executive agrees to assist Company, if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise 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 anticipation connection with any legal proceeding. (ix) Executive shall not be entitled to notice and severance under any policy or plan of a Change Company (the payments set forth in Control which actually occursthis paragraph 5.A being given in lieu thereof) and Executive waives all participation in and claims under such policies and plans. The Company 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 Executive is not required detriment of Company, under paragraphs 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 other employment or to attempt in any way to reduce amounts payable recovery of the full payments made to Executive under this Section 8(Fsubparagraphs 5.A.(i), (ii), (iii) and the amounts payable (iv) above, and to pursuant to this Section 8(F) shall not be reduced obtain all other remedies provided by any amounts earned by law or payable to Executive, except as provided in Section 8(F)(X)equity.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (x) that the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause and (yneither Section 8(c) the termination of employment occurs within two years following a Change in Control nor Section 8(g) applies, then the Executive shall be entitled to: (Ii) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4;. (IIii) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates terminates, based on the Executive's annual target bonus opportunity for the year of termination (excluding any overachievement bonus opportunity)termination, payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (IIIiii) an amount annual incentive award for a period of 24 months following the Termination Date, based on a target bonus equal to twice 100% of his annualized Base Salary as of the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) Termination Date, payable on a Pro-Rata basis in equal installments over the 24-month period for which Base Salary is continued; (IViv) the continued right to exercise the Special Stock Option Option, for a period the lesser of two (A) 5 years from and (B) the Termination Date (provided, however, that no options may be exercised after their expiration date)remainder of its term, such Special Stock Option option to become fully vested and exercisable as of the Termination Date; (Vv) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date)months, all such options to become fully vested and exercisable as of the Termination Date; (VIvi) full payout, at maximum levels, under each ongoing Long-Term Incentive Plan in which the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, Executive is participating as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment , with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for payouts due in a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month lump sum promptly following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (Xvii) 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(F)(X8(e)(vii) shall be 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; and (XIviii) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X8(i)(i).

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: that the Company terminates Employee’s employment without Cause (xother than due to Total Disability) during the Employment Period, Employee shall be entitled to receive, in addition to the benefits set forth in Section 7(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”), such that such Release is effective, with all revocation periods having expired unexercised, by no later than the 60th day after such termination: (1) payment of any earned but unpaid annual incentive bonus under Section 5(c) for a previous completed year (such earned bonus to be paid when bonuses are generally paid to the 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 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 numerator of which is the 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 annual bonus to be paid when bonuses for the year in which the Notice Period Commences are generally paid to the Company’s officers); (4) the Executive's employment hereunder bonus Employee would have been entitled to receive under Section 5(d) for the calendar year in which the Notice Period commences, based on actual results (as determined without any exercise of negative discretion), but multiplied by a fraction, the numerator of which is terminated the number of days employed in such calendar year through the date such Notice Period commences and the denominator of which is 365 (A) through a Constructive Termination without Cause or (B) by such pro-rata bonus to be paid at the Company without Cause and (y) the same time as if no such termination of employment had occurred); (5) if such termination occurs within two years following a Change in Control then prior to the Executive shall be entitled to: 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) Base Salary through the second anniversary number of the Termination Dateshares of Common Stock underlying such tranche, payable as provided in Section 4; multiplied by (II) a Pro-Rata annual incentive award for fraction, the fiscal year numerator of which is the number of days in which his employment terminates based the period commencing on the Executive's annual bonus opportunity for grant date and ending on the year date the Notice Period commences and the denominator of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following which is the Termination Date, regardless number of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years days from the Termination Date grant date and ending on the date on which such tranche was scheduled to vest (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of with the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal subject to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the CompanyTVDS Award that become so vested, and the pension plan continued in force during the Separation Perioddividend equivalents attributable to such shares that become so vested, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of be settled within 60 days after the date of Employee’s “separation from service” within the Executive's Date meaning of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day Section 409A of the 24th month following the Termination Date; Code (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) planas defined as below), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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); and (XI6) with respect to the benefits described in Section 8(H)(I). For purposes of this Section 8(F)PSU Award, if preceded by a Potential Change in Controlsuch Notice Period commences prior to September 30, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of2019, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by 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 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 obligations under Sections 8 or payable to Executive, except as provided in Section 8(F)(X)9 of this Agreement.

Termination Without Cause. Following a Change in Control or Potential Change in ControlEmployer may terminate this Agreement without cause at any time. In the event that“Without cause” termination shall include, but not be limited to: (xi) Employer’s notice to Employee of its intent not to renew this Agreement in accordance with the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause provisions of Section 1 hereof; and (yii) 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 termination of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as compensation provided for in Section 4; (II4(a) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable in equal installments over the 24-month period for which Base Salary is continued; (IV) the continued right to exercise the Special Stock Option this Agreement for a period of two years from time equal to 12 months. Such pay continuation is contingent upon Employee executing Employer’s standard severance agreement, which incorporates a general release, at the Termination Date time of termination. In addition, Employee will receive (providedi) any earned but unpaid Base Salary and 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, howeverdeferred compensation or other benefit plan, that no options may be exercised after their expiration dateincluding 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 Special Stock Option to become fully vested and exercisable 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 Termination Date; number of months in the calendar year in which the Employee worked (Vrounded 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 continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period Employee’s target bonus (percentage of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration datebase salary), all such options to become fully vested and exercisable as of the Termination Date; (VIii) the immediate vesting Company’s financial performance and (iii) the Employee’s achievement of all shares his or her specific performance objectives. At the time of restricted stocktermination, including Employer shall determine the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributionsEmployee’s bonus amount, if any. Notwithstanding the foregoing, as are required under any payout of such plan; (VIII) an bonus amount equal to shall be contingent upon the excess Company satisfying the financial targets established by the Company’s Board of (A) Directors. Payment of any bonus shall be made at the present value time of the benefits annual bonus payout for all employees. COBRA coverage may be elected to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) continued participation, through the second anniversary of the Termination Date, in all medicalcontinue health, dental, vision, hospitalization, disability and life vision 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 during the Company's obligation under this Section 8(F)(X) shall be 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; Severance Period and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X).

Termination Without Cause. Following a Change in Control The Company may, with or Potential Change in Controlwithout reason, terminate the Period of Employment and Executive’s employment hereunder without Cause at any time, by providing Executive written notice of such termination. In the event that: (x) of the termination of the Period of Employment and Executive's ’s employment hereunder is terminated (A) through due to a Constructive Termination without Cause or (B) termination by the Company without Cause and (y) the termination of employment occurs within two years following a Change in Control other than due to Executive’s death or Permanent Disability), then the Executive shall be entitled toto receive: (Ii) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Datecash payment, regardless payable within sixty (60) days after termination of the Executive's and Company's performance during such fiscal year; (III) an amount ’s employment equal to twice the Executive's annual bonus opportunity for the year sum of termination (excluding A) any overachievement bonus opportunity) payable in equal installments over the 24-month period for which accrued but unpaid Base Salary is continued; (IV) the continued right to exercise the Special Stock Option for a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; date of Executive’s termination of employment hereunder (Vincluding any accrued but unpaid personal time off), (B) the continued right to exercise any outstanding stock optionEarned/Unpaid Annual Bonus, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date if any; and (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VIIC) an amount equal to the Company's contributions to which product of the Executive’s then current Base Salary and then current target annual incentive bonus times three. (ii) A pro-rated portion of the annual incentive compensation, if any, that Executive would have received pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs as though Executive’s employment had not been entitled under terminated, with such pro-ration based upon the percentage of such fiscal year that shall have elapsed through the 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 duration of the term of such award, notwithstanding any other provision of this Agreement or applicable plans (but subject to the Company's Retirement Savings Plan ’s ability to terminate the awards in a change in control or similar circumstances pursuant to the applicable plan and award agreements); and (iv) continued participation in the 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 (A) the expiration of the two (2) years from the effective date of termination or (B) Executive’s eligibility for financial support in a group health plan of a subsequent employer or entity for which Executive provides consulting services; provided, however, that the amount otherwise payable to Executive pursuant to Section 7(b)(i)(C) shall be reduced by the amount of any successor thereto) if the cash severance or termination benefits paid to Executive had continued working for 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 Retirement Savings Plan continued Company or any affiliate of the Company in force during 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 Separation Period at Company without Cause, except as set forth in this Section 7(b), Executive shall have no further rights to any compensation or other benefits under this Agreement. As a condition precedent to any Company obligation to the highest annual rate of Executive pursuant to this Section 7(b) (other than with respect to any accrued but unpaid Base Salary achieved during as of the date of Executive's ’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 actual employment with the Company, and making provide the maximum amount Company with a valid, executed, written release of employee contributions, if any, claims (in the form attached hereto as are required under Exhibit A or such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for other form as modified by the Company for a executive officers) and such release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Company shall have no obligation to make any payment to the Executive pursuant to Section 7(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 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Companytime in which Executive has to consider and revoke such release spans two different calendar years, and the pension plan continued in force during the Separation Period, over (B) the present value payment of the applicable benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor shall (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided required in order to avoid any tax, penalty or interest under the plans, programs or arrangements of a subsequent employer; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any 409A of the following events Internal Revenue Code of 1986, as amended (if such event occurs within the “Code”)) be made in the second of those two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)years.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (x) If the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause and (y) is terminated by the termination of employment occurs within two years following a Change in Control then Company other than for Cause, the Company shall pay or provide the Executive shall be entitled towith the following: (Ii) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4Accrued Benefits; (IIii) a Pro-Rata annual incentive award pro rata portion of the Executive's Annual Bonus for the fiscal year in which his employment terminates the date of termination occurs, based on final, audited actual results for such fiscal year, and pro-rated based on the Executive's annual bonus opportunity for number of days the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance 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): (IIIiii) an amount equal subject to twice the Executive's annual bonus opportunity continued compliance with the obligations in Sections 8, 9 and 10 hereof, the Company shall continue to pay the Executive the Base Salary at the rate being paid at the termination date, for the year earlier of termination twelve (excluding any overachievement bonus opportunity12) payable in months or until the executive secures other employment equal installments over the 24-month period for which to or greater than their Base Salary is continued; at such time (IV) the continued right to exercise the Special Stock Option for a period of two years from the Termination Date ("Severance Period"), provided, however, that no options may be exercised after their expiration in the event that Executive obtains other employment which pays the Executive a base salary less than the Base Salary on the termination date), such Special Stock Option then the payments under this clause (iii) shall immediately become subject to become fully vested and exercisable as offset by the amount of the Termination Date;base salary and guaranteed compensation, if any, from such other employment; and (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor theretoiv) if the Executive had makes a timely election of continued working 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 Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value remainder of the benefits applicable COBRA period. Notwithstanding the foregoing, the Company shall not be obligated to which provide the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor theretocontinuation coverage contemplated by this Section 7(d)(iv) if it would result in the Executive had continued working for imposition of excise taxes on the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment failure to comply with the Companynondiscrimination requirements of the Patient Protection and Affordable Care Act of 20I 0, as amended, and the pension plan continued in force during the Separation PeriodHealth Care and Education Reconciliation Act of20 I 0, over as amended (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(Xapplicable).

Termination Without Cause. Following Notwithstanding anything to the contrary herein, Company reserves the right 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 Change 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 Control or Potential Change applicable law, by Company in Controlthe future), within the time period specified therein, and upon such agreement becoming effective by its terms, the following terms shall apply: (i) Company will pay Executive an amount equal to twenty-four (24) months of Executive’s then current Base Salary, less applicable withholdings. In This amount will be paid in forty-eight (48) substantially equal installments, which shall be treated as separate payments in accordance with paragraph 13 hereof, commencing on the event that: sixtieth (x60th) day following Executive’s termination of employment. These payments will not be eligible for deferrals to Company’s 401(k) plan. (ii) Subject to the Executive's employment hereunder terms 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 (A“Prior Year”) through will be paid at the same rate that continuing employees receive their bonus payments, less applicable tax withholdings, but in no event to exceed 100% of Executive’s target payout; provided that (i) Company pays a Constructive Termination without Cause or Bonus to eligible employees under Company’s ABP for the Prior Year, (Bii) by Executive’s Bonus has not already been paid to Executive at the Company without Cause time of termination of Executive’s employment, and (yiii) Executive was otherwise eligible for such Bonus payment if Executive had remained employed through the date of 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. (iii) In addition, subject to the terms of paragraph 4.B, Executive will receive a Bonus payment under the ABP for the year in which Executive’s termination of employment occurs within two years following a Change in Control then payable if and when bonuses are paid to other employees, prorated through the Executive shall effective date of the termination of Executive’s employment, less applicable withholdings. This amount will not be entitled to:eligible for deferrals to Company’s 401(k) plan. (Iiv) Base Salary through If Executive elects group health plan continuation coverage under the second anniversary 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 Termination Date, payable as provided calendar month following Executive’s termination of employment. Executive agrees that Company may impute compensation income to Executive in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice 102% of the Executive's annual bonus opportunity premium cost for such group health coverage if necessary to avoid adverse income tax consequences to Executive resulting from the year application of termination Section 105(h) of the Internal Revenue Code of 1986, as amended (excluding any overachievement bonus opportunitythe “Code”) payable in equal installments over to Company’s payment of the 24-month period for which Base Salary is continued;cost of such group health coverage. (IVv) 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 continued right 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 exercise become effective and irrevocable prior to the Special Stock Option for a period sixtieth (60th) day following Executive’s termination of two years from employment due to Executive’s failure to timely deliver the Termination Date (providedexecuted Separation Agreement, however, that Company will have no options may be exercised after their expiration dateobligation to make the payments or benefits provided by paragraphs 5.A.(i), such Special Stock Option to become fully vested (ii), (iii), (iv) and exercisable as of the Termination Date; (Vv) the continued right to exercise any outstanding stock optionherein, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the provide Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; andrequired by law. (XIvii) the benefits described in Section 8(H)(I). For purposes of this Section 8(F)Executive agrees to assist Company, if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise 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 anticipation connection with any legal proceeding. (ix) Executive shall not be entitled to notice and severance under any policy or plan of a Change Company (the payments set forth in Control which actually occursthis paragraph 5.A. being given in lieu thereof) and Executive waives all participation in and claims under such policies and plans. The Company 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 Executive is not required detriment of Company, under paragraphs 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 other employment or to attempt in any way to reduce amounts payable recovery of the full payments made to Executive under this Section 8(Fsubparagraphs 5.A.(i), (ii), (iii), (iv) and the amounts payable (v) above, and to pursuant to this Section 8(F) shall not be reduced obtain all other remedies provided by any amounts earned by law or payable to Executive, except as provided in Section 8(F)(X)equity.

Termination Without Cause. Following a Change in Control or Potential Change in ControlEmployer may terminate this Agreement without cause at any time. In the event that"Without cause" termination shall include, but not be limited to: (xi) Employer's notice to Employee of its intent not to renew this Agreement in accordance with the Executiveprovisions of Section 1 hereof; (ii) Employer's employment hereunder notice to Employee that his or her position will be relocated to an office which is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause greater than 35 miles from Employee's prior office location; and (yiii) Employer's reduction of Employee's base salary to less than the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided base salary identified in Section 4; (II4(a) a Pro-Rata annual incentive award of this Agreement. If Employer terminates this Agreement without cause, Employer shall continue to pay Employee the compensation provided for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year Section 4(a) of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable in equal installments over the 24-month period for which Base Salary is continued; (IV) the continued right to exercise the Special Stock Option this Agreement for a period of two years from 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 Termination Date time of termination. In addition, Employee will receive (providedi) any earned but unpaid Base Salary and 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, howeverdeferred compensation or other benefit plan, that no options may be exercised after their expiration dateincluding 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 Special Stock Option to become fully vested and exercisable 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 Termination Date; number of months in the calendar year in which the Employee worked (Vrounded 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 continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period Employee's target bonus (percentage of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration datebase salary), all such options to become fully vested and exercisable as of the Termination Date; (VIii) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which financial performance and (iii) the Executive would have been entitled under 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 contingent upon the Company satisfying the financial targets established by the Company's Retirement Savings Plan (or Board of Directors. Payment of any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period bonus shall be made at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value time of the benefits annual bonus payout for all employees. COBRA coverage may be elected to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) continued participation, through the second anniversary of the Termination Date, in all medicalcontinue health, dental, visionand vision insurance during the Severance Period and beyond. If COBRA coverage is elected, hospitalization, disability and life Employee will pay only the employee contribution rate for the health 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any portion of the following events (if such event occurs within two years following such Potential Change in Control) shall COBRA coverage during the Severance Period. Dental and vision coverage under COBRA will be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is billed at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)full COBRA rate.

Termination Without Cause. Following If the Company terminates Executive’s employment at any time prior to a Change in of Control or Potential Change in Control. In the event that: (x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause (and other than as a result of Executive’s death or disability) and such termination constitutes a “separation from service” (B) by the Company without Cause and (y) the termination of employment occurs within two years following a Change in Control then the as defined under Treasury Regulation Section 1.409A-1(h)), Executive shall be entitled to:eligible for the following severance benefits (the “Severance Benefits”): (Ii) Base Salary through (i) the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in Company shall make a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) severance payment to Executive in an amount equal to twice the eighteen (18) months of Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable in equal installments over the 24’s then-month period for which Base Salary is continued; (IV) the continued right to exercise the Special Stock Option for a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as current base salary plus 150% of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess greater of (A) the present value of Target Bonus for the benefits to year in which the Executive would be entitled under the Company's pension plan termination occurs and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value prior year’s Target Bonus actually earned by Executive, subject to withholdings and deductions; (ii) (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 benefits 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 number of shares vesting and becoming exercisable pursuant to this paragraph shall equal the product of (i) the total number of shares subject to the award and (ii) a fraction, the numerator of which is eighteen (18) plus the Executive number of whole months that have elapsed between the Executive’s vesting commencement date and the date of termination, and the denominator of which is actually entitled under the Company's pension plan and supplemental retirement plantotal number of months in the vesting schedule), each computed with such vesting occurring as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date’s termination; (IXiii) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) continued participation, through the second anniversary post-termination exercise period 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(F)(X) non-statutory stock options then held by Executive shall be reduced extended so that such options, to the extent that equivalent coverages vested, are exercisable until the earlier of (A) the original term expiration date for such award and benefits (determined on a coverage-by-coverage and benefit-by-benefit basisB) are provided under the plans, programs or arrangements first anniversary of a subsequent employerExecutive’s termination date; and (XIiv) if Executive timely elects COBRA health insurance coverage, the benefits described 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 (the “COBRA Payment Period”) (provided that Executive must promptly inform the Company, in Section 8(H)(Iwriting, if he becomes eligible for health insurance coverage from another source within eighteen (18) months after the termination). For purposes Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of this the COBRA premiums would result in a violation of the nondiscrimination rules of Section 8(F105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), if preceded by a Potential Change then in Controllieu of providing the COBRA premiums, any the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. On the thirtieth (30th) day following events Executive’s Separation from Service, the Company will make the first payment in the case of the Special Severance Payment in a lump sum equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the Separation from Service through such thirtieth (if such event occurs within two years following such Potential Change in Control30th) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement day, with the Company balance of the consummation of which will constitute a Change in Control; 2) payments paid thereafter on the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)schedule described above.

Termination Without Cause. Following a Change in Control or Potential Change in ControlIf the Executive’s employment is terminated by the Company without Cause, the termination shall be effective on the thirtieth (30th) day following written notice of such termination to the Executive. In the event that: (x) of such termination without Cause, then, subject to the Executive's employment hereunder is terminated (A) through ’s execution of a Constructive Termination without Cause or (B) by release in a form acceptable to the Company without Cause and (y) the termination of employment occurs within two years following a Change in Control then Company, the Executive shall be entitled to: (Ii) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following cash payment, payable within ten (10) business days after the Termination Date, regardless date of termination of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided’s employment, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess sum of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of accrued but unpaid Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of such termination, (B) any earned but unpaid annual incentive bonus in respect of the most recently completed fiscal year preceding the date of such termination, and (C) 150% of the amount of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) ’s target Annual Bonus for the early commencement year containing the date of pension payments based on the Executive's age on the last day of the 24th month following the Termination Datesuch termination; (IXii) immediate vesting such employee benefits described in Section 4.1 as the Company's Retirement Savings Plan (Executive or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) continued participation, through his estate may be entitled to hereunder or under 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 of the Company's obligation ; (iii) a monthly severance payment payable in each of the eighteen (18) months following the date of termination of the Executive’s employment, the amount of each such payment to equal the Executive’s monthly Base Salary in effect immediately prior to such termination; (iv) if the Executive elects to continue his medical coverage under this Section 8(F)(XCOBRA, reimbursement by the Company of his COBRA costs for a period of up to eighteen (18) shall be reduced to months following 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 termination of a subsequent employerhis employment; and (XIv) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any immediate acceleration of the following events (vesting of all outstanding equity awards, including, without limitation, stock options and restricted stock, to the extent, but only to the extent, that such awards would have become vested if such event occurs within two years following such Potential Change in Control) shall be deemed the Executive had continued to be a Termination employed by the Company for an additional eighteen (18) months following the termination of Executive's Employment without Cause his employment; any such stock options, to the extent vested, shall continue to be exercisable until the earlier of their stated terms or one year following a Change in Control: 1) the termination of the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)’s employment.

Termination Without Cause. Following The 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, to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a Change termination under any of Sections 5.1, 5.2, 5.3 or 5.5, the Company shall (i) pay to the Executive on the termination date unpaid Base Salary, if any, through the date of termination specified in Control such notice, (ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or Potential Change in Control. In before the event that: (x) date of the termination of the Executive's employment hereunder is terminated with the Company, at the time provided in Section 3.2a, (Aiii) through pay to the Executive on the termination date a Constructive Termination without Cause or lump sum payment equal to the sum of (Bx) by his Base Salary, if any as of the Company without Cause date of his termination and (y) the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award accrued but unpaid Bonus for the fiscal year in which his employment terminates based on such termination occurs, (iv) continue to provide the Executive's annual bonus opportunity for Executive with the year of termination benefits under Sections 4.2 hereof (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III"Benefits") an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two (2) years from immediately following the Termination Date (provided, however, that no options may be exercised after their expiration date), date of his termination in the manner and at such Special Stock Option to become fully vested and exercisable times as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive Benefits otherwise would have been entitled under provided to the Company's Retirement Savings Plan Executive; (or any successor theretov) if pay to the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Companyas a single lump sum payment, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as within 30 days of the date of termination, a lump sum benefit equal to the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day value of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (portion of his benefits under any savings, pension, profit sharing or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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 plans that are no less favorable to him than those forfeited under such plans but that applied on such date and with COBRA benefits commencing thereafter, provided that the Company's obligation under this Section 8(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), would not have been forfeited if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at had contained for an additional two (2) years. In the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with event that the Company is unable to provide the consummation Executive with any Benefits required hereunder by reason of which will constitute a Change in Control; 2) the termination of the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F5.4, then the Company 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 5.4, the Company shall have no further liability hereunder (other than for (x) shall not be reduced by any amounts earned by or payable reimbursement for reasonable business expenses incurred prior to Executivethe date of termination, except as provided subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in Section 8(F)(Xwhich such termination occurs).

Termination Without Cause. Following a Change in Control or Potential Change in Control. In The Company shall have the event that: (x) right to terminate the Executive's ’s employment hereunder is terminated for any reason other than as set forth in Sections 5.1, 5.2 or 5.3 upon thirty (A30) through a Constructive Termination without Cause or (B) by days’ written notice to the Company without Cause and (y) the Executive; provided however, that upon any such termination of employment occurs within two years following a Change in Control then pursuant to this Section 5.4, the Executive shall be entitled toto the following: (Ii) The Company shall pay to the Executive any unpaid Base Salary accrued through the second anniversary effective date of termination specified in such notice. The Base Salary shall be paid in accordance with the Termination Date, payable as provided Company’s normal payroll schedule and payroll practices in Section 4effect from time to time; (IIii) a Pro-Rata annual incentive award for The Company shall pay to the fiscal year in which his employment terminates based on Executive any unpaid bonuses accrued through the Executive's annual bonus opportunity for the year effective date of termination specified in such notice. The bonuses (excluding any overachievement bonus opportunity), payable if any) shall be paid at such times and in a lump sum promptly following such manner as set forth in the Termination Date, regardless of the Executive's and Company's performance during such fiscal year’s Management Incentive Plan or other incentive compensation plan as may be in effect from time to time; (IIIiii) an amount equal Subject to twice the Executive's annual bonus opportunity for ’s execution of a general release referred to in Section 5.8 hereof and subject to compliance with the year covenants set forth in Section 6 hereof, the Company shall continue to pay to the Executive the Base Salary he was receiving at the time of termination (excluding any overachievement bonus opportunity) payable in equal installments over the 24-month period for which Base Salary is continued; (IV) the continued right to exercise the Special Stock Option of his employment for a period of two years the greater of (1) the remaining period of time set forth in Sections 2.1 or 2.4 hereof, as then applicable, or (2) twenty four (24) months following the date of termination of employment. The Base Salary shall be paid in accordance with the Company’s normal payroll schedule and payroll practices in effect from the Termination Date (time to time; provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for is a “specified employee” (within the Company and meaning of Section 409A), no payment shall be made before the Retirement Savings Plan continued in force during earlier of (1) the Separation Period at the highest annual rate of Base Salary achieved during date that is six (6) months after the Executive's period ’s termination of actual employment with employment; or (2) the Company, and making date of the maximum amount of employee contributionsExecutive’s death. All payments, if any, as are required under such plan; that otherwise would have been paid within six (VIII6) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date ’s termination of Termination, employment shall be accumulated during the applicable six (6) month period and shall be paid at the earliest date which complies with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event requirements of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination DateSection 409A; (IXiv) immediate vesting Subject to the Executive’s execution of a general release referred to in Section 5.8 hereof and subject to compliance with the covenants set forth in Section 6 hereof, the Executive shall also continue to receive annual cash bonuses for a period of the greater of (1) the remaining period of time set forth in Sections 2.1 and/or 2.4 hereof, or (2) twenty four (24) months following the date of termination of employment, the amount of which shall be determined in accordance with the terms and conditions set forth in Sections 2.4 and 3.3, whichever applicable, and in accordance with the terms and conditions of the Company's Retirement Savings ’s Management Incentive Plan or other incentive compensation plan as may be adopted by the Company from time to time; provided, however, that if the Executive is a “specified employee” (or any successor 401(k) planwithin the meaning of Section 409A), pension planno payment shall be made before the earlier of (1) the date that is six (6) months after the Executive’s termination of employment; or (2) the date of the Executive’s death. All payments, supplemental retirement plan if any, that otherwise would have been paid within six (6) months of the date of the Executive’s termination of employment shall be accumulated during the applicable six (6) month period and deferred compensation plansshall be paid at the earliest date which complies with the requirements of Section 409A; (Xv) continued participation, through The Company shall continue to provide the second anniversary Executive and his covered dependents the insurance benefits they were receiving immediately prior to the termination of the Termination DateExecutive’s employment for a period of the greater of (1) the remaining period of time set forth in Sections 2.1 and/or 2.4 hereof, or (2) twenty four (24) months following the date of termination of employment. The Company shall pay the monthly premiums or cost of such benefits in all medical, dental, vision, hospitalization, disability the time and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he manner required by the applicable plan 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(F)(X) shall be reduced policy. Notwithstanding anything to the extent that equivalent coverages contrary herein, the continuation of each insurance benefit to be provided to the Executive and his covered dependents shall cease on the date the Executive becomes eligible for such insurance benefit(s) with another employer; (vi) The Company shall continue to provide the Executive the retirement benefits he was receiving immediately prior to the termination of the Executive’s employment for a period of the greater of (determined on a coverage-by-coverage and benefit-by-benefit basis1) are provided under the plansremaining period of time set forth in Sections 2.1 and/or 2.4 hereof, programs or arrangements (2) twenty four (24) months following the date of a subsequent employertermination of employment; and (XIvii) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required shall continue to seek other employment or to attempt pay royalties in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X).accordance with

Termination Without Cause. Following If, at any time, the Company terminates your employment without Cause, and other than as a result of your death or disability or in connection with a Change in Control or Potential Change (as defined in Control. In the event that: Plan), and provided such termination constitutes a “separation from service” (x) as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to your satisfaction of the Executive's employment hereunder is terminated Additional Obligations (A) through a Constructive Termination without Cause or (B) by the Company without Cause and (y) the termination of employment occurs within two years following a Change in Control then the Executive as defined below), you shall be entitled to:to receive the following severance benefits (collectively, the “Severance Benefits”): (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (IIIi) an amount equal to twice six (6) months of your then current base salary, less all applicable withholdings and deductions, paid over such six (6) month period, on the Executive's annual bonus opportunity for schedule in paragraph (d) below (the year of termination (excluding any overachievement bonus opportunity) payable in equal installments over the 24-month period for which Base “Severance Salary is continuedContinuation”); (IVii) the if you timely elect continued right to exercise the Special Stock Option coverage under COBRA for a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested yourself and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled your covered dependents under the Company's Retirement Savings Plan (’s group health plans following such termination or any successor thereto) if the Executive had continued working for resignation of employment, then the Company shall pay the COBRA premiums necessary to continue your health insurance coverage in effect for yourself and your eligible dependents on the Retirement Savings Plan continued in force during termination date (the Separation Period at “COBRA Benefits”) until the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess earliest of (A) the present value close of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan six (and any successor thereto6) if the Executive had continued working for the Company for a month period of 24 months following the Termination Date at the highest annual rate termination of Base Salary achieved during the Executive's period of actual employment with the Companyyour employment, and the pension plan continued in force during the Separation Period, over (B) the present value expiration of your eligibility for the benefits to which the Executive is actually entitled continuation coverage under the Company's pension plan and supplemental retirement planCOBRA, each computed as of or (C) the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan when you become eligible for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) continued participation, through the second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability and life substantially equivalent health 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with ▇▇▇▇ ▇▇▇▇▇▇▇▇ November 10, 2016 new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in anticipation of a Change in Control which actually occurs. The Company agrees its sole discretion, that the Executive is payment of the COBRA premiums could result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not required limited to seek other employment or the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to attempt in any way instead pay you on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to reduce amounts payable the COBRA premiums for that month, subject to Executive applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. You may, but are not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. On the sixtieth (60th) day following your Separation from Service, the Company will make the first payment under this Section 8(F)clause (and, in the case of the Special Severance Payment, such payment will be you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the Separation from Service through such sixtieth (60th) day, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for coverage under another employer’s group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and the amounts payable to pursuant to all payments and obligations under this Section 8(F) clause shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X).cease;

Termination Without Cause. Following a Change in Control The Company may, with or Potential Change in Controlwithout reason, ------------------------- terminate the Period of Employment and Employee's employment hereunder without Cause at any time, by providing Employee written notice of such termination. In the event that: (x) of the Executivetermination of the Period of Employment and Employee's employment hereunder is terminated (A) through due to a Constructive Termination without Cause or (B) termination by the Company without Cause and (yother than due to Employee's death or Permanent Disability), then Employee shall be entitled to receive: (i) a lump sum cash payment equal to the sum of (A) any accrued but unpaid Base Salary as of the date of Employee's termination of employment occurs within two years following a Change in Control then hereunder, (B) the Executive shall be entitled to: Earned/Unpaid Annual Bonus, if any, (IC) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata target annual incentive award for compensation, if any, that Employee would have been entitled to receive pursuant to Section 3(b) in respect of the fiscal year in which his termination of Employee's employment terminates based on the Executive's annual bonus opportunity for the year of termination occurs and (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VIID) an amount equal to the Companyproduct of (x) the Employee's contributions then current Base Salary times (y) the greater of ----- (I) two (2) or (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 which Employee's termination of employment and without regard to any further extensions pursuant to Section 2). The lump sum cash payment shall be made in two installments with fifty percent (50%) of the Executive would have been entitled under 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's Retirement Savings Plan Agreement (or any successor thereto"Non-Competition"), fifty percent (50%) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period plus interest at the highest annual a rate of Base Salary achieved during eight percent (8%) per year from the Executivedate of Employee's period termination of actual employment with payable one (1) year after the Company, and making the maximum amount date of employee contributionsEmployee's termination of employment; (ii) such Employee Benefits, if any, as are required to which Employee may be entitled under such plan;the employee benefit plans and arrangements of the Company; and (VIIIiii) an amount equal to continued participation in the excess Company's group health insurance plans at the Company's expense until the earlier of (A) the present value expiration of the two (2) years from the effective date of termination or (B) Employee's eligibility for participation in the group health plan of a subsequent employer or entity for which Employee provides consulting services; provided, however, that the amount otherwise payable to Employee pursuant to Section 7(b)(i)(D) shall be reduced by the amount of any cash severance or termination benefits paid to which Employee under any other severance plan, severance program or severance arrangement of the Executive would be entitled under Company and its affiliates (but not reduced by any other payment to Employee whatsoever, including (without limitation) any payment by the Company or any affiliate of the Company in consideration of stock or any other property, whether pursuant to Section 5 of this Agreement or otherwise). 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 pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Companyobligations under Section 5, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Companyexcept for Employee's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor rights (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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, arrangements and programs or arrangements of a subsequent employer; and (XI) the benefits described referenced in Section 8(H)(I). For purposes of this Section 8(FSections 3(b), if preceded by a Potential Change in Control3(c) and 4, Employee shall have no further rights to any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request compensation or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive benefits under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)Agreement.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In If the event that: (x) the Executive's employment hereunder Employment Period is terminated (A) through a Constructive Termination without Cause or (B) by the Company without Cause and (yother than as a result of Executive’s death or Disability) the termination of employment occurs within two years following a Change in Control then the or by Executive for Good Reason, Executive shall be entitled toto receive: (Ii) Executive’s Base Salary through the second anniversary date of termination of the Employment Period (such date of termination or expiration, for any reason, the “Termination Date, payable as provided in Section 4”); (IIii) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based reimbursement of reimbursable expenses incurred on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following or prior to the Termination Date, regardless of the Executive's and Company's performance during such fiscal yearDate in accordance with Section 3(f); (IIIiii) vested or accrued compensation and benefits under any Company or its affiliates’ compensation or employee benefit or compensation plan (including, but not limited to, rights with respect to outstanding equity awards), in each case, subject to the terms and conditions of such plans or agreements (items described in clauses (i)-(iii), the “Accrued Compensation”); (iv) an amount equal to twice twelve (12) months (the “Severance Period”) of Executive's annual bonus opportunity for ’s Base Salary, which shall be payable by the year of termination (excluding any overachievement bonus opportunity) payable Company in equal installments over the 24-month period for which Base Salary is continuedcourse of the Severance Period in accordance with the Company’s normal payroll practices (as in effect from time to time); (IVv) any Annual Bonus pursuant to Section 3(b) previously earned by Executive, but not yet paid, to Executive in respect of the performance year that ended on or prior to the Termination Date, which amount shall be paid at the same time it would have been paid pursuant to Section 3(b) (the “Prior Bonus”); (vi) an Annual Bonus for the performance year in which Executive’s termination of employment occurs in an amount equal to the Annual Bonus that would have been payable to Executive based on actual performance with respect to the year of termination in the absence of Executive’s termination multiplied by a fraction, the numerator of which is the number of days that the Executive remained employed during the applicable performance year, and the denominator of which is three hundred and sixty-five (365), which amount shall be paid at the same time it would have been paid pursuant to Section 3(b) (the “Pro-Rata Bonus”); (vii) if Executive’s employment is terminated within twelve months (12) months prior to the date the Company achieves any Market Capitalization Target, then, in each case, the Executive shall be deemed to have remained employed through the date of achievement of such Market Capitalization Target and shall be entitled to receive the applicable Equity Payment pursuant to Section 3(d) (the “Equity Benefit”); and (viii) subject to Executive’s timely election of COBRA continued coverage under a Company group health plan, the Company will continue to pay the same employer share of the cost for group health coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) as paid or provided with respect to active employees who receive similar coverage, during the Severance Period or, if earlier, until Executive becomes eligible for group health benefits from another employer (the “COBRA Benefits”), provided, however, if the Company determines, in its sole discretion, that in the event the COBRA Benefits would cause Executive to be taxed on the reimbursements from the Company’s group health plan or cause the Company’s health plan to fail nondiscrimination testing under Section 105 of the Internal Revenue Code, the Company shall cause the value of such COBRA Benefits to be imputed in the income of Executive or the Company shall take such other reasonable actions as appropriate to avoid Executive becoming taxed on such health plan reimbursements. Executive agrees (A) at any time either before or during the period of time Executive is receiving COBRA Benefits, to inform the Company promptly in writing if Executive becomes eligible to receive group health coverage from another employer; and (B) that Executive may not increase the number of designated dependents, if any, following the Termination date unless Executive does so at Executive’s own expense (items described in clauses (iv)-(viii), the “Severance Benefits”). In each case, if and only if (i) Executive has executed and delivered to the Company a general release in form and substance satisfactory to the Company, which release shall be substantially in the form attached hereto in Exhibit A (a “Separation Agreement”) and (ii) the continued right to exercise the Special Stock Option for a period of two years from Separation Agreement has become effective within fifty-four (54) days after the Termination Date (the “Required Release Date”), and, in each case, only so long as Executive has not revoked or breached the provisions of the Separation Agreement or the Restrictive Covenants (as defined herein), then the Company shall pay and/or provide to Executive the Accrued Compensation and Severance Benefits. For the avoidance of doubt, the Separation Agreement must contain the following basic provisions: general release in favor of the Company and any other member of the Company and each of their respective members, owners, officers, directors, employees, agents, and contractors, but shall not contain any restrictive covenants. Notwithstanding anything to the contrary, the payments under this Section 4(b) and the Severance Period shall commence on the first payroll date following the date that such Separation Agreement becomes effective and non-revocable; provided, however, that no options may be exercised after their expiration date)such first payment shall include all amounts that otherwise would have been paid prior to the date the first payment was made had such payments commenced immediately upon employment termination. Notwithstanding the two preceding sentences, such Special Stock Option to become fully vested and exercisable as the extent necessary to comply with Section 409A of the Termination Date; (V) the continued right to exercise any outstanding stock optionCode, other than the Special Stock Option, for a minimum period of 3 months from if the Termination Date (providedand Required Release Date are in two separate calendar years, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as any payments of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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 amounts under this Section 8(F)(X4(b) that constitute deferred compensation within the meaning of Section 409A of the Code shall be reduced to payable on the extent that equivalent coverages and benefits later of (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and (XII) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if date such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination payment is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F)4(b) or (II) the first payroll date in such second calendar year. In any event, if such Separation Agreement is not effective and non-revocable by the amounts payable Required Release Date, then Executive shall forfeit all rights to pursuant to receive any payments under this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X4(b).

Termination Without Cause. Following a Change The Company may terminate this Agreement without Cause (as defined below in Control or Potential Change in Control. In the event that: (xsection 6) at any time and upon such termination the Executive's ’s employment hereunder is terminated will terminate. Except as provided in this subsection, if the Company terminates this Agreement without Cause, then (i) (A) through a Constructive Termination without Cause or (B) by the Company without Cause and (y) the termination of employment occurs within two years following a Change in Control then SKS will pay to the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable severance in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to sum of (1) the Executive’s Base Salary for twenty-four months at the rate in effect at the time of termination and (2) the Executive’s target bonus potential amount for the fiscal year during which the Executive would have been entitled under termination of this Agreement occurs (and no other bonus will be payable) (such sum, the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company“Severance Payment”), and making the maximum amount of employee contributions, if any, as are required under such plan; (VIIIB) each unvested restricted stock award (and not performance share awards) will immediately vest in an amount equal to the excess product of the number of shares subject to the award multiplied by a fraction the numerator of which is the number of days elapsed during the three-year vesting period for the award to and including the effective date of the termination of the Executive’s employment and the denominator of which is 1,095, and each unvested Cash Payment will immediately vest in an amount equal to the product of the Cash Payment multiplied by a fraction the numerator of which is the number of days elapsed during the one-year Cash Payment vesting period to and including the effective date of the termination of the Executive’s employment and the denominator of which is 365, and all awards of restricted stock that do not vest, all Cash Payments that do not vest, and all unvested performance share awards, will be immediately forfeited, and (Aii) if the Company’s termination occurs primarily in anticipation of or as a result of or due to, directly or indirectly, a Change in Control (this and all subsequent references to “Change in Control” refer to the definition of that term in the 2004 Plan), in addition to the Company’s payment of the Severance Payment to the Executive, all of the Executive’s restricted stock awards, the target amount of performance share awards, and each unpaid Cash Payment will immediately vest. With respect to the immediate vesting of the unpaid Cash Payments, the Company will make them within five business days following the termination of the Executive’s employment. To calculate a Cash Payment any portion of which immediately vests in accordance with this subsection (a), the Company will use the New York Stock Exchange closing price of the Company’s common stock on the date of termination of the Executive’s employment, and if termination occurs as described in clause (ii) of this subsection (a) the present value Company will use the per-share consideration paid to the Company’s shareholders with respect to their shares of the Company’s common stock as a result of the Change in Control instead of the New York Stock Exchange closing price. SKS’s obligations to provide the benefits described in this subsection (a) are subject to SKS’s receipt of a written release, in form and substance reasonably satisfactory to SKS, executed and delivered by the Executive in which the Executive releases SKS and its affiliates from all claims of, and liabilities and obligations to, the Executive arising out of this Agreement and the Executive’s employment by the Company. Termination of this Agreement in accordance with this subsection (a) will not terminate the Executive’s obligations under section 8 of this Agreement or SKS’s obligations under section 7 of this Agreement. If the Company terminates this Agreement without Cause and as a result the Executive would be entitled under to receive a severance payment in accordance with the Company's pension plan terms of SKS’s 2000 Change of Control and Company's supplemental retirement plan Material Transaction Severance Plan, as amended from time to time (the “2000 Plan”), if then in effect, that would be greater than the Severance Payment, then only in that circumstance and any successor thereto) if solely for purposes of 2000 Plan the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during may elect to waive the Executive's period of actual employment with ’s rights to receive the Company, Severance Payment and upon the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which waiver the Executive is actually will not be entitled under to receive the Company's pension plan Severance Payment and supplemental retirement plan, each computed this Agreement will not constitute an Existing Program as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan defined in the event 2000 Plan. If the Executive directly or indirectly engages in an association that constitutes an Association (as defined in section 8(b)(iv)(D) of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) planthis Agreement), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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 SKS’s obligations 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(F)(X) shall be 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; and (XI) provide the benefits described in Section 8(H)(I). For purposes the second sentence of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which subsection will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)immediately terminate.

Termination Without Cause. Following At any time the Company shall have the right to terminate the Term of Employment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a Change termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in Control such notice, (ii) continue to pay the Executive's Base Salary for a period (the " Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Potential Change in ControlBenefits otherwise would have been payable or provided to the Executive. In the event that: (x) that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by pursuant to this Section 5.4, then the Company without Cause shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and (y) conclusive on the termination Executive. For this purpose, the Company may use as the value of employment occurs within two years following a Change in Control then any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided continue to vest in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for Stock Options through the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless end of the Executive's Continuation Period in the same manner and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) same extent as if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual his employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age hereunder terminated on the last day of the 24th month Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by Company to offer to renew the Agreement following the Termination Date; (IX) immediate vesting in expiration of the Company's Retirement Savings Plan (Initial Term or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) continued participation, through Renewal Term on 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 same 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(F)(X) hereunder shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), treated as if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to Agreement pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)5.4.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (x) If the Executive's ’s employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company without is Terminated during the Term by the Company other than for Cause (which, for the avoidance of doubt, will not include a Termination due to the Executive’s Disability or death), and contingent on the Executive’s satisfaction of the Release Condition and the Executive’s continued compliance with the Executive’s obligations in Sections 10 and 11 hereof (yas well as with any and all other restrictive covenants applicable to the Executive in favor of the Company or its Affiliates), the Company will pay or provide to the Executive the following payments or benefits (collectively, the “Severance Benefits”): (i) the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination DateAccrued Benefits, payable as provided in Section 41(a); (IIii) a Pro-Rata annual incentive award severance payments in an aggregate amount equal to Executive’s Base Salary for 18 months (the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity“Severance Period”), payable in a lump sum promptly following equal bi-weekly installments in accordance with the Company’s general payroll policies and procedures over the Severance Period commencing on the Termination Date, regardless provided that the first such installment will be paid on the Company’s first regularly scheduled payroll date next following the sixtieth (60th) day after the Termination Date and will include payment of the Executive's and Company's performance during such fiscal yearany installments that were otherwise due prior thereto; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VIIiii) an amount equal to the Company's contributions to which product of (x) the Executive would have been entitled Executive’s target award under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement ’s short term incentive plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any“STIP”) for the early commencement of pension payments based on STIP performance year in which the Executive's age on ’s termination occurs (such amount, the last day of the 24th month “Target STIP Award”) and (y) 1.5, payable in one lump sum cash payment within sixty (60) calendar days following the Termination Date; (IXiv) immediate vesting an amount equal to the Executive’s award under the STIP for the performance year in which Termination occurs pro-rated using a fraction the numerator of which is the number of full and partial months during which the Executive was employed by the Company during such year and the denominator of which is twelve (12) (the “Pro-Rated STIP Award”), payable in accordance with the terms of the STIP, including satisfaction of any applicable performance goals and the application of adjustments to the target payout as set forth in the Company's Retirement Savings Plan (or any successor 401(k) plan)STIP, pension plan, supplemental retirement plan and deferred compensation plansin one lump sum cash payment at the time such awards are normally paid to all participants in the STIP but in no event later than March 15 of the year following the Executive’s Termination; (Xv) continued participation, through Company-paid executive outplacement services from one or more organizations retained by the second anniversary Company for this purposes for a period of twelve (12) months following the Termination Date, in all medical, dental, vision, hospitalization, disability subject to a maximum cost to the Company not to exceed $12,000.00 dollars 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 Executive engages such outplacement services within six months of the Company's obligation under this Section 8(F)(X) shall be reduced to Termination Date (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“Outplacement Services”); and (XIvi) subject to the benefits described Executive’s timely election of continuation coverage under the Company’s group health plan in Section 8(H)(I). For purposes accordance with COBRA, payment by the Company of this Section 8(Fthe full amount of Executive’s premiums for such continued coverage (without contribution or reimbursement from the Executive), if preceded by in a Potential Change in Control, manner intended to avoid any excise tax under Section 4980D of the following events (if Code, subject to the eligibility requirements and other terms and conditions of such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause coverage, and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with provided that the Company may modify or terminate the consummation benefit provided hereunder to the extent necessary to comply with applicable law (the “COBRA Subsidy”) for the lesser of which will constitute a Change in Control; 2(x) 18 months following the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction ofDate, or pursuant to negotiations with, such Person, or 3(y) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that until the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)becomes eligible for group health coverage from another employer.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In At any time the event that: (x) 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 terminated not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (Ai) pay to the Executive any unpaid Base Salary 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 Constructive Termination without Cause or 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 (Bincluding 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 Company without Cause 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, subject, however, to the provisions of Section 4.1, and (ii) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). Notwithstanding the foregoing, if the Executive shall find other employment occurs within two years following a Change in Control prior to the Expiration Date, then the Executive shall notify the Company in writing of the date and terms of such employment and the Company shall be entitled to: to reduce the amount payable to the Executive pursuant to Section 5.4(ii) during the period from the commencement of such other employment until the Expiration Date (Ithe "Other Employment Period") Base Salary through by the second anniversary compensation payable to the Executive for services rendered in connection with such other employment during the Other Employment Period. Nothing contained in this Section 5.4 or elsewhere herein shall relieve the Executive from any obligation to comply with any of the Termination Dateprovisions of Section 6 hereof, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based shall remain binding on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X).

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by that the Company discharges the Executive without Cause and (y) the termination of employment occurs within two years following a Change in Control then cause, the Executive shall be entitled to: (I) Base Salary through to the second anniversary following compensation during the remainder of the Termination Date, payable as Employment Period (the length of which shall be determined under Paragraph 3(d)) unless sooner terminated by Executive’s disability or death): (i) the base salary provided in Section 4; Paragraph 2a) payable in accordance with the usual payroll schedule, (IIii) two-thirds of the targeted incentive provided in Paragraph 2b) for each year during the Employment Period (or, on a Pro-Rata annual incentive award pro rata basis, portion of a year) payable on the normal payment date(s) for such incentive, (iii) the fiscal year 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 which the Company’s medical plan under the same terms and conditions as an active employee, with eligibility for continuation coverage for Executive and his employment terminates based 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 annual bonus opportunity for ’s last day of active work, subject to any conversion rights generally available to former employees. Any amounts payable to the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following Executive under this Paragraph 6 shall be reduced by the Termination Date, regardless amount of the Executive's and Company's performance during such fiscal year; ’s earnings from other employment (III) which the Executive shall have an amount equal affirmative duty to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (seek; provided, however, that no options may the Executive shall not be exercised after their expiration date), such Special Stock Option obligated to become fully vested and exercisable as of the Termination Date; (V) the continued right accept a new position which is not reasonably comparable to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to his employment with the Company's contributions to which ). Notwithstanding the foregoing, if the Executive would have been entitled under 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 Executive during the 6-month period immediately following the day he ceases active work for the Company's Retirement Savings Plan , 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 Paragraph 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 any successor theretoto continue such payments) if the Executive had continued working for the Company and the Retirement Savings Plan continued is in force during the Separation Period at the highest annual rate material breach of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)provisions.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In The Company shall have the event that: (x) right to terminate the Executive's ’s employment hereunder is terminated for any reason other than as set forth in Sections 5.1, 5.2 or 5.3 upon thirty (A30) through a Constructive Termination without Cause or (B) by days’ written notice to the Company without Cause and (y) the Executive; provided however, that upon any such termination of employment occurs within two years following a Change in Control then pursuant to this Section 5.4, the Executive shall be entitled toto the following: (Ii) The Company shall pay to the Executive any unpaid Base Salary accrued through the second anniversary effective date of termination specified in such notice. The Base Salary shall be paid in accordance with the Termination Date, payable as provided Company’s normal payroll schedule and payroll practices in Section 4effect from time to time; (IIii) a Pro-Rata annual incentive award for The Company shall pay to the fiscal year in which his employment terminates based on Executive any unpaid bonuses accrued through the Executive's annual bonus opportunity for the year effective date of termination specified in such notice. The bonuses (excluding any overachievement bonus opportunity), payable if any) shall be paid at such times and in a lump sum promptly following such manner as set forth in the Termination Date, regardless of the Executive's and Company's performance during such fiscal year’s Management Incentive Plan or other incentive compensation plan as may be in effect from time to time; (IIIiii) an amount equal Subject to twice the Executive's annual bonus opportunity for ’s execution of a general release referred to in Section 5.8 hereof and subject to compliance with the year covenants set forth in Section 6 hereof, the Company shall continue to pay to the Executive the Base Salary he was receiving at the time of termination (excluding any overachievement bonus opportunity) payable in equal installments over the 24-month period for which Base Salary is continued; (IV) the continued right to exercise the Special Stock Option of his employment for a period of two years the greater of (1) the remaining period of time set forth in Section 2.1 hereof, or (2) twenty-four (24) months following the date of termination of employment. The Base Salary shall be paid in accordance with the Company’s normal payroll schedule and payroll practices in effect from the Termination Date (time to time; provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for is a “specified employee” (within the Company and meaning of Section 409A), no payment shall be made before the Retirement Savings Plan continued in force during earlier of (1) the Separation Period at the highest annual rate of Base Salary achieved during date that is six (6) months after the Executive's period ’s termination of actual employment with employment; or (2) the Company, and making date of the maximum amount of employee contributionsExecutive’s death. All payments, if any, as are required under such plan; that otherwise would have been paid within six (VIII6) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date ’s termination of Termination, employment shall be accumulated during the applicable six (6) month period and shall be paid at the earliest date which complies with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event requirements of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination DateSection 409A; (IXiv) immediate vesting Subject to the Executive’s execution of a general release referred to in Section 5.8 hereof and subject to compliance with the covenants set forth in Section 6 hereof, the Executive shall also continue to receive annual cash bonuses for a period of the greater of (1) the remaining period of time set forth in Section 2.1 hereof, or (2) twenty-four (24) months following the date of termination of employment, the amount of which shall be determined in accordance with the terms and conditions set forth in Section 3.3 and in accordance with the terms and conditions of the Company's Retirement Savings ’s Management Incentive Plan or other incentive compensation plan as may be adopted by the Company from time to time; provided, however, that if the Executive is a “specified employee” (or any successor 401(k) planwithin the meaning of Section 409A), pension planno payment shall be made before the earlier of (1) the date that is six (6) months after the Executive’s termination of employment; or (2) the date of the Executive’s death. All payments, supplemental retirement plan if any, that otherwise would have been paid within six (6) months of the date of the Executive’s termination of employment shall be accumulated during the applicable six (6) month period and deferred compensation plansshall be paid at the earliest date which complies with the requirements of Section 409A; (Xv) continued participation, through The Company shall continue to provide the second anniversary Executive and his covered dependents the insurance benefits they were receiving immediately prior to the termination of the Termination DateExecutive’s employment for a period of the greater of (1) the remaining period of time set forth in Section 2.1 hereof, or (2) twenty-four (24) months following the date of termination of employment. The Company shall pay the monthly premiums or cost of such benefits in all medicalthe time and manner required by the applicable plan or policy. Notwithstanding anything to the contrary herein, dentalthe continuation of each insurance benefit to be provided to the Executive and his covered dependents shall cease on the date the Executive becomes eligible for such insurance benefit(s) with another employer; (vi) The Company shall continue to provide the Executive the retirement benefits he was receiving immediately prior to the termination of the Executive’s employment for a period of the greater of (1) the remaining period of time set forth in Section 2.1 hereof, vision, hospitalization, disability and life insurance coverages and or (2) twenty-four (24) months following the date of termination of employment; and (vii) The Company shall continue to pay royalties 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 accordance with COBRA benefits commencing thereafter, provided Section 3.2. In the event that the Company's obligation Company is unable to provide the Executive (and his covered dependents) with any benefits (other than salary and bonuses) required pursuant to Section 5.4 (v) and/or (vi), or the provision of such benefits would cause any plans or arrangements providing such benefits to violate any non-discrimination requirements under this Section 8(F)(X) any applicable law, then the Company shall be reduced pay the Executive cash equal to the extent value of the benefit that equivalent coverages and otherwise would have been paid for the insurance benefit(s) or accrued for the Executive’s benefit under the plan, respectively, for the period during which such benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are not provided under the plans, programs or arrangements of subject to applicable withholding and other taxes, said cash payments to be made in a subsequent employer; and (XI) lump sum each month until such time as the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is would otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to terminate pursuant to this Section 8(F5.4; provided, however, that if the Executive is a “specified employee” (within the meaning of Section 409A), no payment shall be made before the earlier of (1) the date that is six (6) months after the Executive’s termination of employment; or (2) the date of the Executive’s death. All payments, if any, that otherwise would have been paid within six (6) months of the date of the Executive’s termination of employment shall not be reduced by any amounts earned by or payable to Executive, except as provided in accumulated during the applicable six (6) month period and shall be paid at the earliest date which complies with the requirements of Section 8(F)(X).409A.

Termination Without Cause. Following a Change in Control or Potential Change in Control. (a) The Company may terminate the Employee's employment hereunder at any time during the Term, for any reason, without cause, effective upon the date designated by the Company upon thirty (30) days written notice to the Employee. (b) In the event that: (x) of a termination of the ExecutiveEmployee's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by pursuant to Section 8.4(a), the Company without Cause and (y) the termination of employment occurs within two years following a Change in Control then the Executive Employee shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) receive an amount equal to the Companylesser of: (i) all unpaid Base Salary from the effective date of the Employee's contributions termination through the remainder of the Term; or (ii) three (3) months Base Salary. Employee also shall be entitled to which receive all accrued (as of the Executive would have been entitled under effective date of the Employee's termination) but unpaid benefits and bonuses. In addition, Employee will be eligible to receive a liquidated termination fee equivalent to: (i) one (1) week's Base Salary for every year of employment with EXE (or its predecessor companies Neptune Systems, Inc. or Dallas Systems Corporation) up to five (5) years; and (ii) two (2) week's Base Salary for every year of employment with EXE (or its predecessor companies Neptune Systems, Inc. or Dallas Systems Corporation) over five (5) years. The amounts to be paid to Employee hereunder shall be payable in twelve (12) equal monthly installments in accordance with the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued severance payment plan then in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributionseffect, if any, as are required under such plan; (VIII) an amount equal at the time the Company terminates Employee's employment pursuant to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) Section 8.4(a); provided that, if the Executive had continued working for Employee obtains other employment during the twelve (12) month period following termination, then the Company shall only be obligated to pay the Employee the difference between the monthly installments provided for a in this Section 8.4 and the monthly salary the Employee shall receive from his/her new employer during such period of 24 months following employment. Employee acknowledges that, as a condition to participation in such severance plan, Employee must complete in good faith such employee exit forms then in use by the Termination Date Company at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executivetime Employee's employment is terminated without Cause and acknowledge in writing on such termination is forms then in use by the Company, Employee's obligations to the Company including, but not limited to, Employee's obligations with respect to confidentiality and Company property set forth in Sections 5 and 6 hereof and Employee's obligations with respect to the Covenant not to Compete set forth in Section 7 hereof. All Base Salary, benefits and bonuses shall cease at the request time of such termination, subject to the terms of any benefit or direction of or pursuant compensation plan then in force and applicable to negotiations with a Person who has entered into an agreement with the Employee. Except as specifically set forth in this Section 8.4, the Company the consummation shall have no liability or obligation hereunder by reason of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurstermination. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X).EMPLOYMENT AGREEMENT

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by that the Company terminates Employee’s employment without Cause and (y) Cause, in addition to the termination of employment occurs within two years following a Change payments provided for in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary Section 4.6 of the Termination DateEmployment Agreement, the Company shall pay Employee, to the extent not otherwise payable as provided in to Employee pursuant to Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless 4.6 of the Executive's Employment Agreement, the Accrued Obligations. In addition, (a) all of Employee’s outstanding equity grants and Company's performance during such fiscal year; (III) an amount equal awards that are Time Based Awards or Performance-Based Awards that have been earned but are still subject to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable in equal installments over the 24time-month period for which Base Salary is continued; (IV) the continued right to exercise the Special Stock Option for a period of two years from the Termination Date (provided, however, based vesting and that no options may be exercised after their expiration date), such Special Stock Option to have not previously vested shall accelerate and become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on upon the Date of Termination, compounded monthly, and (b) Employee shall also be entitled to receive a pro rata portion of the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, cash or securities that would otherwise have been earned under any outstanding equity grants and the reduction factor awards that are Performance Based Awards (if any) for had Employee remained employed, such pro rata portion to be determined by multiplying (i) the early commencement amount of pension payments based on such award or grant that would have been earned (if any) had Employee remained employed by the Executive's age on Company through the last vesting date under such award or grant by (ii) a fraction, the denominator of which is the aggregate number of days since the beginning of the Performance Period during which employment is terminated through the last day of the 24th month following Performance Period applicable to such award or grant and the Termination Date; (IX) immediate vesting in numerator of which shall be the Company's Retirement Savings Plan (or any successor 401(k) plan)number of days Employee is employed during the Performance Period during which employment is terminated; provided, pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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 transfer of stock or arrangements of a subsequent employer; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F)cash, if preceded by a Potential Change any, will not occur until and after the applicable performance criteria is achieved and certified in Control, accordance with the terms applicable to such grant or award. This provision shall control over any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request conflicting provisions under equity incentive plans or direction of grant or award agreements pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances such grants or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)awards were made.

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (x) that the Company discharges the Executive without cause prior to the expiration of the Employment Period, the Executive's employment hereunder is terminated (A) through post-discharge compensation and benefits will be as follows, subject to the Executive's execution of a Constructive Termination without Cause or (B) by the Company without Cause and (y) the termination of employment occurs within two years following a Change release as set forth in Control then the Executive shall be entitled toParagraph 7 below: (Ia) Base Salary through The Executive will be placed on inactive or "RA" status beginning on the second anniversary day following his last day of active work and ending on the Termination Dateearliest of (i) the date the Employment Period was scheduled to expire, payable as (ii) the day the Executive begins employment for a person or entity other than the Company, or (iii) the day the Executive fails to observe any provision of this Agreement, including his obligations under Paragraphs 8 and 9 (the "RA Period), during which time he will be paid the salary provided in Section 4subparagraph 2(a) on the same schedule as if he still were an active employee (less the customary deductions), subject to any required delay described in subparagraph (c) below; (IIb) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) The Executive will be paid an amount equal to twice two-thirds of the Executive's annual bonus opportunity targeted incentive provided in Paragraph 2(b) for the year in which he ceases active employment and for each succeeding year (or, on a pro rata basis, portion of termination (excluding any overachievement bonus opportunitya year) during the RA Period, payable in equal installments over on March 31 following the 24-month period for which Base Salary is continued; (IV) the continued right to exercise the Special Stock Option for a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as end of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions year to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) such targeted incentive relates if the Executive had continued working for is still on RA status on the Company and scheduled payment date or, in the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value case of the benefits to year during which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) RA status terminates, if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination still on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age RA status on the last day of the 24th month following the Termination DateRA Period, subject to any required delay described in subparagraph (c) below; (IXc) immediate vesting Notwithstanding the provisions of subparagraphs (a) and (b) above, if the Executive is a "specified employee" under section 409A of the Internal Revenue Code of 1986, as amended ("Code"), no payment of deferred compensation within the meaning of Code section 409A will be paid to the Executive on account of his termination of employment for 6 months following the day he ceases active work, and any such payments due during such 6-month period will be held and paid on the first business day following completion of such 6-month period, along with interest calculated at the 6-month Treasury rate in effect at the beginning of the RA Period; (d) Any unvested stock options, restricted stock or performance shares held by the Executive on his last day of active work that would have vested by the scheduled expiration of the Employment Period had the Executive not been discharged will vest on his last day of active work subject to the payment by the Executive of all applicable taxes. Any vested stock option will remain exercisable after the Executive ceases active work in accordance with the terms of the applicable award relating to post-termination exercise. Any stock options, performance shares or restricted stock not already vested on the Executive's last day of active work or vested on such last day in accordance with this subparagraph (d) will be forfeited on the Executive's last day of active work. (e) The Executive's active participation in the Company's Retirement Savings Plan (or any successor 401(k) plan)Plan, pension planESOP and SERP will end on his last day of active work, supplemental retirement plan and deferred compensation plans; (X) continued participation, through the second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability he will earn no vesting service 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 no additional benefits under those plans after that 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F)receiving a distribution of his vested account balance under the 401(k) plan or ESOP, if preceded the Executive will be considered to have severed from service with the Company on his last day of active work. (f) The Executive will remain covered by a Potential Change in Control, any the Company medical plan during the RA Period under the same terms and conditions as an active employee. At the end of the following events (if RA Period the Executive will be entitled to continuation coverage for herself and his eligible dependents under the plan's COBRA provisions at his own expense. The Executive's participation in all other welfare benefit and fringe benefit plans of the Company will end on the day he ceases active work, subject to any conversion rights generally available to former employees under the terms of such event occurs within two years following such Potential Change in Control) plans. Any amounts payable to the Executive under this Paragraph 6 shall be deemed to be a Termination reduced by the amount of Executive's Employment without Cause following a Change in Control: 1) the Executive's earnings from other employment is terminated without Cause and such termination is at (which the request or direction of or pursuant Executive shall have an affirmative duty to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Controlseek; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction ofprovided, or pursuant to negotiations withhowever, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable obligated to Executive, except as provided in Section 8(F)(Xaccept a new position which is not reasonable comparable to his employment with the Company).

Termination Without Cause. Following a Change in Control or Potential Change in ControlThe Company shall have the right, upon ninety (90) days' prior written notice given to the Executive, to terminate the Executive's employment for any reason whatsoever (except for Cause (as defined below) which is covered by Section 3(d)). In the event that: (x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by of such termination, the Company without Cause and (y) the termination of employment occurs within two years following a Change in Control then shall have no further obligations hereunder, except that the Executive shall be entitled to: to (Ii) Base Salary through receive any accrued but unpaid salary and other amounts to which the second anniversary 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 fiscal 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 Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, payout that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under to receive had he remained in employment through the Company's Retirement Savings Plan (or any successor thereto) if end of the Executive had continued working for fiscal year during which the Company and termination without Cause occurred, based on the Retirement Savings Plan continued in force during portion of the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Companyfiscal year that has elapsed prior to such termination, and making the maximum amount of employee contributions, if any, paid in accordance with Section 3(b) hereof; (iv) receive as are required under such plan; (VIII) an amount equal to the excess of damages (A) for a period ending on a date two (2) years from the present value date of termination without Cause, in accordance with the regular payroll policies of the benefits Company in effect from time to which 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 to the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan Bonus Plan during the past two (and any successor thereto2) if the Executive had continued working completed fiscal years; (v) receive reimbursement for the Company financial counseling services under Section 5(b) hereof for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over two (B2) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of 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 Executive's Date date of Terminationtermination without Cause (the "Without Cause Continuation Period"), with present values to be determined using the discount rate used extent permitted by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, applicable law and regulations and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension applicable benefit plan, supplemental retirement plan and deferred compensation plans; (X) continued participation, through the second anniversary of the Termination Dateprogram or arrangement, in any and all medicalqualified and non-qualified pension and qualified retirement savings, dentalhealthcare, vision, hospitalization, disability and life insurance coverages and in all other employee welfare accidental death and dismemberment insurance benefit plans, programs and arrangements in which he or his family members were participating on such datearrangements, on terms and conditions that are no less favorable identical to him than those that applied on such date and with COBRA benefits commencing thereafter, provided that applicable to full-term senior officers of the Company's obligation . 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), cash payments, to be paid in accordance with Section 6(j)(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 8(F)(X6(c) that are separation pay as described under Treas. Reg. ss.1.409A-1(b)(9)(iii)(A) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any paid no later than December 31 of the second calendar year following events (if such event occurs within two years following such Potential Change the year in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) which the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Controlthis section 6(c) occurs; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F6(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 amounts payable to event of termination pursuant to this Section 8(F) 6(c), the Executive shall not be reduced by any amounts earned by or payable required to Executive, except as provided in Section 8(F)(X)mitigate his damages hereunder.

Termination Without Cause. Following The Company shall have the right at any time to terminate your employment and this Agreement without Cause, and in such event, the following shall apply: (1) You shall receive (i) fifty (50%) percent of your Base Salary for the remainder of the Term up to a Change maximum of six (6) months’ salary, however, if such termination occurs in Control the last six (6) months of the Term, then you will receive three (3) months’ Salary or Potential Change the salary for the remainder of the Term, whichever is less (in Control. In either case calculated at the event that: 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 termination)(the “Severance Payment”), (xii) unpaid Base Salary up to the Executive's employment hereunder is terminated date of termination (Aand calculated at the rate in effect at the time of your termination), (iii) through a Constructive Termination without Cause or accrued benefits in accordance with their applicable policies, (Biv) any bonus granted by the 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 without Cause 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 occurs, (v) approved but unreimbursed expenses incurred through the date of termination payable in accordance with the Company’s policies and paragraph 7 hereof. Collectively, the amounts listed in items 14.D(1)(ii) through (yv) shall be referred to as “Accrued Amounts.” (2) If the termination of employment occurs within two years following a Change in Control then under this Paragraph 14D shall occur at any time up to the Executive shall be entitled to: (I) Base Salary through the second first anniversary of the Termination Effective Date, payable as provided in Section 4; (II) you shall forfeit a Pro-Rata annual incentive award for portion of the fiscal year in which his employment terminates based on 400,000 Shares applicable the Executive's annual bonus opportunity for period of the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly Term that is 360 days following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable in equal installments over the 24-month period for which Base Salary date this Agreement is continued; (IV) the continued right to exercise the Special Stock Option for a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable terminated by Company without Cause as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount follows: You shall forfeit Shares equal to the Company's contributions 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 which vest and continue to be subject to the Executive restrictions that are otherwise applicable to such Shares, and the forfeitures shall be applied starting with the Shares that would have been otherwise vest last. If the termination under this Paragraph 14D shall occur after the first anniversary of the Effective Date, there shall be no forfeiture of Shares under this Paragraph 14D. (3) Notwithstanding the foregoing, you shall not be entitled under to receive the Company's Retirement Savings Plan (or any successor theretopayments in 14D(1)(i) if the Executive had continued working for above unless you execute a general release in favor of Company in a form provided by and acceptable to the Company (the “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 provisions set forth on Exhibit A hereto, and the Retirement Savings Plan continued Release is not revoked by you, and provided, further, that you are in force during full compliance with paragraph 12 hereof. Notwithstanding the Separation Period at foregoing, any payment pursuant to Paragraph 14D(1)(i) above that is scheduled to be made prior to the highest annual rate of Base Salary achieved during date the Executive's period of actual employment Release is effective will be accumulated and held by the 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 employment, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal but in no event prior to the excess of (A) the present value effectiveness of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X)Release.

Termination Without Cause. Following (a) The Company shall have the right to terminate the Term of Employment at any time by providing to the Executive a Notice of Termination (as defined in Section 5.7 hereof) not less than 30 days prior to the Date of Termination (as defined in Section 5.7 hereof). (b) 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): (i) the Company shall pay to the Executive, on or before the first regular pay date after the Date of Termination (w) any accrued but unpaid Base Salary through the Date of Termination, (v) any accrued but unpaid Bonuses for any fiscal year ending on or before the Date of Termination (if determined as of the Date of Termination; if not so determined as of such date, to be paid promptly after such Bonuses are determined), (x) if a Qualifying Change in Control has occurred on or Potential Change in Control. In before the event that: (x) Date of Termination, the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by Special Bonus if to the Company without Cause extent not previously paid; and (y) his Accrued Vacation Payment, if any; (ii) the termination Company shall pay to the Executive the Termination Bonus, if any, at the time specified in Section 3.2(a)(ii); (iii) the Company shall continue to pay the Executive's Base Salary for the duration of employment the Non-Compete Period as defined in Section 6.1 hereof, in the manner and at such times as the Base Salary otherwise would have been payable to the Executive; (iv) the Company shall continue to provide the Executive with the Benefits he was receiving under Sections 4.2 hereof, through the end of the Noncompete Period, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive; (v) if the Date of Termination occurs within two years following a Change either after the Performance Condition (as that term is defined in Control the Restricted Stock Unit Agreement) has been satisfied or before December 31, 2005, then as of the Date of Termination, the Executive shall be entitled to: become immediately vested in the greater of (I1) Base Salary through the second anniversary portion of the Termination Date, payable as provided Restricted Stock Units in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under vested had his employment not terminated until the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate first anniversary of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthlyor (2) 50% of the Restricted Stock Units (the "Vested Units") and shall be entitled to an immediate distribution of that number of shares of Common Stock of the Parent that is represented by those Vested Units; PROVIDED, HOWEVER, that the mortality tables prescribed Company shall have the right to redeem the Vested Units at the Fair Market Value thereof as set forth in Section 5.2 (b). If the Company's Pension Plan for determining actuarial equivalenceCompany wishes to exercise such rights, it shall provide written notice thereof to the Executive within 30 days after the Date of Termination and the reduction factor (if any) for the early commencement of pension payments based closing on the Executive's age on the last day of the 24th month following the Termination Datesuch transaction shall occur within 20 days after such notice; (IXvi) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan if and deferred compensation plans; (X) 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(F)(X) shall be reduced to the extent that equivalent coverages any Options are not then at least 50% exercisable, then 50% of each such Option shall become exercisable immediately; and (vii) in the event that a Change in Control occurs after the Performance Condition (as that terms is defined in the Restricted Stock Unit Agreement) has been satisfied or before December 31, 2005, and benefits on or before the first anniversary of the Date of Termination, then: (determined x) the Executive shall become immediately vested in any Restricted Stock Units that were not vested as of the Date of Termination (the "Additional Vested Units") and shall be entitled as of that first anniversary to an immediate distribution of that number of shares of Common Stock of the Parent that is represented by those Additional Vested Units; provided, however, that the Company shall have the right to redeem the Additional Vested Units at the Fair Market Value thereof as set forth in Section 5.2(b); and (y) if the Change in Control is a Qualifying Change in Control, the Company shall immediately pay to the Executive the Special Bonus under Section 3.2(c) hereof. If the Company wishes to exercise the right to redeem any Vested Units or Additional Vested Units pursuant to the foregoing provisions, it shall provide written notice thereof to the Executive within 30 days after the Date of Termination and the closing on a coverage-by-coverage such transaction shall occur within 20 days after such notice.. (c) In the event that the Company is unable to provide the Executive with any of the Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall either pay directly, or reimburse the Executive for his payment of, the cost to the Executive to acquire those Benefits as and benefit-by-benefit basis) when payment of such costs are due, for the period during which such Benefits could not be provided under the plans, programs or arrangements of a subsequent employer; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, Upon any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause termination effected and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to compensated pursuant to this Section 8(F) 5.4, the Company shall not be reduced by have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the Date of Termination, subject, however, to the provisions of Section 4.1 and the provision of any amounts earned by or payable benefits pursuant to Executive, except as provided in Section 8(F)(X4.7 hereof).

Termination Without Cause. Following The Company has the right, at any time during the Term, 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 Change constructive termination without Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be limited solely to the payment, at the times and upon the terms provided for herein of the greater of (i) the Executive's Annual Salary and Incentive Bonus for the number of full months remaining in Control 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 in effect 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), the average Incentive Bonus received by the Executive for the immediately preceding two fiscal years, together with all unpaid Incentive Bonus and Benefits awarded or Potential Change accrued up to the date of termination. If the Executive is terminated after he has received one Incentive Bonus but before he has received two, the Incentive Bonus in Controlclause (i) shall be based on the amount of that one Incentive Bonus; if he has not yet received an Incentive Bonus, it shall be based on the maximum Incentive Bonus (I.E., one half of the Annual Salary). In the event that: (x) the Executive's employment hereunder is terminated (A) through of a Constructive Termination without Cause or (B) termination by the Company without Cause and (y) the termination of employment occurs within two years following 180 days after a Change in of Control then (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) 4.3 shall not be reduced by due and payable in one lump-sum payment within 60 days after such termination. In all other cases, any amounts earned by or due to the Executive pursuant to this Section 4.3 shall be due and payable to Executive, except as provided in Section 8(F)(X)and when they would have become due and payable absent such termination.

Termination Without Cause. Following Prior to the end of the Employment Period, (i) the Corporation may terminate the Executive’s employment under this Agreement for a Change in Control reason other than Cause or Potential Change in Control. In no reason whatsoever (i.e., without Cause); or (ii) the Executive may terminate his employment under this Agreement due to Constructive Discharge (as defined below) so long as the Executive gives the Board written notice of the event that: giving rise to such Constructive Discharge within sixty (x60) days of the occurrence thereof and such Constructive Discharge remains uncured by the Corporation thirty (30) days after the Board’s receipt of such notice; provided that if the Corporation has not cured a breach of this Agreement within the thirty (30) day period referenced in clause (iii) of the definition of Constructive Discharge set forth below this sentence will not be deemed to grant the Corporation an additional thirty (30) day cure period with respect to such breach. If the Executive's ’s employment hereunder is terminated without Cause or by Constructive Discharge pursuant to this Section 5(b) prior to the expiration of the Employment Period, the Corporation shall pay to the Executive an amount equal to (A) the lesser of (1) two-times the Executive’s annual Base Salary or (2) the amount of remaining Base Salary that would have been payable to the Executive from the date of such termination of employment through a Constructive the Termination without Cause or Date; provided that such amount shall not be less than one-times the Executive’s annual Base Salary, plus (B) by the Company without Cause benefits set forth in Sections 4(d) and 4(f) (yother than accrued but unused vacation pay) the termination of employment occurs within two years following a Change in Control then which were paid to the Executive shall be entitled to: (I) Base Salary through in the second anniversary of year prior to the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates was terminated, plus (C) a pro-rated bonus for the year in which Executive was terminated (based on the Executive's annual number of months the Executive was employed by the Corporation in such year), if the bonus opportunity target for such year was being achieved on the year date of termination (excluding any overachievement bonus opportunityon a pro rata basis, based on the number of months the Executive was employed by the Corporation in such year) (collectively, the “Severance Payment”); provided that the Severance Payment shall be conditioned upon the Executive’s voluntary execution of a written general release substantially in the form of Exhibit B hereto (the “Release”); provided further, payable in a lump sum promptly following that the Termination Date, regardless Corporation shall have the right to modify the Release to reflect facts and circumstances existing at the time of the Executive's ’s termination. The Corporation shall pay fifty percent (50%) of the Severance Payment in one payment within thirty (30) days after the end of the Employment Period provided that such release has been in full force and Company's performance during such fiscal year; effect for at least ten (III10) an amount equal to twice days, and pay the Executive's annual bonus opportunity for remaining portion of the year Severance Payment on the date that is twelve (12) months after the last day of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (Employment Period; provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for is a “specified employee” within the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate meaning of Base Salary achieved during the Executive's period of actual employment with the CompanyInternal Revenue Code Section 409A(a)(2)(B)(i), and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value no portion of the benefits Severance Payment that is deferred compensation subject to which the Executive would Section 409A will be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of made before the date of that is six (6) months after the Executive's Date of Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan payment date provided in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) shall be 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; and (XI) the benefits described in Section 8(H)(I)previous clause. For purposes of this Section 8(F5(b), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a term “Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall not be reduced by any amounts earned by or payable to Executive, except as provided in Section 8(F)(X).Discharge” means:

Termination Without Cause. Following a Change in Control or Potential Change in Control. In the event that: (x) The Corporation may terminate the Executive's employment hereunder is terminated without cause by providing the Executive with: 3.4.1 Base Salary continuation - at the Corporation's discretion, either (Acollectively, the "Termination Period"): (a) through working notice of a Constructive Termination without Cause or maximum of twelve (B12) by months (the Company without Cause "Notice Period"), in which case the Executive will continue to perform the Responsibilities and (y) Duties until expiration of the termination of employment occurs within two years following a Change in Control then working notice period during which the Executive shall continue to be entitled to: (I) Base Salary through the second anniversary to all elements of the Termination Date, payable Compensation and Benefits as provided in Section 4set out herein; (IIb) payment in lieu of such working notice equal to a Pro-Rata annual incentive award for maximum of twelve (12) months (the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), "Termination Payment") payable in a lump sum promptly following sum, in which case the Executive's employment with the Corporation will be terminated immediately upon receiving notice from the Corporation; or (c) a combination of both, at the Corporation's discretion up to a maximum of twelve (12) months; 3.4.2 Minimum Severance & Benefits continuation - during any part of the Termination DatePeriod in which the Corporation provides the Executive with the Notice Period, regardless then: (a) any minimum statutory severance pay as prescribed by the ESA at the end of such Notice Period in order for the Corporation to be compliant with the minimum statutory standards of the ESA; and (b) the benefit plan contributions necessary to maintain the Executive's participation in all benefit plans provided to the Executive by the Corporation as of the date notice of termination is delivered to the Executive for the duration of the Notice Period, to the extent they are available; 3.4.3 Entitlements up to date of Termination - during any part of the Termination Period in which the Corporation provides the Executive with a Termination Payment: (a) the Executive will continue to receive only their then Base Salary accrued and owing up to and including the effective date of termination, to be paid as a salary continuance or as a lump sum payment at the Corporation's sole discretion; and (b) the benefit plan contributions necessary to maintain the Executive's participation for the minimum statutory notice period prescribed by the ESA in all benefit plans provided to the Executive by the Corporation immediately before the termination of the Executive's and Company's performance during such fiscal year;employment will be continued; and (IIIi) an amount equal to twice the Executive's annual bonus opportunity extent permitted by its carriers, i-80 Gold shall also continue to pay its share of any premium contributions to any group benefits for the year remainder of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (providedPeriod or Notice Period, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Optionapplicable, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed was eligible as of the date that is immediately prior to the date that notice of the Executive's Date of Termination, with present values termination is provided pursuant to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan this Agreement; or (ii) in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) that i-80 Gold is not permitted by its carriers to continue any group benefit for the early commencement of pension payments based on entire Termination Period (including, for certainty, life insurance and disability coverage, if such coverage is provided to the Executive's age on Executive by i-80 Gold), i-80 Gold shall provide the last day Executive with a lump sum payment equal to the cost of the 24th month following benefit premiums (calculated as of the Termination Date; (IXdate that is immediately prior to the date of termination) immediate vesting in that i-80 Gold would have paid to provide the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) continued participation, through benefit to the second anniversary Executive for the remaining part of the Termination DatePeriod; 3.4.4 STI entitlements - In circumstances of a termination pursuant to Section 3.4.1. (b) above, i-80 Gold shall provide a lump sum payment or, at its sole discretion in all medicalcircumstances of a termination pursuant to 3.4.1(a) above, dental, vision, hospitalization, disability and life insurance coverages and may provide either lump sum payments 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 equal installments 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(F)(X) shall be reduced added to the extent that equivalent coverages and benefits base salary continuation payments referred to in paragraph 3.4.1 above: (determined on a coverage-by-coverage and benefit-by-benefit basisa) are provided under any STI earned by the plans, programs Executive in the calendar or arrangements of a subsequent employerfiscal year immediately preceding their termination if any such amounts remain outstanding to the Executive; and (XIb) an amount that is equal to the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded average annual STI earned by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed Executive over the two-year period immediately prior to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's termination of employment is terminated without Cause in full and such termination is at final satisfaction of their eligibility to earn any STI during the request or direction Termination Period; Regardless of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that whether the Executive is not required entitled to seek other employment the Notice Period or to attempt in any way to reduce amounts payable to Termination Payment, or a combination thereof, the Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F) shall will not be reduced entitled to any further claim or any other rights or damages to any bonus or incentive compensation for any period thereafter, whether by way of general or specific damages and whether in contract, statute, common law or otherwise, then as set out above; 3.4.5 awards that have been previously granted to the Executive that have not yet vested shall immediately vest and be exercisable by the Executive or redeemed (as applicable) in accordance with the terms and conditions of the applicable Equity Compensation Plan, notwithstanding any amounts earned by term or payable condition to Executive, except as provided the contrary that is contained in Section 8(F)(X).the applicable Equity Compensation Plan (or in the applicable Award agreement) or in this Agreement;

Termination Without Cause. Following a Change in Control or Potential Change in ControlThe Company shall have the right at any time to terminate this Agreement without Cause. In the event that: (x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by If the Company terminates this Agreement without Cause and Cause, you shall have the right to receive (y) the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (IIi) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount severance equal to twice the Executive's annual bonus opportunity for the year one year’s salary paid according to paragraph 5 C of termination this Agreement, (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VIIii) an amount equal to the Company's contributions to which the Executive incentive bonus or bonuses you would have been entitled received under the Company's Retirement Savings Plan (this Agreement or pursuant to any successor thereto) if the Executive had continued working other applicable incentive plan for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; unexpired Term hereof; (VIIIiii) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under the Company's pension plan and supplemental retirement plan, each computed as of accrued but unused vacation pay through the date of termination, and (iv) approved but unreimbursed expenses incurred through the Executive's Date date of Terminationtermination; provided, however, that you execute a general release in a form set forth on Exhibit A hereto, and you are in full compliance with present values Paragraph 12 hereof. Notwithstanding anything to the contrary set forth herein, you shall have a duty to mitigate any and all damages which you might be determined using deemed to have suffered as a result of the discount rate used by 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 Pension Benefits Guaranty Corporation to calculate unexpired portion of the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthlyTerm (“Hiatus Period”), the mortality tables prescribed amounts set forth in the Company's Pension Plan for determining actuarial equivalence, subsection (i) and the reduction factor (if anyii) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) 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(F)(X) Paragraph 14.D shall be reduced to or offset by the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under amounts received by you for services performed after your termination. You shall advise the plans, programs or arrangements Company in writing as expeditiously as possible of a subsequent employer; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any all of the following events (if 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 event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction ofservices, or pursuant to negotiations withe.g. salary, such Personbonus, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occursroyalties, stock options, profit participation, deferred payments, etc. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F)may, and the amounts payable to at its election, either offset from payments pursuant to this Section 8(F) shall not be reduced by any amounts paragraph 14.D a sum equal to all income earned by or payable you during the Hiatus Period and/or demand repayment from you and be immediately repaid by you for any sums owing to Executive, except as provided in Section 8(F)(X)the Company pursuant to the foregoing.

Termination Without Cause. Following a Change in Control or Potential Change in ControlThe Company shall have the right, upon ninety (90) days' prior written notice given to the Executive, to terminate the Executive's employment for any reason whatsoever (excluding for Cause (as defined below)). In the event that: (x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by of such termination, the Company without Cause and (y) the termination of employment occurs within two years following a Change in Control then shall have no further obligations hereunder, except that the Executive shall be entitled to: to (Ii) Base Salary through receive any accrued but unpaid salary and other amounts to which the second anniversary 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 paid under Sections 3(b) and (c) hereof that relates to any Contract Year ended prior to the date of his termination without Cause, to be paid in accordance with Sections 3(b) and (c) hereof; (iii) receive a pro-rata portion of the Termination Date, payable as provided in Section 4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (III) an amount equal to twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable 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 a period of two years from the Termination Date (provided, however, payout that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under to receive had he remained in employment through the Company's Retirement Savings Plan (or any successor thereto) if end of the Executive had continued working for Contract Year during which the Company and termination without Cause occurred, based on the Retirement Savings Plan continued in force during portion of the Separation Period at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the CompanyContract Year that has elapsed prior to such termination, and making the maximum amount of employee contributions, if any, paid in accordance with Section 3(c) hereof; (iv) receive as are required under such plan; (VIII) an amount equal to the excess of damages (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period ending on a date two (2) years from the date of 24 months following the Termination Date at the highest annual rate of termination without Cause, to be paid in accordance with Section 6(l)(i), his Base Salary achieved during the Executive's period of actual employment as established under and in accordance with the Company, Section 3(a) hereof and the pension plan continued in force during the Separation Period, over (B) the present value bonus compensation equal to fifty percent (50%) of the benefits average of the actual annual bonuses paid or payable (with respect to which completed Contract Years) to the Executive is actually entitled during the Term of Employment, or, if such termination occurs prior to the payment of any bonus hereunder, $1,250,000.00, 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 Company's pension plan and supplemental retirement plan, amount of $5,000.00 for each computed as year during 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 Executive's Date date of Terminationtermination without Cause (the "Without Cause Continuation Period"), with present values to be determined using the discount rate used extent permitted by applicable law and regulations and the Pension Benefits Guaranty Corporation to calculate the applicable benefit liabilities under the pension plan plan, program or arrangement, in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed supplemental deferral arrangement discussed in the Company's Pension Plan for determining actuarial equivalenceSection 3(e) hereof, and the reduction factor (if any) for the early commencement of pension payments based on the Executive's age on the last day of the 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan)and all healthcare, pension plan, supplemental retirement plan and deferred compensation plans; (X) 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 accidental death and dismemberment insurance benefit plans, programs and arrangements in which he or his family members were participating on such datearrangements, on terms and conditions that are no less favorable identical to him than those that applied on such date and with COBRA benefits commencing thereafter, provided that applicable to full-term senior officers of the Company's obligation . 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 8(F)(X6(c) that are separation pay as described under Treas. Reg. ss.1.409A-1(b)(9)(iii)(A) shall be 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; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any paid no later than December 31 of the second calendar year following events (if such event occurs within two years following such Potential Change the year in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) which the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 8(F), and the amounts payable to pursuant to this Section 8(F6(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 reduced by any amounts earned by or payable required to Executive, except as provided in Section 8(F)(X)mitigate his damages hereunder.