Common use of Without Cause Clause in Contracts

Without Cause. If this Amended Agreement shall be terminated by the Company Without Cause: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by In the event that the Company Without terminates the Term or Executive’s employment hereunder without Cause: , then in such event, subject to Section 3(g), (a1) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the Employeeissuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in a lump sum the event that there was any Deferred Portion which had been agreed to be paid in cash within 30 days after cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the Date payment of TerminationPayment Shares, and any unreimbursed expenses, pursuant to the aggregate terms of Section 2(c)(i), incurred by the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as Executive in effect on the Date of Termination) each case through the Date termination date, and each of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company which shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month within 10 days following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Datetermination date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d2) the Company shall pay to the EmployeeExecutive, in one lump sum, an amount equal semi-monthly installmentsto the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Employee’s Base Salary Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in effect on the Date of Termination) for 12 months after the Date of Terminationconnection with such termination, and subject to Section 15.

Without Cause. If this Amended Agreement shall be terminated by the Company Without Cause: (a) K-Tron, by action of the Company shall pay K-Tron Board, may terminate the Employee’s employment and the Employment Term at any time without Cause upon 30 days written notice to the Employee. (b) Upon termination by K-Tron without Cause, in if the Employee executes and does not revoke a written Release (as defined below), the Employee shall be entitled to receive a lump sum in cash payment equal to 100% of the Employee’s then-annual Base Salary and Car Allowance. The lump sum payment shall be made within 30 days after the Date effective date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s termination of employment. Upon payment, neither K-Tron nor any other member of the K-Tron Group shall have any further liability or obligation to the Employee hereunder after the date of termination of the Employment Term except for any earned but unpaid Base Salary and Car Allowance, Unpaid Awarded Bonus, and any benefits or payments (as in effect on excluding any other severance benefits or payments) payable to the Date Employee under any applicable formal policy or plan of Termination) through any member of the Date K-Tron Group which covered the Employee at the termination date of Termination; andthe Employment Term. (2c) in In order to receive the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; payment under subsection (b) the Company shallabove, promptly upon submission by the Employee must execute and not revoke a release, in a form acceptable to K-Tron, of supporting documentation, pay or reimburse any and all claims against the K-Tron Group and all related parties with respect to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 all matters arising out of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end by any member of the calendar year in which such expenses were incurred; and K-Tron Group and the termination thereof (c) other than claims for any entitlements under the 12-month period commencing on the Date terms of Termination, the Company shall pay the Company portion this Agreement or under any plans or programs of any premiums and shall otherwise continue benefits to member of the K-Tron Group under which the Employee and/or has accrued and is due a benefit) (the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c“Release”), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement Employee’s employment with Unitek shall be terminated by terminate upon Unitek giving written notice to Employee of the Company Without termination of such employment without Cause: ; provided, however, in the event of termination without Cause, (aA) the Company Unitek shall pay to the Employee, in Employee as soon as practicable (allowing Unitek a lump sum in cash within 30 days after the Date reasonable period of Termination, the aggregate time to calculate such amounts) any and all of the following amounts: (1) if not theretofore paid, the Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery of a Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (as at the rate then in effect on effect) for the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the EmployeeSeverance Period, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the plan documents governing date of such deferrals; (b) termination, the Company shall, promptly upon submission by operational and financial milestones established for the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of Bonus for the calendar year in which Employee is so terminated; and to the extent such expenses were incurred; and (c) for operational and financial milestones are being achieved at the 12-month period commencing on the Date time of Terminationsuch termination, the Company Unitek shall pay Employee the Company applicable pro-rata portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family such Bonus in accordance with the CompanyUnitek’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminatedthen current bonus payment practices. With respect to benefits set forth in this subsection (c)In addition, to the extent possible, 100% of all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following unvested Awarded Securities shall accelerate, vest and pay as of the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the date of Employee’s Base Salary (as in effect on the Date termination of Termination) for 12 months after the Date of Terminationemployment without Cause.

Without Cause. If this Amended Agreement shall be and Executive’s employment hereunder is terminated by the Company Without Cause: (awithout Cause pursuant to Section 7(e) the hereof, Company shall pay have no obligation to Executive or legal representatives of Executive other than (conditioned upon the Employee, last sentence of this Section 8(f)) (i) payment of termination compensation in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: amount equal to two (12) if not theretofore paid, the Employee’s times Executive's annual Base Salary (as Compensation in effect on the Date date of Termination) through such termination, subject to applicable withholding taxes, and payable, subject to Section 8(h), in accordance with Company’s payroll cycle during the Date of Termination; and two (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost date of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Datetermination; (ii) any amount reimbursable payment of the Executive’s "target bonus," as that term is used in Company's current bonus plan for full time officers of Company, or paid its equivalent if the term or plan should be amended, which Executive would have been otherwise entitled to receive each year during the two (2) year period commencing on the date of such termination, payable, subject to Section 8(h), in one tax each of the two years following the year shall not affect the amount to be reimbursed or paid in another tax yearof termination; (iii) if Employee is reimbursed continued coverage of medical benefits for any expenses hereundera period of two (2) years or until such time as Executive commences new employment, he must provide the Company with reasonable documentation of such expenseswhichever occurs first; (iv) payments for such expenses will be made payment of any accrued benefits or obligations owed to Executive; (v) benefits (if any) provided in cash promptly after the expenses are incurred but in no event later than the end accordance with applicable plans, programs and arrangements of Employee’s taxable year following the tax year in which the expenses are incurredCompany or as required by law; (vi) payment of reasonable professional search fees relating to Executive's outplacement; and (vvii) any outstanding equity grant(s) held by Executive at the payments under this paragraph cannot be substituted for another benefit. time such termination as governed by the agreement or plan pursuant to which such grant(s) was issued. In consideration of the compensation and benefits payable to Executive pursuant to subsections (di), (ii), (iii) and (vi), Executive shall, as a condition to payment of such compensation and benefits, execute a general release, in form and substance reasonably acceptable to the Company, releasing the Company shall pay to and its affiliates from all claims and liabilities Executive may have against the EmployeeCompany in connection with Executive’s employment by the Company, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) except for 12 months after the Date of Terminationany accrued obligations.

Without Cause. If Notwithstanding any other provision of this Amended Agreement Section 5, the Board shall have the right to terminate Employee’s employment at any time without Cause, but in the event of such termination, Employee shall be terminated by the Company Without Cause: (a) the Company shall pay eligible to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amountsreceive: (1) if not theretofore paidthe sum of (A) the Accrued Obligations (which will be paid at the time specified in Section 5(a)), (B) one hundred and fifty percent (150%) of one (1) years current Base Salary, and (C) one hundred and fifty percent (150%) of the Employeeprevious fiscal year’s Base Salary earned Incentive Compensation; (as in effect on 2) the Date of Termination) through the Date of TerminationPro-Rated Incentive Compensation; and (23) in continuing participation for a period of one (1) year from the case date of compensation previously deferred by the Employee, all amounts termination of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after at Employer expense in the end of the calendar year Additional Benefits in which such expenses were incurred; and (c) for Employee was enrolled at the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost time of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredtermination, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c)provided, to the extent however, that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee continued participation shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall in all cases be subject to the following: applicable plan’s terms and conditions governing participation by non-employees after their termination of employment. For purposes of this Agreement, “Severance Benefits” shall consist of the benefits provided by the preceding clauses (i1)(B), (1)(C), (2) all amounts and (3). In consideration of the receipt of the Severance Benefits, and as a precondition to their receipt, Employee must timely satisfy the Release requirements specified in Section 5(j). The Severance Benefits (other than the Pro-Rated Incentive Compensation which shall be paid under this paragraph and that are includable as specified in Employee’s income Section 5(a)) shall only be paid if such expenses are incurred during the 2 year period to Employee within 15 days (subject to any required delay in payments pursuant to Section 5(h)) after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect effective date of the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunderRelease. For purposes of this Agreement, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end a termination of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (employment must constitute a “separation from service” as in effect on the Date of Termination) for 12 months after the Date of Termination.defined by Internal Revenue Code Section 409A.

Without Cause. If this Amended Agreement shall be terminated by If, at any time prior to the earlier of (i) the date that is twenty-four (24) months subsequent to the Effective Date, or (ii) the Employee's Normal Retirement Date (the "Salary Continuation Period"), the Company Without shall terminate the Employee's employment other than for Cause, Disability, or death or if the Employee shall terminate his employment for Good Reason: (a) the The Company shall continue pay to the Employee in accordance with its normal payroll practices the Employee, in a lump sum in cash within 30 days after 's base salary at an annual rate equal to the Date of Termination, the aggregate greater of the following amounts: Employee's (1i) if not theretofore paidhighest monthly base salary paid or payable by the Company during the twelve-month period immediately preceding the Effective Date, or (ii) the Employee’s Base Salary (as in effect on highest monthly salary paid or payable by the Company at any time from the 90-day period preceding the Effective Date of Termination) through the Date of Termination; and Termination (2) in the case "Highest Base Salary"), for the remainder of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals;Salary Continuation Period. (b) For the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end remainder of the calendar year in which Salary Continuation Period, or such expenses were incurred; and (c) for the 12-month longer period commencing on the Date of Terminationas any plan, program, practice or policy may provide, the Company shall pay the Company portion of any premiums continue to provide health insurance, life insurance and shall otherwise continue retirement benefits to the Employee and/or the Employee’s 's family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s 's employment had not been terminated. With , in accordance with the most favorable plans, practices, programs or policies of the Company and its subsidiaries during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees and their families and for purposes of eligibility for retirement benefits set forth in this subsection (c)pursuant to such plans, to practices, programs and policies, the extent possible, all insurance premium and/or benefit payments by the Company Employee shall be made so as considered to be exempt from Code Section 409A, have remained employed until the end of the Salary Continuation Period and for to have retired on the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. last day of such period. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and have no right to participate in any bonus plan of the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible subsequent to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If The Company may terminate Employee’s employment under this Amended Agreement shall be terminated at any time without cause by the Company Without Cause: (a) giving Employee a Notice of Termination as provided under Section 7 hereof. In such event, the Company shall pay Employee severance pay (“Severance Pay”) equal to Employee’s remaining Base Salary for the EmployeeInitial Term or for any Renewal Term, as applicable, in accordance with the following payment schedule: (i) if Employee’s employment is terminated within two (2) years following a “change in control” (as defined below), the Severance Pay will be paid in one lump sum six (6) months following Employee’s termination of employment; (ii) in all other cases, Severance Pay shall be paid to Employee in equal installments on the Company’s regular payroll dates, with such installments to commence six (6) months after Employee’s termination of employment (at which time Employee will receive a lump sum in cash within 30 days after amount equal to the Date of Terminationmonthly payments that would have been paid during such six month period); provided, however, that if the aggregate payment of the following amounts: Severance Pay meets an exemption under Internal Revenue Code Section 409A concerning the timing of payment of severance compensation, then the payment of the Severance Pay will commence (1) if not theretofore or be paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of a change in control) upon Employee’s termination of employment. In addition, Company shall pay Employee (i) his pro rata portion of any annual bonus or other compensation previously deferred to which he would have been entitled for the year during which the termination occurred, such payment to be made at such time that bonuses are paid to all employees, or if later, six (6) months after Employee’s termination of employment (unless an exception to § 409A applies); and (ii) Employee’s COBRA health insurance premium payments (for the same coverage that Employee had in place prior to his termination) for the duration of the COBRA continuation period, or if earlier, until the Employee becomes eligible for health insurance because of employment with a different employer. Employee shall only be paid Severance Pay, pro rata bonuses and COBRA health insurance premium payments under this Section if he signs an agreement containing a release of claims against the Company, in a form substantially similar to that included in Exhibit A, attached hereto and incorporated herein. Employee will cease to be an employee of the Company as of the date specified in the Notice of Termination, and he will not receive or accrue any benefits of employment after such date, except as provided herein. Severance Pay, pro rata bonuses and COBRA health insurance premium payments shall not be paid to the Employee if Employee owns, manages, operates, joins, contracts with, or is employed by or connected in any manner with (whether as principal, partner, shareholder, member, director, officer, employee, agent or otherwise), any business which is competitive to the business engaged in by the EmployeeCompany. For purposes of this Agreement, all amounts of such compensation previously deferred and not yet paid a business shall be deemed to be competitive to the business engaged in by the Company if such business is engaged in the same or similar business activities conducted by the Company in the same geographical area in which the Company conducts its business operations (or is actively pursuing business operations) at the time of Employee’s termination of employment. For purposes of this section, a “Change in Control” shall be paid consistent with regulations issued under Internal Revenue Code section 409A (the “409A regulations”) and shall mean the occurrence of a “Change in accordance with the plan documents governing such deferrals; Ownership of the Company,” a “Change in Effective Control of the Company”, or a “Change in the Ownership of a Substantial Portion of the Company’s Assets.” A “Change in the Ownership of the Company” means the acquisition by any one person, or more than one person acting as a group, of the outstanding and issued common stock (b“Shares”) of the Company shallthat, promptly upon submission together with Shares held by such person or group, constitutes more than 50 percent of the total voting power of the Shares of the Company (however, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total voting power of the Shares of the Company, the acquisition of additional Shares by the Employee of supporting documentation, pay same person or reimburse to group shall not constitute a Change in the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end Ownership of the calendar year Company). A “Change in which such expenses were incurred; and Effective Control of the Company” shall occur if either (ci) for any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period commencing ending on the Date date of Terminationthe most recent acquisition by such person or persons) ownership of Shares of the Company possessing 35 percent or more of the total voting power of the Shares of the Company (however, if a person, or more than one person acting as a group owns 35% of the total fair market value or total voting power of the Shares of the Company, the Company acquisition of additional Shares by such person or group shall pay not constitute a Change in Effective Control of the Company portion Company; or (ii) a majority of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with members of the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had board of directors is replaced during any 12-month period by directors whose appointment or election is not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments endorsed by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion majority of the cost members of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment board of such reimbursements or any other benefits under this Section 6.3(c) shall be subject directors prior to the following: date of the appointment or election. A “Change in the Ownership of a Substantial Portion of the Company’s Assets” occurs when any one person, or more than one person acting as a group, acquires (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred or has acquired during the 2 year 12-month period after ending on the Termination Date; (iidate of the most recent acquisition by such person or persons) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide assets from the Company that have a total gross fair market value (“gross fair market value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with reasonable documentation such assets) equal to or more than 40 percent of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than total gross fair market value of all of the end assets of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay immediately prior to the Employee, in equal semi-monthly installmentssuch acquisition or acquisitions. For purposes of this section, the Employee’s Base Salary (term “acting as a group” shall have the same meaning as defined in effect on the Date of Termination) for 12 months after the Date of Termination409A regulations.

Without Cause. If this Amended Agreement shall be Executive is involuntarily terminated by the Company Without Cause: , (ai) the Company Executive shall pay be entitled to the Employeecontinue to receive his full Base Salary, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Termination Date, for twenty-four (24) months following the Termination Date (such date, the "End Date") so long as Executive has not breached the provisions of Terminationparagraphs 6, 7 or 8, (ii) through the Company will maintain in full force and effect, for Executive's continued benefit, until the earlier of (A) the End Date or (B) Executive's 65th birthday, all life, medical and dental insurance programs in which Executive was entitled to participate so long as his continued participation is possible under the general terms and provisions of Termination; and such programs (2) provided that, in the case event Executive's participation in any such program is barred, the Company will arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs) and thereafter the Company will make such insurance coverage available to Executive (at Executive's expense) until the Executive attains age 65 or obtains employment with another employer that makes such (or similar) insurance available to its employees and Executive is eligible to be covered under such insurance, whichever occurs first and (iii) notwithstanding any provision in the Annual Cash Bonus Plan to the contrary, Executive shall become fully vested and have a non-forfeitable interest in the benefits which he has accrued under the Annual Cash Bonus Plan as of compensation previously deferred the Termination Date and he shall be given full credit under the Plan for the benefit that he would have accrued for the plan year during which the Termination Date occurs (which determination may take into account whether Company performance goals established by the Employeeplan or its administrator for such year have been met, all amounts of such compensation previously deferred and but which may not yet paid take into account whether personal performance goals established for Executive by the plan or its administrator have been met) as if he were employed by the Company on the last day of such plan year. The amounts payable in respect of accrued benefits under the Annual Cash Bonus Plan shall be paid payable at the time provided for in, and in accordance with the plan documents governing such deferrals; provisions of, the Annual Cash Bonus Plan. The amounts payable pursuant to this paragraph 5(c) in respect of Base Salary may be payable at Executive's discretion, in one lump sum payment within 30 days following the Termination Date equal to the present value (bdetermined using a discount rate equal to the "prime" rate of interest charged by Chase Manhattan Bank in New York plus two (2) percentage points) of the payments otherwise payable pursuant to this paragraph 5(c). This paragraph 5(c) sets forth Executive's exclusive remedy for a termination of his employment Without Cause and Executive shall have no other right or remedy against the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitconnection therewith. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. i. Either the Employee or the Employer may terminate the Employee’s employment hereunder at any time upon written notice. ii. If this Amended Agreement the Employee gives written notice pursuant to paragraph (i) above, the Employer shall be terminated by have the Company Without Cause: right to either (a) relieve the Company Employee, in whole or in part, of his duties under this Agreement or (b) to accelerate the date of termination of employment to coincide with the date on which the written notice is received. iii. Notwithstanding any provisions hereof to the contrary, the Employer may terminate Employee’s employment hereunder without cause at any time. If the Employer terminates the Employee’s Employment pursuant to the provisions of this Section 8(a), it shall pay to the Employee as a severance benefit, in cash, an amount equal to (a) twelve months of the Employee’s Monthly Base Salary plus (b) the higher of the bonus target for the current year or the bonus paid for the prior year, which amount shall be due and payable in a lump sum in cash within 30 not more than ten (10) days after such termination or such later date on which the Date of Terminationrevocation period for the release contemplated by Section 18 expires provided, however, that this obligation shall terminate if the release has not been delivered and the revocation period has not expired within sixty 60 days after such termination. Additionally, the aggregate vesting of Equity Awards shall be accelerated on a pro rata basis determined by the number of completed months of service during the then current annual vesting period, the vested portions of such Equity Awards shall be exercisable for the period of time indicated in the terms of the following amounts: (1) if not theretofore paidEquity Award, the Employee’s Base Salary (as in effect on the Date and all other vesting of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred Equity Awards shall cease unless otherwise determined by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitCompensation Committee. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If Employer may terminate Executive’s employment under this Amended Agreement without cause and without advance notice; provided, however, that Employer will pay (unless subparagraph 5(d) of this Agreement applies, in which case the provisions therein shall be terminated by govern), no later than fourteen (14) days from the Company Without Causetermination date in a lump sum: (ai) (x) Executive’s salary through the Company shall pay date of termination, (y) for any unused vacation time, and (z) for any unreimbursed business expenses that are subject to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:reimbursement under Employer’s then current policy on business expenses. (1ii) if not theretofore paid, severance pay of six (6) months’ worth of Executive’s salary at the Employee’s Base Salary (as rate in effect on the Date termination date. (iii) the amount equal to the cost of Terminationsix (6) through months’ medical insurance premiums at a monthly amount equal to the Date amount of TerminationCOBRA coverage in effect as of the termination date; and (2iv) an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiums under Section 5(c)(iii) after all applicable withholding tax is deducted (using applicable supplemental wage withholding rates) is the full amount Executive would have received under Section 5(c)(iii) if no tax withholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination of Executive’s employment hereunder due to termination without cause, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest. Executive or Executive’s estate (as the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company may be) shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse entitled to the Employee receive any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, vested benefits required to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of by law and any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred vested compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts required to be paid under this paragraph and that are includable in Employee’s income by law. Executive shall only be paid if entitled to such expenses are incurred during severance pay if, within thirty (30) days following the 2 year period after date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the Termination Date; (ii) any amount reimbursable or paid in one tax year other party from claims relating directly to Executive’s employment and the termination thereof, and shall not affect require Executive to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to Executive’s status as a shareholder of the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitCompany. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by During the Term, the Company Without Cause:may terminate the Executive’s employment with the Company at any time without Cause upon thirty (30) days’ prior written notice; provided, however, that during such notice period, the Board, in its sole discretion, may relieve the Executive of all of his duties, responsibilities and authority with respect to the Company and may restrict Executive’s access to Company property; provided, further, that the Board’s exercise of such discretion shall not constitute Good Reason (as defined below). Upon such a termination of employment, the Company shall (ai) provide the Executive with those benefits described in clauses (i) and (ii) of Section 6(a); (ii) pay the Executive any earned but unpaid annual bonus for the year immediately preceding the year of termination at the time the Company shall pay pays bonuses with respect to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:such year to its executives generally; (1iii) if not theretofore paid, continue providing the Employee’s Executive with Base Salary (as in effect on for a period of 12 months following the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts date of such compensation previously deferred and not yet paid by termination of employment (the Company shall “Severance Period”), with such Base Salary to be paid in accordance with the plan documents governing Company’s regular payroll practice as if no such deferralstermination of employment had occurred; provided, however, that the Executive’s right to receive the payments set forth in this clause (ii) of Section 6(c) shall be conditioned on the Executive’s continued compliance with Sections 8 and 9 hereof and such payments shall not begin until the Executive signs and does not subsequently revoke a release of claims within sixty (60) days following such termination of employment, in substantially the form attached hereto as Exhibit B; provided, further, that if such sixty (60) day period spans two calendar years, any payment set forth in this Section 6(c)(ii) that, but for this proviso, would have been paid prior to the Company’s first payroll date in such second calendar year, shall not be paid until such payroll date (but only to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)); (biv) during the Company shallportion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, promptly upon submission by reimburse the Employee of supporting documentation, pay or reimburse to Executive and the Employee Executive’s eligible dependents for their COBRA premiums less any costs and expenses (including moving and relocation expenses) paid or incurred by amounts that the Employee which Executive would have been payable required to contribute for coverage under Section 4.5 of this Amended Agreement if the EmployeeCompany’s employment health plans had not terminatedthe Executive remained employed by the Company, with such reimbursement to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family occur in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits procedures set forth in this subsection Section 4(e); provided, however, that if, at any time during the Severance Period, the Executive and the Executive’s eligible dependents cease to be eligible for COBRA coverage (cexcept as a result of Executive’s becoming eligible for coverage under the medical plans of a subsequent employer), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums Executive all reasonable premium costs incurred by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible Executive to elect continuation of provide private health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), Executive and the Executive’s eligible dependents that is substantially equivalent to the extent health insurance by which the Executive and the Executive’s eligible dependents were covered on the date of the Executive’s termination less any amounts that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums Executive would have been required to contribute for such coverage had the Executive remained employed by the Company, until the earlier of (x) the termination of the Severance Period and (y) the Company shall promptly reimburse date on which the Employee upon Employee’s submission Executive becomes eligible for coverage under the medical plans of reasonable documentation of such premiums, a subsequent employer; and (v) provide any stock-based compensation due to the Executive pursuant to any written agreement between the Executive and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Terminationterms and conditions set forth therein.

Without Cause. If The Executive may resign without cause at any time upon 30 days’ written notice to the Company, in which event the Company’s obligation to compensate him ceases on the effective date of Executive’s termination except as to amounts due to him under Section 8(c)(i). The Company may dismiss the Executive without cause at any time upon 30-days’ written notice to the Executive. In the event that the Company dismisses the Executive other than for cause, or if the Executive resigns because of a material breach of this Amended Agreement shall be terminated by the Company Without Cause(which Executive may do only if such breach remains materially uncured after the Executive has provided 30 days prior written notice to the Board), and the Executive’s dismissal or resignation qualifies as a “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other official guidance issued thereunder (collectively, “Section 409A”), then the Company shall provide to the Executive: (ai) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate payment of the compensation due to him through the effective date of the termination of the Executive’s employment, within ten business days following amounts:such effective date of the termination of the Executive’s employment; (1ii) if not theretofore paidcontinuation of the Executive’s salary for twelve months following the effective date of the termination of the Executive’s employment at the higher of the rate specified in Section 4 or the Executive’s then-current annualized salary, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company which salary continuation shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family monthly in accordance with the Company’s normal regular payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection practices; and (ciii) payment of any Accrued Bonus (as defined below), to be paid as soon as administratively practicable after the extent possible, all insurance premium and/or benefit payments by six-month anniversary of the Company effective date of the termination of the Executive’s employment. Accrued Bonus shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, mean any amount of bonus with respect to any benefits that are for medicalyear prior to the year in which dismissal without cause occurs (“Prior Bonus Year”) calculable by applying the formula prescribed by the Company’s incentive compensation plan as it existed on December 31 of such Prior Bonus Year and employing in the application of such formula the goals, dental or vision expenses under a self-insured plan, ratios and weighting percentages and other variable figures which the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee Bonus Plan calls for the Company portion Company’s Board or any committee thereof to determine annually (“Bonus Plan Variables”) which the Company’s Board of Directors or any committee thereof adopted for purposes of the cost Bonus Plan prior to December 31 of such premiums Prior Bonus Year. Notwithstanding any other provision of this Section, no Accrued Bonus shall be payable pursuant to this Section 8(c) for any Prior Bonus Year with respect to which a bonus amount was paid to and accepted by the 15th day of Executive. Notwithstanding anything to the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c)contrary, to the extent that such amounts any payments under Section 8(c) are taxable and not otherwise exempt from deferred compensation subject to a six-month waiting period under Code Section 409A, any such payments that would be payable before the Employee shall pay expiration of six months following the premiums Executive’s separation from service but for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission operation of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) sentence shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred made during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year seventh month following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitExecutive’s separation from service. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated Subject to the provisions of Section 11 hereof, the Board may, by the Company Without Cause: (a) the Company shall pay written notice to the Employee, in a lump sum in cash within 30 days after the Date of Terminationimmediately terminate his employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 9 (a) (b) or (c) above, the aggregate Employee shall be entitled to receive the following compensation and benefits: (i) the salary provided pursuant to Section 2 hereof, up to the date of expiration of the following amounts: term (1including any renewal term then in effect) if not theretofore of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life, disability and other benefits (excluding any bonus, stock option or other compensation benefits) which the Employee would have been eligible to participate in through the Termination Date based upon the benefit levels substantially equal to those that the Association provided for the Employee at the date of termination of employment. Said sum shall be paid, at the Employee’s Base Salary (as in effect on the Date option of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by either (I) in periodic payments over the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 remaining term of this Amended Agreement Agreement, as if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s 's employment had not been terminated. With respect to benefits set forth , or (II) in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost one lump sum within 10 days of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredtermination; provided, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c)however, to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide by the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay Association to the Employee, in equal semi-monthly installments, Employee hereunder shall not exceed 3 times the Employee’s Base Salary 's "average annual compensation". The Employee's "annual average compensation" shall be the average of the total annual "compensation" acquired by the Employee during each of the 5 fiscal years (as or the number of full fiscal years of employment, if the Employee's employment is less than 5 years at the termination thereof) immediately preceding the date of termination. The term "compensation" shall mean any payment of money or provision of any other thing of value in effect on the Date consideration of Termination) for 12 months after the Date of Terminationemployment, including, without limitation, base compensation, bonuses, pension and profit sharing plans, directors fees or committees fees, fringe benefits and deferred compensation accruals.

Without Cause. If this Amended Agreement shall be terminated Subject to the provisions of Section 11 hereof, the Board may, by the Company Without Cause: (a) the Company shall pay written notice to the Employee, in a lump sum in cash within 30 days after the Date of Terminationimmediately terminate her employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 9 (a) (b) or (c) above, the aggregate Employee shall be entitled to receive the following compensation and benefits: (i) the salary provided pursuant to Section 2 hereof, up to the date of expiration of the following amounts: term (1including any renewal term then in effect) if not theretofore of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life and disability benefits which the Employee would have been eligible to participate in through the Termination Date, based upon the benefit levels substantially equal to those that the Association provided for the Employee at the date of termination of employment. Said sum shall be paid, at the Employee’s Base Salary (as in effect on the Date option of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by either (I) in periodic payments over the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 remaining term of this Amended Agreement Agreement, as if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s 's employment had not been terminated. With respect to benefits set forth , or (II) in this subsection one lump sum within ten (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost 10) days of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredtermination; provided however, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide by the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay Association to the Employee, in equal semi-monthly installments, Employee hereunder shall not exceed two (2) times the Employee’s Base Salary 's "average annual compensation". The Employee's "average annual compensation" shall be the average of the total annual "compensation" acquired by the Employee during each of the five (as 5) fiscal years (or the number of full fiscal years of employment, if the Employee's employment is less than five (5) years at the termination thereof) immediately preceding the date of termination. The term "compensation" shall mean any payment of money or provision of any other thing of value in effect on the Date consideration of Termination) for 12 months after the Date of Terminationemployment, including, without limitation, base compensation, bonuses, pension and profit sharing plan, director fees or committee fees, fringe benefits and deferred compensation accruals.

Without Cause. If this Amended Agreement shall be terminated Subject to the provisions of Section 11 hereof, the Board may, by the Company Without Cause: (a) the Company shall pay written notice to the Employee, in a lump sum in cash within 30 days after the Date of Terminationimmediately terminate his employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 9 (a) (b) or (c) above, the aggregate Employee shall be entitled to receive the following compensation and benefits: (i) the salary provided pursuant to Section 2 hereof, up to the date of expiration of the following amounts: term (1including any renewal term then in effect) if not theretofore of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life and disability benefits which the Employee would have been eligible to participate in through the Termination Date, based upon the benefit levels substantially equal to those that the Association provided for the Employee at the date of termination of employment. Said sum shall be paid, at the Employee’s Base Salary (as in effect on the Date option of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by either (I) in periodic payments over the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 remaining term of this Amended Agreement Agreement, as if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s 's employment had not been terminated. With respect to benefits set forth , or (II) in this subsection one lump sum within ten (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost 10) days of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredtermination; provided however, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide by the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay Association to the Employee, in equal semi-monthly installments, Employee hereunder shall not exceed two (2) times the Employee’s Base Salary 's "average annual compensation". The Employee's "average annual compensation" shall be the average of the total annual "compensation" acquired by the Employee during each of the five (as 5) fiscal years (or the number of full fiscal years of employment, if the Employee's employment is less than five (5) years at the termination thereof) immediately preceding the date of termination. The term "compensation" shall mean any payment of money or provision of any other thing of value in effect on the Date consideration of Termination) for 12 months after the Date of Terminationemployment, including, without limitation, base compensation, bonuses, pension and profit sharing plan, director fees or committee fees, fringe benefits and deferred compensation accruals.

Without Cause. If this Amended Agreement shall be terminated the Company terminates you without “Cause” for any reason during the Term or any extension thereof, then the Company agrees that as severance it will continue to pay you your Base Salary and maintain your employee benefits for a period that is equal to six (6) months of your employment by the Company Without Cause: (a) the Company shall pay to the EmployeeCompany, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect beginning on the Date date of Termination) through your termination notice. For the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 purposes of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Terminationletter agreement, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits have “Cause” to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s terminate your employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the followingupon: (i) all amounts failure to be paid materially perform and discharge your duties and responsibilities under this paragraph Agreement (other than any such failure resulting from incapacity due to illness) after receiving written notice and allowing you ten (10) business days to cure such failures, if so curable, provided, however, that are includable in Employee’s income shall only be paid if after one such expenses are incurred during notice has been given to you, the 2 year period after the Termination Date; Company is no longer required to provide time to cure subsequent failures under this provision, or (ii) any amount reimbursable breach by you of the provisions of this Agreement; or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee misconduct which, in the opinion and sole discretion of the Company, is reimbursed for any expenses hereunder, he must provide injurious to the Company with reasonable documentation of such expensesCompany; or (iv) payments for such expenses will be made in cash promptly after any felony conviction involving the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and personal dishonesty or moral turpitude, or (v) engagement in illegal drug use or alcohol abuse which prevents you from performing your duties in any manner, or (vi) any material misappropriation, embezzlement or conversion of the payments Company’s or any of its subsidiary’s or affiliate’s property or business opportunities by you; or (vii) willful misconduct by you in respect of your duties or obligations under this paragraph cannot be substituted Agreement and/or the Confidentiality, Non-Solicitation, and Non-competition Agreement. You acknowledge and agree that any and all payments to which you are entitled under this Section are conditioned upon and subject to your execution of a general waiver and release, in such reasonable form as counsel for another benefit. (d) each of the Company and you shall pay agree upon, of all claims you have or may have against the Company. Work +Products: You agree that prior to your Start Date, you will execute the EmployeeCompany’s Confidentiality, Non-Competition and Non-Solicitation Agreement attached to this letter as Exhibit 1. You understand that if you should fail to execute such Confidentiality, Non-Competition and Non-Solicitation Agreement in equal semithe agreed-monthly installmentsupon form, it will be grounds for revoking this offer and not hiring you. You understand and acknowledge that this Agreement shall be read in pari materia with the Employee’s Base Salary (as in effect on the Date Confidentiality, Non-Competition and Non-Solicitation Agreement and is part of Termination) for 12 months after the Date of Terminationthis Agreement.

Without Cause. If this Amended Agreement (i) At any time during the Term, the Parties shall be terminated by entitled to terminate this Agreement and the Executive's employment with the Company Without Cause: without cause, by providing prior written notice of at least 30 days to the other party. Upon the Company's termination of this Agreement and the Executive's employment with the Company pursuant to this paragraph 11(e)(i), the Company shall have no further obligations to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay or provide to the Executive (a) the Company shall pay to the Employeeany earned but unpaid base salary and vacation pay, in a lump sum in cash within 30 days after the Date and reimbursement of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, any and all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and reasonable expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 Executive in connection with and related to the performance of this Amended Agreement if his duties and responsibilities for the Employee’s employment had not terminatedCompany during the period ending on the termination date, (b) a severance payment in an amount equal to be paid no later than 21/2 months after the end two years of the calendar year in which Executive's base salary plus any bonus earned or accrued through the date of such expenses were incurred; and termination, (c) for 2 years, continuation on behalf of the 12Executive and the Executive's dependents and beneficiaries of life insurance, disability, medical, dental, hospitalization and long-month period commencing on term care benefits, provided, however, that the Date Company's obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of Terminationany benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefits plans are no less favorable to the Executive than the coverages and benefits required to be provided hereunder and (d) to the extent the Executive holds any unvested portion of the option granted to the Executive pursuant to paragraph 9(a), the portion of the option so granted that would otherwise vest following the date of termination of the Executive's employment with the Company will as of the date of termination become fully vested. Upon the Executive's termination of this Agreement and the Executive's employment with the Company pursuant to this paragraph 11(e)(i), the Company shall pay the Company portion of any premiums and shall otherwise continue benefits have no further obligations to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c)Executive or his heirs, to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay to the Executive (x) any benefits that are for medicalearned but unpaid base salary and vacation pay, dental and (y) reimbursement of any and all reasonable expenses paid or vision expenses under a self-insured plan, incurred by the Employee shall pay Executive in connection with and related to the premiums for such coverage performance of his duties and the Company shall reimburse the Employee responsibilities for the Company portion of during the cost of such premiums by period ending on the 15th day of the month following the month such premiums are paid by the Employeetermination date. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the The Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiumsdeduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(cappropriate deductions. (ii) The amounts described in paragraph 11(e)(b)(i) shall be subject paid to the following: (i) all amounts to be paid under this paragraph and that are includable Executive in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination a lump sum within 45 days of his Separation Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by the Company Without Cause: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 21⁄2 months after the end of the calendar year in which such expenses were incurred; and (c) subject to satisfaction of the Release Requirement under Section 6.6, for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) subject to satisfaction of the Release Requirement under Section 6.6, the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination, with the first payment commencing on the 60th day following the Date of Termination (the “Release Delay”) and with such first payment including the amounts that would have been previously paid but for the Release Delay.

Without Cause. If Notwithstanding any other provision of this Amended Agreement Section 5, the Board shall have the right to terminate Employee's employment with Employer without cause at any time upon at least thirty (30) days' prior written notice to Employee. In addition, it shall be terminated deemed for all purposes to be a Without Cause Termination ("WITHOUT CAUSE TERMINATION") if Employee terminates his employment by reason of (i) any action by Employer which results in a material diminution in Employee's then position (including status, titles and reporting requirements), authority, duties or responsibilities, but excluding, for this purpose, an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by Employer promptly after receipt of written notice from Employee, (ii) any repeated failure of Employer to comply with any of the provisions of this Agreement and which is not remedied by Employer in a reasonable period of time after receipt of written notice from Employee, (iii) a reduction in the Employee's level of compensation (including Base Salary, fringe benefits and any non-discretionary and objective standard incentive payment, but not including the bonus referred to in Section 4(b) unless the performance targets referred to have been met and such bonus is not paid by the Company Without Cause: Employer), (aiv) the Company shall pay Employer requiring Employee to be based at any office or location more than thirty-five (35) miles from the Employee's current place of employment, or (v) a "change in a lump sum control" shall occur. A "change in cash within 30 days after control" shall be deemed to occur upon the Date occurrence of Termination, the aggregate any of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the followingevents: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after acquisition by any person or entity of more than twenty-five percent (25%) of the Termination Datecombined voting power of the Employer's outstanding securities; or (ii) Employer stockholder approval of any amount reimbursable consolidation or paid in one tax year shall merger of the Employer with another corporation if, following the consolidation or merger, stockholders of the Employer immediately prior to such consolidation or merger would not affect beneficially own securities representing at least sixty percent (60%) of the amount to be reimbursed combined voting power of the outstanding voting securities of the surviving or paid in another tax yearcontinuing corporation; or (iii) if Employee is reimbursed during any period of twenty-four (24) consecutive months individuals who at the beginning of such period constitute the Board and qualified replacements cease for any expenses hereunder, he must provide reason to constitute a majority of the Company with reasonable documentation board. A director shall be a "qualified replacement" if the election or nomination for election by the Employer's stockholders of the director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such expensesperiod; or (iv) payments for such expenses will be made stockholder approval of any sale, lease, exchange or other transfer (in cash promptly after one transaction or a series of related transactions) of all or substantially all of the expenses are incurred but in no event later assets of the Employer other than the end to an entity (or entities) of Employee’s taxable year following the tax year in which the expenses are incurred; and Employer or the stockholders of the Employer immediately prior to such transactions beneficially own securities representing at least sixty percent (v60%) of the payments under this paragraph cannot be substituted for another benefit. (d) combined voting power of the Company outstanding voting securities. The following conditions shall pay to thereupon become applicable upon the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date occurrence of a Without Cause Termination) for 12 months after the Date of Termination.:

Without Cause. If this Amended Agreement (i) At any time during the Term, the Parties shall be terminated by entitled to terminate this Agreement and the Executive’s employment with the Company Without Cause: without cause, by providing prior written notice of at least 30 days to the other party. Upon the Company’s termination of this Agreement and the Executive’s employment with the Company pursuant to this paragraph 11(e)(i), the Company shall have no further obligations to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay or provide to the Executive (a) the Company shall pay to the Employeeany earned but unpaid base salary and vacation pay, in a lump sum in cash within 30 days after the Date and reimbursement of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, any and all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and reasonable expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 Executive in connection with and related to the performance of this Amended Agreement if his duties and responsibilities for the Employee’s employment had not terminatedCompany during the period ending on the termination date, (b) a severance payment in an amount equal to be paid no later than 21/2 months after the end two years of the calendar year in which Executive’s base salary plus any bonus earned or accrued through the date of such expenses were incurred; and termination, (c) for 2 years, continuation on behalf of the 12Executive and the Executive’s dependents and beneficiaries of life insurance, disability, medical, dental, hospitalization and long-month period commencing on term care benefits, provided, however, that the Date Company’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce the coverage of Terminationany benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefits plans are no less favorable to the Executive than the coverages and benefits required to be provided hereunder and (d) to the extent the Executive holds any unvested portion of the option granted to the Executive pursuant to paragraph 9(a), the portion of the option so granted that would otherwise vest following the date of termination of the Executive’s employment with the Company will as of the date of termination become fully vested. Upon the Executive’s termination of this Agreement and the Executive’s employment with the Company pursuant to this paragraph 11(e)(i), the Company shall have no further obligations to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay to the Executive (a) any earned but unpaid base salary and vacation pay, and reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company portion of any premiums during the period ending on the termination date. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions. (ii) At the Executive’s option, the amounts described in paragraph 11(e)(i) shall otherwise continue benefits be paid to the Employee and/or Executive in the Employee’s family same manner as they would have been paid, in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (cprovisions of paragraph 6(a), had the Executive remained employed by the Company. To exercise such option, the Executive shall deliver to the extent possibleCompany written notice electing such option within 10 business days after his last day of employment with the Company. If the Executive fails to deliver such written notice within 10 business days after his last day of employment with the Company, all insurance premium and/or benefit payments by the Company Executive shall be made so as entitled to be exempt from Code Section 409A, and for receive the purposes thereof, each payment shall be treated as amounts described in paragraph 11(e)(i) in a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion lump sum within 45 days of the cost of such premiums by the 15th his last day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and employment with the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement Employee’s employment with Unitek shall be terminated by terminate upon Unitek giving written notice to Employee of the Company Without termination of such employment without Cause: ; provided, however, in the event of termination without Cause, (aA) the Company Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee, ’s execution and delivery of a release in a lump sum substantially the form attached hereto as Exhibit A (with such changes as may reasonably be required by Unitek to reflect changes in cash within 30 days after law or the Date of Terminationcircumstances surrounding Employee’s release, the aggregate of “Release”), which Release shall not have been revoked by Employee pursuant to the following amounts: terms thereof (1) if not theretofore paidand all applicable statutory revocation periods have expired), the and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (as at the rate then in effect on effect) for no less than a period of twenty-four (24) months after the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts date of such compensation previously deferred and not yet paid by the Company shall be paid termination of employment, payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the plan documents governing date of such deferrals; (b) termination, the Company shall, promptly upon submission by operational and financial milestones established for the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of Bonus for the calendar year in which Employee is so terminated; and to the extent such expenses were incurred; and operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in equal increments over no less than a twelve (c12) for the 12-month period commencing on after the Date date of Terminationsuch termination of employment, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits payable to the Employee and/or the Employee’s family in accordance with the CompanyUnitek’s normal then current payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitpractices. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall The employment of the Employee may be terminated without Cause at any time by the Company Without Cause: on delivery to the Employee of a written Notice of Termination (as defined in Section 9.1). On the Date of Termination (as defined in Section 9.2) pursuant to this Section 7.2, the Company shall, in lieu of any payments under Section 4.1 and 4.2 for the remainder of the Term, pay to the Employee an amount equal to the lesser of: (a) the Company shall pay to the Employee, in 's Base Salary for a lump sum in cash within 30 days after the Date period of Termination, the aggregate of the following amounts: one (1) if not theretofore paidyear from the date of termination, and (b) the Employee's Base Salary for the remainder of the Term. In addition, the Employee’s Base Salary (as Employee shall be entitled to the pro-rated maximum Bonus available to the Employee under Section 4.2 for the year in effect on which the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid termination occurs. Such payment by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) Company's normal payroll practices and not as a lump sum payment. In addition, the Company shallwill pay as incurred the Employee's expenses, promptly upon submission by the Employee of supporting documentationup to Fifteen Thousand Dollars ($15,000), associated with career counseling and resume development. The Company shall also pay or reimburse to the Employee any costs and expenses an amount equal to the Company's portion (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if but not the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c's portion) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by medical insurance at the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as rate in effect on the Date of TerminationTermination for a period of one (1) for 12 months after year from the Date of Termination. In addition, on termination of the Employee under this Section 7.2, all of the Employee's outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The term of any such options and rights shall be extended to the first (1st) anniversary of the Employee's termination. The Employee acknowledges that extending the term of any incentive stock options pursuant to this Section 7.2 or Sections 7.3, 7.4 or 8.1 below, could cause such option to lose its tax-qualified status if it is an incentive stock option under the Code and agrees that the Company shall have no obligation to compensate the Employee for any additional taxes he incurs as a result.

Without Cause. If this Amended Agreement shall The employment of the Employee may be terminated without Cause at any time by the Company Without Cause: on delivery to the Employee of a written Notice of Termination (as defined in Section 9.1). In the event of such a termination without Cause pursuant to this Section 7.2 that constitutes Employee’s Separation From Service (as defined in Section 9.3), then, subject to the Employee’s execution and non-revocation of a general release of all claims against the Company and its affiliates within sixty (60) days, or such shorter period of time specified by the Company, following the Date of Termination (as defined in Section 9.2), the Company shall, in lieu of any payments under Section 4.1 and 4.2 for the remainder of the Term, pay to the Employee an amount equal to the lesser of: (a) the Company shall pay to the Employee, in ’s Base Salary for a lump sum in cash within 30 days after period of one (1) year from the Date of Termination, the aggregate of the following amounts: and (1b) if not theretofore paid, the Employee’s Base Salary for the remainder of the Term (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company “Severance”). The Severance shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal and is subject to those which all withholding requirements under applicable law, with the first such payment to be paid on the sixtieth (60th) day following the Date of Termination inclusive of any installments that would have been provided to them under Section 4.4 if paid had such continuation payments commenced on the Employee’s employment had not been terminatedDate of Termination. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured planIn addition, the Employee shall pay be entitled to the premiums pro-rated target Bonus available to the Employee under Section 4.2 for such coverage the year in which the termination occurs, taking into account the bonus categories and weighting under the Company’s bonus plan and the Company’s and Employee’s achievement thereunder as of the Date of Termination. Further, the Company will pay as incurred the Employee’s expenses, up to Fifteen Thousand Dollars ($15,000), associated with career counseling and resume development. The Company shall reimburse also pay to the Employee for an amount equal to the Company Company’s portion (but not the Employee’s portion) of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the medical, dental and vision plan insurance for Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, spouse and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during children at the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as rate in effect on the Date of TerminationTermination for a period of one (1) for 12 months after year from the Date of Termination (the “Health Insurance Benefit”). Notwithstanding the previous sentence, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant to the Internal Revenue Code of 1986, as amended (the “Code”) and the Department of Treasury regulations promulgated thereunder (including, without limitation, Section 2716 of the Public Health Service Act), the Health Insurance Benefit shall terminate and the Employee shall not be eligible to receive any further benefits related to the Health Insurance Benefit other than as otherwise required by applicable law. In addition, on termination of the Employee under this Section 7.2, all of the Employee’s outstanding but unvested Options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s Restricted Stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability of any such Options and rights shall be extended to the earlier of (i) the expiration of the term of such Options and rights or (ii) the first (1st) anniversary of the Date of Termination. The Employee acknowledges that extending the exercisability of any incentive stock options pursuant to this Section 7.2 or Sections 7.3 or 7.4 below, could cause such option to lose its tax-qualified status if it is an incentive stock option under the Code and agrees that the Company shall have no obligation to compensate the Employee for any additional taxes he incurs as a result.

Without Cause. If this Amended Agreement shall be terminated Subject to the provisions of Section 11 hereof, the Board may, by the Company Without Cause: (a) the Company shall pay written notice to the Employee, in a lump sum in cash within 30 days after the Date of Terminationimmediately terminate his employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 10 (a), (b) or (c) above, the aggregate Employee shall be entitled to receive the following compensation and benefits: (i) the Base Salary provided pursuant to Section 2 hereof, up to the date of expiration of the following amounts: term (1including any renewal term then in effect) if not theretofore of this Agreement (the "Termination Date"), plus the Base Salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life, and disability benefits in which the Employee would have been eligible to participate in through the Termination Date based upon the benefit levels substantially equal to those that the Company provided for the Employee at the date of termination of employment. Said sum shall be paid, at the Employee’s Base Salary (as in effect on the Date option of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by either (I) in periodic payments over the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 remaining term of this Amended Agreement Agreement, as if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s 's employment had not been terminated. With respect to benefits set forth , or (II) in this subsection one lump sum within ten (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost 10) days of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredtermination; provided however, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide by the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, Employee hereunder shall not exceed two (2) times the Employee’s 's "average annual compensation." The Employee's "average annual compensation" shall be the average of the total annual "compensation" acquired by the Employee during each of the five (5) fiscal years (or the number of full fiscal years of employment, if the Employee's employment is less than five (5) years at the termination thereof) immediately preceding the date of termination. The term "compensation" shall mean any payment of money or provision of any other thing of value in consideration of employment, including, without limitation, Base Salary (as in effect on less any Salary Offset), compensation received under any Insurance Agreements against which the Date of Termination) for 12 months after the Date of TerminationEmployee's Base Salary is offset by a Salary Offset, bonuses, pension and profit sharing plans, directors fees or committees fees, fringe benefits and deferred compensation accruals.

Without Cause. If this Amended This Agreement shall may be terminated by the Company Without Cause: (a) Company, at any time after the first anniversary of the Commencement Date, without cause immediately upon giving written notice to the Employee of such termination. In such event, the Company shall continue to pay to the Employee, in a lump sum in cash within 30 days after Employee the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid Compensation in accordance with the plan documents governing such deferrals; (b) normal payroll practices of the Company shallfor a period of (i) twelve months commencing with the effective date of any termination pursuant to this Section 7(c), promptly upon submission by or (ii) such lesser period commencing with the Employee effective date of supporting documentationany termination pursuant to this Section 7(c) and ending on the third anniversary of the Commencement Date; provided, pay or reimburse however, that Employee’s right to receive any such payment shall be subject to the Employee any costs complying with the terms of this Agreement. Additionally, the Company shall have the right, at its election if made on or before the time of termination, to continue to pay the Employee the Base Compensation for an additional period of up to six months, and expenses (including moving and relocation expenses) paid or incurred if the Company so elects, the Employee shall be bound by the Employee which would have been payable under Section 4.5 provisions of Sections 5(d) and 5(e) of this Amended Agreement if for such additional period. Notwithstanding the foregoing, no amount shall be payable to the Employee pursuant to this Paragraph 7(c) unless (y) such Employee’s termination of employment is a separation from service (within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder), and (z) the amount payable to the Employee pursuant to this Paragraph 7(c) shall not exceed two times the lesser of (A) the sum of the Employee’s employment had not terminated, compensation (as defined in Treasury Regulation Section 1.415-1(d)(2)) for services provided to be paid no later than 21/2 months after the end of Company as an employee for the calendar year preceding the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or has a separation from service, or (B) the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall maximum amount that may be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses taken into account under a self-insured plan, qualified plan pursuant to Section 401(a)(17) of the Employee shall pay the premiums Internal Revenue Code for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall The employment of the Employee may be terminated without Cause at any time by the Company Without Cause: on delivery to the Employee of a written Notice of Termination (as defined in Section 9.1). In the event of such a termination without Cause pursuant to this Section 7.2 that constitutes Employee’s Separation From Service (as defined in Section 9.3), then, subject to the Employee’s execution and non-revocation of a general release of all claims against the Company and its affiliates within sixty (60) days, or such shorter period of time specified by the Company, following the Date of Termination (as defined in Section 9.2), the Company shall, in lieu of any payments under Section 4.1 and 4.2 for the remainder of the Term, pay to the Employee an amount equal to the lesser of: (a) the Company shall pay to the Employee, in ’s Base Salary for a lump sum in cash within 30 days after period of one (1) year from the Date of Termination, the aggregate of the following amounts: and (1b) if not theretofore paid, the Employee’s Base Salary for the remainder of the Term (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company “Severance”). The Severance shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal and is subject to those which all withholding requirements under applicable law, with the first such payment to be paid on the sixtieth (60th) day following the Date of Termination inclusive of any installments that would have been provided to them under Section 4.4 if paid had such continuation payments commenced on the Employee’s employment had not been terminatedDate of Termination. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured planIn addition, the Employee shall pay be entitled to the premiums pro-rated target Bonus available to the Employee under Section 4.2 for such coverage the year in which the termination occurs, taking into account the bonus categories and weighting under the Company’s bonus plan and the Company’s and Employee’s achievement thereunder as of the Date of Termination. Further, the Company will pay as incurred the Employee’s expenses, up to Fifteen Thousand Dollars ($15,000), associated with career counseling and resume development. The Company shall reimburse also pay to the Employee for an amount equal to the Company Company’s portion (but not the Employee’s portion) of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the medical, dental and vision plan insurance for Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, spouse and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during children at the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as rate in effect on the Date of TerminationTermination for a period of one (1) for 12 months after year from the Date of Termination (the “Health Insurance Benefit”). Notwithstanding the previous sentence, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant to the Internal Revenue Code of 1986, as amended (the “Code”) and the Department of Treasury regulations promulgated thereunder (including, without limitation, Section 2716 of the Public Health Service Act), the Health Insurance Benefit shall terminate and the Employee shall not be eligible to receive any further benefits related to the Health Insurance Benefit other than as otherwise required by applicable law. In addition, on termination of the Employee under this Section 7.2, all of the Employee’s outstanding but unvested Options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s Restricted Stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability of any such Options and rights shall be extended to the earlier of (i) the expiration of the term of such Options and rights or (ii) the first (1st) anniversary of the Date of Termination. The Employee acknowledges that extending the exercisability of any incentive stock options pursuant to this Section 7.2 or Sections 7.3 or 7.4 below, could cause such option to lose its tax-qualified status if it is an incentive stock option under the Code and agrees that the Company shall have no obligation to compensate the Employee for any additional taxes she incurs as a result.

Without Cause. If this Amended Agreement shall be the Executive’s employment is terminated by the Company Without Causewithout Cause (pursuant to Section 4(c) or 4(e)), the Executive’s compensation provided in Section 3 shall be paid as follows: (ai) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the EmployeeExecutive’s Base Salary specified in Section 3(a) shall continue to be paid in monthly installments until the first to occur of (i) the remaining period of the Term (or twenty-four (24) months following such termination, if greater) or (ii) such time as in effect on the Date Executive has breached the provisions of TerminationSection 6 or 7 of this Agreement and failed to remedy such breach within thirty (30) through the Date days following receipt of Termination; anda Breach Notice; (2ii) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company Executive’s annual Bonus shall continue to be paid in accordance with this Section 5(c) at the plan documents governing times set forth in Section 3(b) until the first to occur of (i) the remaining period of the Term (or twenty-four (24) months following such deferralstermination, if greater) or (ii) such time as the Executive has breached the provisions of Section 6 or 7 of this Agreement and failed to remedy such breach within thirty (30) days following receipt of a Breach Notice. The annual Bonus payable pursuant to this Section 5(c) shall equal the amount of the annual Bonus (if any) previously paid or required to be paid pursuant to this Agreement for the full fiscal year immediately prior to the Executive’s termination of employment; (biii) the Company shallExecutive’s Additional Salary (or, promptly upon submission by for any partial year, the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expensespro-rata portion thereof) paid or incurred by the Employee which would have been payable under specified in Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, 3(c) shall continue to be paid no later than 21/2 months after until the end first to occur of (i) the remaining period of the calendar year Term (or twenty-four (24) months following such termination, if longer) or (ii) such time as the Executive has materially breached the provisions of Section 6 or 7 of this Agreement and failed to remedy such breach within thirty (30) days following receipt of a Breach Notice; (iv) the Executive’s additional benefits specified in which Section 3(d) shall continue to be available to the Executive until the first to occur of (i) twenty-four (24) months following such expenses were incurredtermination or (ii) such time as the Executive has breached the provisions of Section 6 or 7 of this Agreement and failed to remedy such breach within thirty (30) days following receipt of a Breach Notice; and (cv) for the 12any post-month period commencing on the Date of Termination, the Company retirement benefits agreed to as contemplated in Section 3(o) shall pay the Company portion of any premiums and shall otherwise continue benefits to be paid or available to the Employee and/or the Employee’s family Executive in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 their terms, but shall terminate if the Employee’s employment had not been terminated. With respect Executive has breached the provisions of Section 6 or 7 of this Agreement and failed to benefits set forth in this subsection remedy such breach within thirty (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as 30) days following receipt of a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitBreach Notice. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall The employment of the Employee may be terminated without Cause at any time by the Company Without Cause: on delivery to the Employee of a written Notice of Termination (as defined in Section 9.1). In the event of such a termination without Cause pursuant to this Section 7.2 that constitutes Employee’s Separation From Service (as defined in Section 9.3), then on the Date of Termination (as defined in Section 9.2) pursuant to this Section 7.2, the Company shall, in lieu of any payments under Section 4.1 and 4.2 for the remainder of the Term, pay to the Employee an amount equal to the lesser of: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary for a period of one (as in effect on 1) year from the Date date of Terminationtermination, and (b) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee’s Base Salary for the remainder of the Term. In addition, all amounts of such compensation previously deferred and not yet paid the Employee shall be entitled to the pro-rated target Bonus available to the Employee under Section 4.2 for the year in which the termination occurs. Such payment by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if and not as a lump sum payment. In addition, the Company will pay as incurred the Employee’s employment had not been terminated. With respect expenses, up to benefits set forth in this subsection Fifteen Thousand Dollars (c$15,000), associated with career counseling and resume development. The Company shall also pay to the extent possible, all insurance premium and/or benefit payments by Employee an amount equal to the Company shall be made so as to be exempt from Code Section 409A, and for Company’s portion (but not the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion Employee’s portion) of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group medical, dental and other health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health plan insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, his wife and children at the Employee’s Base Salary (as rate in effect on the Date of TerminationTermination for a period of one (1) for 12 months after year from the Date of Termination. In addition, on termination of the Employee under this Section 7.2, all of the Employee’s outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability of any such options and rights shall be extended to the earlier of (A) the expiration of the term of such options and rights or (B) the first (1st) anniversary of the Date of Termination. The Employee acknowledges that extending the exercisability of any incentive stock options pursuant to this Section 7.2 or Sections 7.3 or 7.4 below, could cause such option to lose its tax-qualified status if it is an incentive stock option under the Internal Revenue Code of 1986, as amended (the “Code”) and agrees that the Company shall have no obligation to compensate the Employee for any additional taxes he incurs as a result.

Without Cause. If this Amended Agreement shall be terminated by If, at any time prior to the earlier of (i) the date that is 12 months subsequent to the Effective Date, or (ii) the Employee's Normal Retirement Date (the "Salary Continuation Period"), the Company Without shall terminate the Employee's employment other than for Cause, Disability, or death or if the Employee shall terminate his employment: (a) the Company shall continue to pay to the Employee in accordance with its normal payroll practices the Employee, in a lump sum in cash within 30 days after 's base salary at an annual rate equal to the Date of Termination, the aggregate greater of the following amounts: Employee's (1i) if not theretofore paidhighest monthly base salary paid or payable by the Company during the twelve-month period immediately preceding the Effective Date, or (ii) the Employee’s Base Salary (as in effect on highest monthly salary paid or payable by the Company at any time from the 90-day period preceding the Effective Date of Termination) through the Date of Termination; and Termination (2) in the case "Highest Base Salary"), for the remainder of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals;Salary Continuation Period. (b) for the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end remainder of the calendar year in which Salary Continuation Period, or such expenses were incurred; and (c) for the 12-month longer period commencing on the Date of Terminationas any plan, program, practice or policy may provide, the Company shall pay the Company portion of any premiums continue to provide health insurance, life insurance and shall otherwise continue retirement benefits to the Employee and/or the Employee’s 's family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s 's employment had not been terminated. With , in accordance with the most favorable plans, practices, programs or policies of the Company and its subsidiaries during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees and their families and for purposes of eligibility for retirement benefits set forth in this subsection (c)pursuant to such plans, to practices, programs and policies, the extent possible, all insurance premium and/or benefit payments by the Company Employee shall be made so as considered to be exempt from Code Section 409A, have remained employed until the end of the Salary Continuation Period and for to have retired on the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. last day of such period. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and have no right to participate in any bonus plan of the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible subsequent to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by During the Term, the Company Without Causemay terminate the Executive’s employment with the Company at any time without Cause upon thirty (30) days’ prior written notice; provided, however, that during such notice period, the CEO, in his sole discretion, may relieve the Executive of all of his duties, responsibilities and authority with respect to the Company and may restrict Executive’s access to Company property; provided, further, that the CEO’s exercise of such discretion shall not constitute Good Reason (as defined below). Upon such a termination of employment, the Company shall: (ai) provide the Executive with those benefits described in clauses (i) and (ii) of Section 6(a); (ii) pay the Executive any earned but unpaid annual bonus for the year immediately preceding the year of termination at the time the Company shall pay pays bonuses with respect to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:such year to its executives generally; (1iii) if not theretofore paid, continue providing the Employee’s Executive with Base Salary for a period of 6 months (as in effect on the Date of Termination) through the Date of Termination; and (2) 12 months in the case of compensation previously deferred by a termination occurring after an IPO) following the Employee, all amounts date of such compensation previously deferred and not yet paid by termination of employment (the Company shall “Severance Period”), with such Base Salary to be paid in accordance with the plan documents governing Company’s regular payroll practice as if no such deferralstermination of employment had occurred; provided, however, that the Executive’s right to receive the payments set forth in this clause (iii) of Section 6(c) shall be conditioned on the Executive’s continued compliance with Sections 8 and 9 hereof and such payments shall not begin until the Executive signs and does not subsequently revoke a release of claims within sixty (60) days following such termination of employment, in substantially the form attached hereto as Exhibit B; provided, further, that if such sixty (60) day period spans two calendar years, any payment set forth in this Section 6(c)(iii) that, but for this proviso, would have been paid prior to the Company’s first payroll date in such second calendar year, shall not be paid until such payroll date (but only to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)); (biv) during the Company shallportion of the Severance Period during which the Executive and the Executive’s dependents are eligible for COBRA coverage, promptly upon submission by reimburse the Employee of supporting documentation, pay or reimburse to Executive and the Employee Executive’s eligible dependents for their COBRA premiums less any costs and expenses (including moving and relocation expenses) paid or incurred by amounts that the Employee which Executive would have been payable required to contribute for coverage under Section 4.5 of this Amended Agreement if the EmployeeCompany’s employment health plans had not terminatedthe Executive remained employed by the Company, with such reimbursement to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family occur in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits procedures set forth in this subsection Section 4(e); provided, however, that if, at any time during the Severance Period, the Executive and the Executive’s eligible dependents cease to be eligible for COBRA coverage (cexcept as a result of Executive’s becoming eligible for coverage under the medical plans of a subsequent employer), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums Executive all reasonable premium costs incurred by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible Executive to elect continuation of provide private health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), Executive and the Executive’s eligible dependents that is substantially equivalent to the extent health insurance by which the Executive and the Executive’s eligible dependents were covered on the date of the Executive’s termination less any amounts that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums Executive would have been required to contribute for such coverage had the Executive remained employed by the Company, until the earlier of (x) the termination of the Severance Period and (y) the Company shall promptly reimburse date on which the Employee upon Employee’s submission Executive becomes eligible for coverage under the medical plans of reasonable documentation of such premiums, a subsequent employer; (v) provide any stock-based compensation due to the Executive pursuant to any written agreement between the Executive and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to , on the following: (i) all amounts to be paid under this paragraph terms and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Dateconditions set forth therein; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit.and (dvi) pay the Company shall pay Executive the Carve-out Bonus, if any, that the Executive is or becomes entitled to under the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date terms of Termination) for 12 months after the Date of TerminationSection 4(d).

Without Cause. Either party may terminate this Agreement immediately without cause by giving written notice to the other. If this Amended Agreement shall be terminated by the Company Without Cause: terminates under this Section 7(b) within the first (a1st) full year of this Agreement, then the Company shall only be obligated to pay to the Employee that portion of the Base Salary due him through the date of termination, and accrued and unpaid expense reimbursement pursuant to Section 6 hereof. If, after the first (1st) full year of this Agreement, the Company terminates under this Section 7(b) or if the Employee resigns for "Good Reason" (as defined below), then the Company shall pay to the EmployeeEmployee an amount equal to the Base Salary in effect as of the date of termination multiplied by the greater of (A) the number of years (including partial years) remaining in the Term, or (B) the number two (2); (ii) any pro-rated Incentive Bonus earned by the Employee through the date of termination; (iii) any Transaction Bonus due the Employee in accordance with the terms of Section 4(b); and (iv) accrued and unpaid expense reimbursement pursuant to Section 6 hereof Such payment shall be made in a lump sum in cash within 30 days after on or before the Date fifth (5th) day following the date of Terminationtermination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (or as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred otherwise directed by the Employee; provided, all amounts of such compensation previously deferred however, that the pro-rated Incentive Bonus and not yet paid by the Company Transaction Bonus, if any, shall be paid in accordance with Sections 4(a) and 4(b), respectively. For purposes of this Section 4(b), the plan documents governing such deferrals; (b) term "Good Reason" shall mean a material and substantial reduction in the Company shallEmployee's responsibilities and duties hereunder, promptly upon submission which reduction was not preapproved in writing by the Employee of supporting documentation, pay or reimburse to employee. If the Employee any costs and expenses (including moving and relocation expensesterminates under this Section 7(b) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminatedother than for Good Reason, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, then the Company shall only be obligated to pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after Base Salary due him through the Termination Datedate of termination; (ii) any amount reimbursable or paid in one tax year shall not affect the amount accrued and unpaid expense reimbursement pursuant to be reimbursed or paid in another tax year; Section 6 hereof, and (iii) if Employee is reimbursed for any expenses hereunderTransaction Bonus, he must provide provided the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made transaction in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay question formally closed prior to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date date of Termination) for 12 months after the Date of Terminationtermination.

Without Cause. If Employer may terminate Executive’s employment under this Amended Agreement without cause and without advance notice; provided, however, that Employer will pay (unless subparagraph 5(d) of this Agreement applies, in which case the provisions therein shall be terminated by govern), no later than fourteen (14) days from the Company Without Causetermination date in a lump sum: (ai) (i) his salary through the Company shall pay date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:reimbursement under Employer’s then current policy on business expenses. (1ii) if not theretofore paid, severance pay of twelve (12) months’ worth of Executive’s salary at the Employee’s Base Salary (as rate in effect on the Date termination date. (iii) the amount equal to to the cost of Terminationtwelve (12) through months’ medical insurance premiums at a monthly amount equal to the Date amount of TerminationCOBRA coverage in effect as of the termination date; and (2iv) an additional tax gross up payment in an amount necessary so that the case of compensation previously deferred amount received by Executive to cover COBRA premiums under Section 5(c)(iii) after all applicable witholding tax is deducted (using applicable supplemental wage witholding rates) is the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which full amount Executive would have been payable received under Section 4.5 of this Amended Agreement 5(c)(iii) if the Employee’s employment had not terminatedno tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, to be paid Executive will have no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect rights to any unvested benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income compensation. Executive shall only be paid if entitled to such expenses are incurred during severance pay if, within thirty (30) days following the 2 year period after date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the Termination Date; (ii) any amount reimbursable or paid in one tax year other party from claims relating directly to Executive’s employment and the termination thereof, and shall not affect require Executive to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder of the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitCompany. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement The Company may also terminate the Executive's employment without Cause at any time upon not less than thirty (30) days' prior written notice to the Executive; provided, however, that in the event that such notice is given, the Executive shall be terminated by under no obligation to render any additional services to the Company Without Cause: (a) and shall be allowed to seek other employment. Upon the Executive's termination in accordance with the preceding sentence, the Company shall pay to the Employee, in Executive a single lump sum in cash cash, within 30 10 days after following the Date date of Terminationthe Executive's termination, unless another date is mutually agreed upon by the parties, equal to the aggregate amount of (i) unpaid salary, accrued but unpaid annual bonus and benefits (then owed, or accrued and owed in the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Terminationfuture) through the Date date of Terminationtermination, (ii) three times the Executive's base salary in effect immediately prior to such termination and three times Executive's annual target bonus, calculated as though the Executive had attained 100% of the target for the applicable year during which the termination occurs; and and (2iii) in the case of compensation previously deferred all unreimbursed expenses incurred by the EmployeeExecutive pursuant to Section 5, and the Executive shall be fully vested in all outstanding long-term incentive awards (whether based in equity or cash, and specifically including, but not limited to, stock options and restricted stock) then held by the Executive. In addition, all amounts health, life insurance, long-term disability, dental, and medical programs specified in Section 7, and all perquisites described in Section 8, shall continue for a period of such compensation previously deferred and not yet paid by three years commencing on the Executive's date of termination (the "Severance Term"); provided, however, that the Company shall in no event be paid in accordance with required to provide any coverage after such time as the plan documents governing Executive becomes entitled to receive benefits of the same type from another employer or recipient of the Executive's services (and provided, further, that such deferrals; (b) entitlement shall be determined without regard to any individual waivers or other similar arrangements). At the Company shallconclusion of the Severance Term, promptly upon submission by the Employee of supporting documentation, pay or reimburse Executive shall be entitled to receive all accrued benefits then owed and any benefits pursuant to the Employee any costs Company's plan or program which are accrued and expenses owed in the future. In addition, if a termination described in this Section 9(a)(2) occurs (including moving and relocation expensesA) paid or incurred by within the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 1218-month period commencing on the Date date of Terminationa Change of Control (as defined below), or (B) prior to a Change of Control and such termination was at the request of a third party who had memorialized an intention or taken steps reasonably calculated to effect a Change of Control or was otherwise in anticipation of a Change of Control, the Company Executive shall pay receive the Company portion payments and benefits described in this Section 9(a)(2), plus clear title, free of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c)liens, to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), car provided to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Executive pursuant to Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit8 herein. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by the Company Without Cause: (a) 6.2.1 the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1i) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and; (2ii) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals;Company; and (biii) an amount equal to the Annual Bonus that would have been payable to Employee for the calendar year of Employee's termination if this Agreement had not been terminated based upon the annualized Net Income as of the Date of Termination, less any payroll or withholding deductions required by law. 6.2.2 the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee prior to the Date of Termination which would have been payable under Section 4.5 of this Amended Agreement 4.6 hereof if the Employee’s 's employment had not terminated, to be paid no later than 21/2 ; 6.2.3 for a period of 6 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s 's family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 4.5 hereof if the Employee’s 's employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit.and (d) 6.2.4 the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date for a period of Termination) for 12 6 months after the Date of TerminationTermination less any payroll or withholding deductions required by law.

Without Cause. If this Amended Agreement At any time during the Employment Period, TIMCO shall have the right to terminate the Employment Period and to discharge the Employee without cause effective upon delivery of written notice to the Employee. Upon any such termination by TIMCO without Cause, and provided that Employee is otherwise in compliance with the provisions of Sections 6 and 7 hereof, the Employee shall be terminated by entitled to receive the Company Without Cause: following: (ai) the Company TIMCO shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate Employee all of the following amounts: Employee’s accrued but unpaid Salary and vacation pay through the date of termination, (1ii) if not theretofore paidTIMCO shall continue to pay the Employee his Salary payable in accordance with Section 2(a) for two (2) years from the date of termination, when and as the same would have been due and payable hereunder but for such termination, (iii) all health benefits in which Employee was entitled to participate at any time during the 12-month period prior to the date of termination, until the earliest to occur of the second anniversary of the date of termination, the Employee’s Base Salary death, or the date on which the Employee becomes covered by a comparable health benefit plan by a subsequent employer; provided, however, that in the event that Employee’s continued participation in any health benefit plan of the Company is prohibited, the Company will arrange to provide Employee with benefits substantially similar to those which Employee would have been entitled to receive under such plan for such period on a basis which provides Employee with no additional after tax cost, (as in effect on iv) all stock option grants, or other stock grants issued during the Date term of Termination) through this Agreement, will immediately vest and such options will remain exercisable for the Date lesser of Termination; and the unexpired term of the option without regard to the termination of Employee’s employment or two (2) years from the date of termination of employment and (v) all long term incentive cash grants and bonuses provided to the Employee shall immediately vest as if all targets and conditions had been met and shall be paid by TIMCO to the Employee at such times as TIMCO would have been required to make such payments if this Agreement had remained in effect, provided, however, that in the case of compensation previously deferred by incentives partially or completely contingent on the Employeeproviding of service for a specific period of time, all amounts of such compensation previously deferred and not yet the total amount to be paid by the Company TIMCO shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse equal to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred maximum amount payable if all conditions were met, multiplied by a fraction, the Employee numerator of which is the period of service that would have been payable under Section 4.5 of this Amended Agreement served if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end terminated as of the calendar last day of the fiscal year in which such expenses were incurred; and his employment was terminated, and the denominator of which is the total period of time specified as a condition to the incentive (c) for collectively, the 12-month period commencing on foregoing consideration payable to the Date of TerminationEmployee shall be referred to herein as the “Severance Payment”). Other than the Severance Payment, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits have no further obligation to the Employee and/or except for the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits obligations set forth in Section 12 of this subsection (c), to Agreement after the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost date of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefittermination. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. This Agreement may be terminated pursuant to the terms of Section 2 or on thirty (30) days written notice (the thirtieth day following such notice being herein sometimes called the “Termination Date”) by the Company without cause, subject to the following provision. If this Amended Agreement shall be the Employee’s employment is terminated by the Company Without without Cause: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly or upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured planDisability, the Employee shall pay receive an amount (the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), “Severance Amount”) equal to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission sum of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employeeone year’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination DateBase Compensation; plus (ii) any amount reimbursable or paid one year’s target bonus which Employee would have been entitled to receive for achieving budget for the year in one tax year shall not affect the amount to be reimbursed or paid in another tax yearwhich Employee’s employment was terminated; plus (iii) if Employee is reimbursed continuation of medical and dental insurance for any expenses hereunder, he must provide one year at the Company with reasonable documentation expense of such expensesCompany; plus (iv) payments for such expenses will full vesting of any outstanding stock options and the lapsing of any restrictions over any restricted shares owned by the Employee. The cash portion of the Severance Amount shall be made in cash paid to the Employee as promptly as practicable after the expenses are incurred but date of termination and in no event later than ten (10) days after termination. Notwithstanding any other provision of this Agreement, payment of the end Severance Amount and any other benefits hereunder is expressly contingent upon the Employee executing the Company’s standard form of Employee’s taxable year following release, which includes, among other provisions, a covenant by the tax year Employee not to ▇▇▇ and a waiver and release of all further potential claims against the Company and its subsidiaries and their respective officers and directors. Payment of the Severance Amount shall be in which lieu of all other financial obligations of the expenses are incurred; Company to the Employee and (v) all other benefits in this Agreement shall cease as of the payments under this paragraph candate of termination. The Employee shall have no obligation to seek other employment or otherwise mitigate damages hereunder. For the avoidance of doubt, it is understood that the Company will pay all amounts owed to Employee prior to the date of termination, including incentive compensation earned up through the date of termination in the same manner as all other plan participants. Notwithstanding anything in the incentive compensation plan, Employee need not be substituted employed at the date the incentive payments are made to be eligible for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.this payment

Without Cause. If this Amended Agreement shall be terminated by During the Term, the Company Without Cause:may terminate the Executive’s employment with the Company at any time without Cause upon thirty (30) days’ prior written notice; provided, however, that during such notice period, the Board, in its sole discretion, may relieve the Executive of all of his duties, responsibilities and authority with respect to the Company and may restrict Executive’s access to Company property; provided, further, that the Board’s exercise of such discretion shall not constitute Good Reason (as defined below). Upon such a termination of employment, the Company shall (ai) provide the Company shall pay to the Employee, Executive with those benefits described in a lump sum in cash within 30 days after the Date clauses (i) and (ii) of Termination, the aggregate of the following amounts:Section 6(a); (1ii) if not theretofore paid, continue providing the Employee’s Executive with Base Salary (as in effect on for a period of [SEVERANCE PERIOD] months following the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts date of such compensation previously deferred and not yet paid by termination of employment (the Company shall “Severance Period”), with such Base Salary to be paid in accordance with the plan documents governing Company’s regular payroll practice as if no such deferrals; termination of employment had occurred; provided, however, that the Executive’s right to receive the payments set forth in this clause (bii) of Section 6(c) shall be conditioned on the Company shallExecutive’s continued compliance with Sections 8 and 9 hereof and such payments shall not begin until the Executive signs and does not subsequently revoke a release of claims within sixty (60) days following such termination of employment, promptly upon submission by in substantially the Employee of supporting documentationform attached hereto as Exhibit A; provided, pay or reimburse to the Employee further, that if such sixty (60) day period spans two calendar years, any costs and expenses (including moving and relocation expensespayment set forth in this Section 6(c)(ii) paid or incurred by the Employee which that, but for this proviso, would have been payable under Section 4.5 of this Amended Agreement if paid prior to the EmployeeCompany’s employment had first payroll date in such second calendar year, shall not terminated, to be paid no later than 21/2 months after until such payroll date (but only to the end extent required to comply with Section 409A of the calendar year in which such expenses were incurredInternal Revenue Code of 1986, as amended (the “Code”)); and (ciii) for during the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, reimburse the Executive and the Executive’s eligible dependents for their COBRA premiums less any premiums and shall otherwise continue benefits amounts that the Executive would have been required to contribute for coverage under the Employee and/or Company’s health plans had the Employee’s family Executive remained employed by the Company, with such reimbursement to occur in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits procedures set forth in this subsection Section 4(e); provided, however, that if, at any time during the Severance Period, the Executive and the Executive’s eligible dependents cease to be eligible for COBRA coverage (cexcept as a result of Executive’s becoming eligible for coverage under the medical plans of a subsequent employer), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums Executive all reasonable premium costs incurred by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible Executive to elect continuation of provide private health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), Executive and the Executive’s eligible dependents that is substantially equivalent to the extent health insurance by which the Executive and the Executive’s eligible dependents were covered on the date of the Executive’s termination less any amounts that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums Executive would have been required to contribute for such coverage and had the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and Executive remained employed by the Company’s payment , until the earlier of such reimbursements or any other benefits under this Section 6.3(c(x) shall be subject to the following: termination of the Severance Period and (iy) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in date on which the expenses are incurred; and (v) Executive becomes eligible for coverage under the payments under this paragraph cannot be substituted for another benefitmedical plans of a subsequent employer. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement The Company may terminate ▇▇. ▇▇▇▇▇▇▇'▇ employment Without Cause (as defined below) by giving him ninety days' prior written notice thereof, in which event — 8.1.1. The Company shall be terminated continue to pay him his Base Payroll Salary then in effect through December 31, 2010 or for twelve full calendar months, whichever period is longer (the "Severance Period;") 8.1.2. During the Severance Period, the Company shall continue to cover ▇▇. ▇▇▇▇▇▇▇ under the medical and dental plans sponsored by the Company Without Cause: for its employees with the same coverage he had immediately prior to the termination of his employment, provided that ▇▇. ▇▇▇▇▇▇▇ remits to the Company on a timely basis an amount equal to the applicable monthly COBRA premium (aless the COBRA administrative surcharge) for such continued coverage; and the Company shall pay to the Employee, in a lump sum in cash reimburse ▇▇. ▇▇▇▇▇▇▇ for any medical premium expenses incurred by him hereunder within 30 thirty days after the Date date of Terminationhis payment thereof. To the extent that any medical or dental expense or in-kind benefits provided for under this Section 8.1.2 are taxable to ▇▇. ▇▇▇▇▇▇▇ in a given year, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of any such compensation previously deferred and not yet paid expense shall be reimbursed to ▇▇. ▇▇▇▇▇▇▇ by the Company within thirty days of such expense being incurred by him, and any expenses reimbursed or in-kind benefits provided hereunder shall be paid not affect the expenses eligible for reimbursement or in-kind benefits provided in accordance with any other year. 8.1.3. The Company shall pay ▇▇. ▇▇▇▇▇▇▇ in the plan documents governing such deferrals; (b) manner and at the time set forth in Exhibit A, a portion of any Base Deferred Salary and of any Incentive Bonus that he would have earned had he remained an employee of the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after through the end of the calendar year in which his employment terminated, such expenses were incurredportion to be based on the number of days during such year that he was an employee of the Company; and (c) for the 12-month period commencing on the Date of Termination, the 8.1.4. The Company shall pay the Company portion of permit him to purchase any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments maintained by the Company shall be made so as for its own benefit on his life at its then cash surrender value. The foregoing severance benefits are the only benefits and payments to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits which ▇▇. ▇▇▇▇▇▇▇ is entitled that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion arise out of the cost termination of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable employment under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit8.1. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall The employment of the Employee may be terminated without Cause at any time by the Company Without Cause: on delivery to the Employee of a written Notice of Termination (as defined in Section 9.1). In the event of such a termination without Cause pursuant to this Section 7.2 that constitutes Employee’s Separation From Service (as defined in Section 9.3), then on the Date of Termination (as defined in Section 9.2) pursuant to this Section 7.2, the Company shall, in lieu of any payments under Section 4.1 and 4.2 for the remainder of the Term, pay to the Employee an amount equal to the lesser of: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary for a period of one (1) year from the date of termination, and (b) the Employee’s Base Salary for the remainder of the Term. In addition, the Employee shall be entitled to the pro-rated target Bonus available to the Employee under Section 4.2 for the year in which the termination occurs, taking into account the bonus categories and weighting under the Company’s bonus plan and the Company’s and Employee’s achievement thereunder as in effect on of the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid . Such payment by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if and not as a lump sum payment. In addition, the Company will pay as incurred the Employee’s employment had not been terminated. With respect expenses, up to benefits set forth in this subsection Fifteen Thousand Dollars (c$15,000), associated with career counseling and resume development. The Company shall also pay to the extent possible, all insurance premium and/or benefit payments by Employee an amount equal to the Company shall be made so as to be exempt from Code Section 409A, and for Company’s portion (but not the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion Employee’s portion) of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the medical, dental and other health plan insurance for Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, spouse and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during children at the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as rate in effect on the Date of TerminationTermination for a period of one (1) for 12 months after year from the Date of Termination. In addition, on termination of the Employee under this Section 7.2, all of the Employee’s outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The exercisability of any such options and rights shall be extended to the earlier of (A) the expiration of the term of such options and rights or (B) the first (1st) anniversary of the Date of Termination. The Employee acknowledges that extending the exercisability of any incentive stock options pursuant to this Section 7.2 or Sections 7.3 or 7.4 below, could cause such option to lose its tax-qualified status if it is an incentive stock option under the Internal Revenue Code of 1986, as amended (the “Code”) and agrees that the Company shall have no obligation to compensate the Employee for any additional taxes he incurs as a result.

Without Cause. If The Company may terminate this Amended Agreement shall be terminated by without Cause effective immediately upon notice to Employee. In the event the Company Without terminates this Agreement without Cause: (a) , the Company shall pay to Employee in addition to the amounts under the first sentence of Subsection B(i) above, a cash payment equal to two times the sum of: (i) Employee’s then current annual Base Salary, as adjusted for any increase thereto and (ii) an amount equal to the bonus paid to Employee for the prior year (provided that, if no incentive bonus was paid in a lump sum in cash within 30 days after the Date of Termination, prior year the aggregate amount shall be 50% of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (“target amount” as in effect on the Date of Termination) through the Date of Termination; and (2) defined in the case of compensation previously deferred by Company’s Incentive Compensation Plan for the Employee, all year in which notice is given). Any amounts of such compensation previously deferred and not yet paid by the Company payable under this subparagraph shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee equal monthly installments over a period of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid 24 months commencing no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and sixty (c60) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the days following Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c)Termination Date, to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to applicable withholdings and shall be subject to Employee signing a Release (as defined below) on or before the following: sixtieth (i60th) day following Employee’s Termination Date and all amounts revocation periods applicable to such Release having expired on or prior to the sixtieth (60th) day following Employee’s Termination Date. Such payments will commence within sixty (60) days following Executive’s termination, with the exact commencement of payments to be paid under determined in the sole discretion of the Company, provided that if such sixty (60) day period commences in one calendar year and ends in the next, the payments will commence in the second calendar year with the first payment to include all payment that would have otherwise been made but for the provisions of this paragraph sentence. For the avoidance of doubt, Employee shall not be entitled to any severance and bonus payments if the Employee has not signed the Release, and if all revocation period applicable to the Release have not expired on or prior to the sixtieth (60th) day following Employee’s Termination Date. In addition, the severance and bonus payments outlined in this Section are contingent on Employee fully complying with the terms of the Confidentiality and Noncompetition Agreement signed contemporaneously herewith. If Employee fails to so comply, Employee agrees that the Company has the right to cease making the payments described in this Section and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) is entitled to recover from Employee any payments for such expenses will be it has already made in cash promptly after the expenses are incurred but in no event later than the end of to Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d5. The first paragraph of Section 3(B)(iii) of the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (Agreement is hereby amended as in effect on the Date of Termination) for 12 months after the Date of Termination.follows:

Without Cause. If this Amended Agreement shall be terminated by During the Term, the Company Without Cause:may terminate the Executive’s employment with the Company at any time without Cause upon thirty (30) days’ prior written notice; provided, however, that during such notice period, the Board, in its sole discretion, may relieve the Executive of all of his duties, responsibilities and authority with respect to the Company and may restrict Executive’s access to Company property; provided, further, that the Board’s exercise of such discretion shall not constitute Good Reason (as defined below). Upon such a termination of employment, the Company shall (ai) provide the Executive with those benefits described in clauses (i) and (ii) of Section 6(a); (ii) pay the Executive any earned but unpaid annual bonus for the year immediately preceding the year of termination at the time the Company shall pay pays bonuses with respect to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:such year to its executives generally; (1iii) if not theretofore paid, continue providing the Employee’s Executive with Base Salary (as in effect on for a period of 12 months following the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts date of such compensation previously deferred and not yet paid by termination of employment (the Company shall “Severance Period”), with such Base Salary to be paid in accordance with the plan documents governing Company’s regular payroll practice as if no such deferralstermination of employment had occurred; provided, however, that the Executive’s right to receive the payments set forth in this clause (iii) of Section 6(c) shall be conditioned on the Executive’s continued compliance with Sections 8 and 9 hereof and such payments shall not begin until the Executive signs and does not subsequently revoke a release of claims within sixty (60) days following such termination of employment, in substantially the form attached hereto as Exhibit A; provided, further, that if such sixty (60) day period spans two calendar years, any payment set forth in this Section 6(c)(iii) that, but for this proviso, would have been paid prior to the Company’s first payroll date in such second calendar year, shall not be paid until such payroll date (but only to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)); (biv) during the Company shallportion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, promptly upon submission by reimburse the Employee of supporting documentation, pay or reimburse to Executive and the Employee Executive’s eligible dependents for their COBRA premiums less any costs and expenses (including moving and relocation expenses) paid or incurred by amounts that the Employee which Executive would have been payable required to contribute for coverage under Section 4.5 of this Amended Agreement if the EmployeeCompany’s employment health plans had not terminatedthe Executive remained employed by the Company, with such reimbursement to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family occur in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits procedures set forth in this subsection Section 4(e); provided, however, that if, at any time during the Severance Period, the Executive and the Executive’s eligible dependents cease to be eligible for COBRA coverage (cexcept as a result of Executive’s becoming eligible for coverage under the medical plans of a subsequent employer), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums Executive all reasonable premium costs incurred by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible Executive to elect continuation of provide private health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), Executive and the Executive’s eligible dependents that is substantially equivalent to the extent health insurance by which the Executive and the Executive’s eligible dependents were covered on the date of the Executive’s termination less any amounts that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums Executive would have been required to contribute for such coverage had the Executive remained employed by the Company, until the earlier of (x) the termination of the Severance Period and (y) the Company shall promptly reimburse date on which the Employee upon Employee’s submission Executive becomes eligible for coverage under the medical plans of reasonable documentation of such premiums, a subsequent employer; and (v) provide any stock-based compensation due to the Executive pursuant to any written agreement between the Executive and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Terminationterms and conditions set forth therein.

Without Cause. If this Amended Agreement shall be terminated by During the Term, the Company Without Causemay terminate the Executive’s employment with the Company at any time without Cause upon thirty (30) days’ prior written notice; provided, however, that during such notice period, the Board, in its sole discretion, may relieve the Executive of all of her duties, responsibilities and authority with respect to the Company and may restrict Executive’s access to Company property; provided, further, that the Board’s exercise of such discretion shall not constitute Good Reason (as defined below). Upon such a termination of employment, the Company shall: (ai) provide the Executive with those benefits described in clauses (i) and (ii) of Section 6(a); (ii) pay the Executive any earned but unpaid annual bonus for the year immediately preceding the year of termination at the time the Company shall pay pays bonuses with respect to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:such year to its executives generally; (1iii) if not theretofore paid, continue providing the Employee’s Executive with Base Salary (as in effect on for a period of 12 months following the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts date of such compensation previously deferred and not yet paid by termination of employment (the Company shall “Severance Period”), with such Base Salary to be paid in accordance with the plan documents governing Company’s regular payroll practice as if no such deferralstermination of employment had occurred; provided, however, that the Executive’s right to receive the payments set forth in this clause (iii) of Section 6(c) shall be conditioned on the Executive’s continued compliance with Sections 8 and 9 hereof and such payments shall not begin until the Executive signs and does not subsequently revoke a Separation Agreement and General Release within sixty (60) days following such termination of employment, in substantially the form attached hereto as Exhibit B; provided, further, that if such sixty (60) day period spans two calendar years, any payment set forth in this Section 6(c)(iii) that, but for this proviso, would have been paid prior to the Company’s first payroll date in such second calendar year, shall not be paid until such payroll date (but only to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)); (biv) during the Severance Period the Company shall, promptly upon submission by shall provide Executive with a monthly benefit stipend payment in the Employee of supporting documentation, pay or reimburse gross amount equal to the Employee any costs one-hundred and expenses two percent (including moving 102%) of the monthly premium of the Company’s plans for continuation of Executive’s medical, dental, vision and relocation expenses) paid or incurred by prescription coverage on the Employee which would have been payable under Section 4.5 plans of this Amended Agreement if the EmployeeExecutive’s employment had not terminated, choice with such payments to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal regular payroll practices at least equal practice on or about the 15th calendar day of each calendar month during the Severance Period; provided, however, that the Executive’s right to those which would have been provided to them under Section 4.4 if receive the Employee’s employment had not been terminated. With respect to benefits payments set forth in this subsection clause (c)iv) of Section 6(c) shall be conditioned on the Executive’s continued compliance with Sections 8 and 9 hereof and such payments shall not begin until the Executive signs and does not subsequently revoke a Separation Agreement and General Release within sixty (60) days following such termination of employment, in substantially the form attached hereto as Exhibit B; provided, further, that if such sixty (60) day period spans two calendar years, any payment set forth in this Section 6(c)(iv) that, but for this proviso, would have been paid prior to the Company’s first payroll date in such second calendar year, shall not be paid until such payroll date (but only to the extent possiblerequired to comply with Section 409A of the Internal Revenue Code of 1986, all insurance premium and/or benefit payments by as amended (the Company shall be made so as “Code”)). (v) provide any stock-based compensation due to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect Executive pursuant to any benefits that are for medical, dental or vision expenses under a self-insured plan, written agreement between the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, Executive and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Terminationterms and conditions set forth therein.

Without Cause. If this Amended Agreement shall be terminated (i) The Company, at its option, may terminate the Employment Period without Cause at any time. (ii) Upon termination of the Employment Period by the Company Without without Cause: , (a1) the Company will pay the Executive’s then current Base Salary (but not any bonus) for the Post-Employment Restriction Period, provided, that no payment of Base Salary shall pay be due and payable to Executive during the Post-Employment Restriction Period if such payment would give rise to adverse tax consequences to Executive under Section 409A of the Code, and all such payments that would otherwise be payable during the Post-Employment Restriction Period shall become due and payable as soon as practicable after the date on which no such adverse tax consequences under Section 409A of the Code would be suffered by Executive, (2) the Company will provide the Executive with continued participation at the Company’s expense in the health benefit plan or programs maintained by the Company for the Post-Employment Restriction Period (which may at the Company’s election be pursuant to reimbursement of the applicable COBRA premium), provided that if the Executive secures employment during the Post-Employment Restriction Period and is eligible for coverage from the Executive’s new employer, such participation will terminate, and (3) with respect to any outstanding Equity Based Compensation granted by the Company to the EmployeeExecutive, in a lump sum in cash within vesting will cease on all unvested Equity Based Compensation as of the termination date, all unvested Equity Based Compensation will be forfeited on the termination date and all vested options and other Equity Based Compensation (with features similar to exercise) will be exercisable for 30 days after the Date of Termination, the aggregate of the following amounts: (1) termination date and will be forfeited if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred exercised by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitdate. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. Either party may terminate this Agreement immediately without cause by giving written notice to the other. If this Amended Agreement shall be terminated by the Company Without Cause:terminates under this Section 7(b): (ai) The Company shall pay the Employee all amounts owed through the date of termination; (ii) In lieu of any further salary and bonus payments or other payments due to the Employee for periods subsequent to the date of termination, under this Agreement or otherwise, the Company shall pay pay, as severance to the Employee, subject to the Employee executing and delivering to the Company a release of the Company and its affiliates from all known or unknown claims at the date of such termination based upon or arising out of this Agreement or the termination, in form reasonably acceptable to the Employee, the sum of: (A) An amount equal to the product of the Employee’s minimum base annual salary in effect as of the date of termination multiplied by the number three, plus (B) An amount equal to a pro rata portion of the bonus for the year in which the termination occurs, as provided in Section 4(e) (based on an annualized calculation as of the date of termination), which sum shall be made in a single lump sum in cash accordance with its normal payroll procedures within five days following the date of termination; (iii) All options granted to the Employee which had not vested as of the date of such termination shall vest concurrently with such termination, and, notwithstanding the terms of any option agreements, Employee may exercise any vested options, including by reason of acceleration, for a period after such termination which is the greater of what is provided in the respective option agreement, or 30 days days; (iv) All restricted stock awards, restricted stock unit awards, and other forms of equity compensation awards granted to the Employee, which had not vested as of the date of such termination, shall vest concurrently with such termination; (v) All Restricted Shares provided for in Amendment No. 3 to this Agreement to be granted after the Date date of Terminationsuch termination shall, if the aggregate Company is a reporting company under the Securities Exchange Act of 1934, as amended (the following amounts:“Exchange Act”), at the time of termination, be granted on the date of such termination; provided, however, if, in doing so, such grant shall exceed the limitations imposed under the Company Equity Plans, such excess shall be spread back to Dates of Grant within the period from the date of such Amendment No. 3 through the date of such termination in a manner that would result in the maximum number of Restricted Shares permitted to be granted to Employee under the Company Equity Plans during such period, and shall vest concurrently with such termination; (1vi) All Restricted Shares provided for in Amendment No. 3 to this Agreement to be granted after the date of such termination shall, if the Company is not theretofore paida reporting company under the Exchange Act at the time of termination, the Employee’s Base Salary (as in effect be granted on the Date date of Termination) through such termination either under a Company Equity Plan, or, if for some reason such Restricted Shares cannot be so granted, otherwise outside a Company Equity Plan as necessary to effect the Date of Terminationgrant, by the Company, and shall vest concurrently with such termination; and (2vii) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the The Company shall be paid maintain in accordance with full force and effect for the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by continued benefit of the Employee during the period commencing on the date of supporting documentation, pay or reimburse to termination and ending on the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by December 31 of the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of second calendar year following the calendar year in which such expenses were incurred; and the termination occurred, all employee benefit plans (c) except for the 12-month period commencing on company’s stock incentive plans) and programs in which the Date Employee was entitled to participate immediately prior to the date of Terminationtermination, provided that the Employee’s continued participation is not prohibited under the general terms and provisions of such plans and programs, but, if prohibited, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with shall, at the Company’s normal payroll practices at least equal to expense, arrange for substantially equivalent benefits; provided, however, that there shall only be included, and Employee shall only be entitled to, those which would have been provided to them benefit plans or programs that are exempt from the term “nonqualified deferred compensation plan” under Section 4.4 if 409A of the Employee’s Code. If the Employee voluntarily terminates his employment had not been terminated. With respect to benefits set forth in with the Company under this subsection (cSection 7(b), to the extent possible, all insurance premium and/or benefit payments by then the Company shall be made so as to be exempt from Code Section 409Anot pay him any separation or severance pay or other benefit in connection with his termination, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income but shall only be paid if such expenses are incurred during obligated to pay the 2 year period after Employee any unpaid portion of his base salary that he earned for services he performed through his date of termination. Notwithstanding any other provision in this Agreement, under no circumstances, will the Termination Date; (ii) Employee be permitted to exercise any amount reimbursable discretion to modify the vesting of an award or paid the amount, timing or form of payment described in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitSection 7. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.”

Without Cause. If At any time during the Term, USG&E shall have the right to terminate this Amended Agreement and to discharge Employee without Cause, such termination to be effective upon delivery of written notice of termination to Employee. Upon any such termination by USG&E without Cause, and provided that Employee is otherwise in compliance with the provisions of Sections 4 and 5 below, Employee shall be terminated by the Company Without Causeentitled to receive: (ai) his Salary, plus any accrued but unpaid Bonus, through the Company shall pay date of termination; plus (ii) for each month remaining in the Term, an amount equal to the Employeemonthly portion of his Salary, in a lump sum in cash within 30 days after when and as the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which same would have been due and payable under Section 4.5 of this Amended Agreement if hereunder but for such termination; plus (iii) any Bonus that is earned during the Employee’s employment had not terminatedyear in which the termination occurs, to be paid no later than 21/2 months after when and if USG&E meets the end bonus targets previously established for that particular year; plus (iv) continuing coverage for health, disability, dental or life insurance from USG&E's then existing fringe benefit programs for the remaining term of the calendar year in Agreement; provided, however, that USG&E's obligation shall end on the date on which such expenses were incurredthe Employee becomes covered by comparable benefits by a subsequent employer; andplus (cv) for all stock option grants, restricted stock grants or other equity grants issued during the 12-month period commencing on the Date term of Terminationthis Agreement, the Company shall pay the Company portion of any premiums will immediately vest and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), such securities to the extent possiblethey are options to purchase equity of the Company, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and will remain exercisable for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion lesser of the cost of such premiums by the 15th day unexpired term of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), option without regard to the extent that such amounts are taxable and not otherwise exempt termination of Employee's employment or two (2) years from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission date of reasonable documentation termination of such premiums, and the Company’s employment. Upon payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year hereunder, USG&E shall not affect the amount have any further obligations to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. Either party may terminate this Agreement immediately without cause by giving written notice to the other. If this Amended Agreement shall be terminated by the Company Without Cause: (a) the Company terminates under this Section 7(b), then it shall pay to the Employee an amount equal to the product of (i) the Employee's minimum annual base salary in effect as of the date of termination, plus the greater of either (x) the highest bonus paid for any year during which this Agreement was in effect, or (y) Employee's minimum base salary in effect as of the date of termination ("Base Year Bonus"), times (ii) the number of years (including partial years) remaining in the Term or the number 2 (two), whichever is greater. The Company shall make such payment in a lump sum in cash within 30 days after on or before the Date fifth day following the date of Terminationtermination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (or as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred otherwise directed by the Employee. In addition, all amounts options granted to the Employee which had not vested as of the date of termination hereunder shall vest immediately and the Company shall maintain in full force and effect for the continued benefit of the Employee for the number of years (including partial years) remaining in the Term, all employee benefit plans and programs in which the Employee was entitled to participate immediately prior to the date of termination, provided that the Employee's continued participation is possible under the general terms and provisions of such compensation previously deferred plans and not yet paid by programs. In the event that the Employee's participation in any such plan or program is prohibited, the Company shall, at its expense, arrange to provide the Employee with benefits substantially similar to those which the Employee would otherwise have been entitled to receive under such plans and programs for which his continued participation is prohibited. If the Employee terminates under this Section 7(b), then the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by obligated to pay the Employee the minimum annual base salary due him through the date of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefittermination. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by (i) The Company may terminate the Company Without Cause: (a) the Company shall pay Executive’s employment hereunder without Cause at any time upon written notice to the EmployeeExecutive. Upon such termination, the Executive shall, in a lump sum in cash within 30 days after addition to the Date of TerminationAccrued Termination Obligations, have the aggregate right to receive from the Company, for eighteen (18) months, (A) continued payment of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as at the rate in effect on the Date date of Terminationtermination in accordance with the Payroll Policies (all such payments, collectively, the “Severance Payments”) through and (B) reimbursement from the Date of Termination; and Company for the premiums the Executive pays for any continued medical and dental coverage for the Executive and the Executive’s eligible dependents under the Company’s group health plans for eighteen (218) in months following the case of compensation previously deferred by the Employee, all amounts date of such compensation previously deferred and not yet paid by termination as provided in Section 7(j); provided, however, that the Company shall be entitled to amend or terminate any plans which are applicable generally to the Company’s senior executives, officers or other employees. Notwithstanding the foregoing, if the Executive accepts other employment, the Company’s obligation under Section 7(j) to reimburse the Executive for the premiums paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentationExecutive for COBRA Coverage (as that term is defined below in Section 7(j)) shall immediately cease upon Executive’s becoming eligible to participate in comparable medical and dental coverage pursuant to such other employer’s plans, pay or reimburse subject to his right to continue coverage at the Executive’s own expense to the extent required under COBRA. If the Executive is not a Specified Employee any costs as of the date of termination and expenses (including moving the Executive has timely signed and relocation expenses) paid or incurred delivered to the Company, by the Employee deadline established by the Company, a Release, which would have been payable under Section 4.5 of this Amended Agreement if has become irrevocable by the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Terminationtime set forth below, the Company shall pay the Company portion of any premiums and shall otherwise continue Executive the cash severance benefits to the Employee and/or the Employee’s family described in clause (A) in accordance with the Payroll Policies commencing on the first payroll date under the Payroll Policies that coincides with or immediately follows the date that is sixty (60) days following the date of the Executive’s Separation From Service. The Executive will not be permitted to specify the year in which his payment will be made. If the 60-day period spans two taxable years of the Executive, the cash severance benefits will begin to be paid in the later of such taxable years. In the event that the Company is described in Section 409A(a)(2)(B)(i) of the Code and the Executive is a Specified Employee and the Executive has timely signed and delivered to the Company, by the deadline established by the Company, a Release, which has by that time become irrevocable, the Company shall pay the Executive the cash severance benefits described in clause (A) in accordance with the Payroll Policies; provided, however, that the payments for the first six (6) months, to the extent (if any) such payments are subject to Section 409A, shall be accumulated and paid to the Executive on the date that is six (6) months and one day following the date of the Executive’s Separation From Service to the extent that earlier payment would result in adverse tax consequences under Section 409A. Whether the Executive is or is not a Specified Employee, the Executive will not be paid the cash severance benefits described in clause (A) or entitled to the benefits described in clause (B) (subject to the Executive’s rights under COBRA) and the Executive shall forfeit any right to such payments and benefits, unless (i) the Executive has signed and delivered to the Company the Release and (ii) the period for revoking the Release shall have expired (in the case of both clauses (i) and (ii)) prior to the date that is sixty (60) days following the date of the Executive’s Separation From Service. Further, in the event that the Executive’s employment is terminated under this Section 7(d), subject to the delivery to the Company of a signed Release that is not subsequently revoked, all unvested equity awards shall be permitted to continue to vest, if at all, in accordance with the terms of the applicable grant agreements during a period of six (6) months following the Executive’s termination date as though the Executive remained an employee for such period and, at the end of such 6-month period, all equity awards that remain unvested shall be immediately forfeited. (ii) In the event that the Executive’s employment is terminated under this Section 7(d) within one (1) year after the effective date of a Covered Transaction (as defined in the Company’s normal payroll practices at least equal 2011 Omnibus Incentive Plan), (A) the Executive shall, in addition to those which would the Accrued Termination Obligations, have been the right to receive from the Company the same Severance Payments and benefits described above in this Section 7(d) provided that the salary continuation and COBRA premium reimbursements shall extend by six (6) months to them under Section 4.4 if a period of twenty-four (24) months and (B) all outstanding unvested equity awards issued to the Employee’s employment had not been terminatedExecutive shall accelerate and vest in full as of the termination date. With respect to benefits The remaining terms and conditions set forth in this subsection (cSection 7(d), including the provisions of Section 7(d) relating to the extent possiblerequirement of a Release, all insurance premium and/or benefit payments shall apply as written. (iii) It is further acknowledged and agreed by the Company shall be made so as parties that the actual damages to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding Executive in the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion event of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable termination under this Section 6.3(c)7(d) would be difficult if not impossible to ascertain, to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409Aand, therefore, the Employee salary and benefit continuation provisions set forth in this Section 7(d) shall pay be the premiums for such coverage Executive’s sole and exclusive remedy in the Company shall promptly reimburse the Employee upon Employee’s submission case of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits termination under this Section 6.3(c7(d) shall and shall, as liquidated damages or severance pay or both, be subject to considered for all purposes in lieu of any other rights or remedies, at law or in equity, which the following: (i) all amounts to be paid under this paragraph and that are includable Executive may have in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation case of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefittermination. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated In the event of the termination of the Executive’s employment during the Employment Period by the Company Without Cause: without Cause (aincluding a deemed termination without Cause as provided in Section 3(f) herein), the Executive shall be entitled to: (i) any accrued but unused vacation, (ii) Base Salary through the Date of Termination (to the extent not theretofore paid), (iii) the Company shall pay to the Employee, in a lump sum in cash within 30 days after continuation of Base Salary for twelve (12) months following the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company which shall be paid in accordance with the plan documents governing such deferrals; (b) Company’s ordinary payroll practices in effect from time to time, provided, however, that in the event the Company shalldetermines in good faith that such payments are subject to Section 409A of the Internal Revenue Code (the “Code”), promptly upon submission by the Employee first six (6) months of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to Base Salary shall be paid no later than 21/2 months after in a lump sum on the end sixth month anniversary of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, and the remaining six (6) months of payments shall be paid in accordance with the Company’s ordinary payroll practices as prescribed above, (iv) any earned but not paid Bonus for the Performance Cycle immediately preceding the Date of Termination, which shall be paid when such Bonuses are paid to other active employees, and (v) a pro-rata portion of the Bonus, if any, for the Performance Cycle in which the Date of Termination occurs (based on the achievement of the applicable performance criteria and related to the applicable Performance Cycle as described in Section 2(b)), which shall be paid when such Bonuses are paid to other active employees, provided, however that with respect to (iv) and (v) herein, if such payments are determined by the Company in good faith to be subject to Section 409A of the Code, such payments shall be paid on the later of (A) the date the Bonuses are paid under the Program, or (B) the sixth month anniversary of the Date of Termination. In addition, in the event of a termination by the Company without Cause: (1) if the Executive elects to continue the Company’s group health plans pursuant to his rights under COBRA, the Company shall pay the Executive’s COBRA continuation premiums until the earlier of (x) the date the Executive receives group health benefits from another employer or (y) the one-year anniversary of the Date of Termination; and (2) the Company portion of any premiums and shall otherwise continue benefits to will provide the Employee and/or the Employee’s family in accordance Executive with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments outplacement services from vendors designated by the Company shall be made so as for a period of six (6) months following the Date of Termination, not to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. exceed $5,000. Notwithstanding the foregoing, the payments and benefits provided in this Section 5 are subject to and conditioned upon the Executive executing a general release and waiver (in the form reasonably acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such payments are subject to and conditioned upon the Executive’s compliance with respect to any benefits that are for medicalthe Restrictive Covenants provided in Sections 7 and 8 hereof. Except as provided in this Section 5(a), dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable no additional obligations under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitAgreement. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. i. Either the Employee or the Employer may terminate the Employee’s employment hereunder at any time upon written notice. ii. If this Amended Agreement the Employee gives written notice pursuant to paragraph (i) above, the Employer shall be terminated by have the Company Without Cause: right to either (a) relieve the Company Employee, in whole or in part, of his duties under this Agreement or (b) to accelerate the date of termination of employment to coincide with the date on which the written notice is received. iii. Notwithstanding any provisions hereof to the contrary, the Employer may terminate Employee’s employment hereunder without cause at any time. If the Employer terminates the Employee’s Employment pursuant to the provisions of this Section 8(a), it shall pay to the Employee as a severance benefit, in cash, an amount equal to (a) twelve months of the Employee’s Monthly Base Salary plus (b) the higher of the bonus target for the current year or the bonus paid for the prior year, which amount shall be due and payable in a lump sum in cash within 30 not more than ten (10) days after such termination or such later date on which the Date of Terminationrevocation period for the release contemplated by Section 18 expires; provided, however, that this obligation shall terminate if the release has not been delivered and the revocation period has not expired within sixty 60 days after such termination. Additionally, the aggregate vesting of Equity Awards shall be accelerated on a pro rata basis determined by the number of completed months of service during the then current annual vesting period, the vested portions of such Equity Awards shall be exercisable for the period of time indicated in the terms of the following amounts: (1) if not theretofore paidEquity Award, the Employee’s Base Salary (as in effect on the Date and all other vesting of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred Equity Awards shall cease unless otherwise determined by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitCompensation Committee. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated Subject to the provisions of Section 12 hereof, the Board may, by the Company Without Cause: (a) the Company shall pay written notice to the Employee, in a lump sum in cash within 30 days after the Date of Terminationimmediately terminate his employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 9 (a) (b) or (c) above, the aggregate Employee shall be entitled to receive the following compensation and benefits: (i) the base salary provided pursuant to Section 2 hereof, up to the date of expiration of the following amounts: term (1including any renewal term then in effect) if not theretofore of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life, disability and other benefits (excluding any bonus, stock option or other compensation benefits) which the Employee would have been eligible to participate in through the Termination Date based upon the benefit levels substantially equal to those that the Holding Company provided for the Employee at the date of termination of employment. Said sum shall be paid, at the Employee’s Base Salary (as in effect on the Date option of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by either (I) in periodic payments over the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 remaining term of this Amended Agreement Agreement, as if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s 's employment had not been terminated. With respect to benefits set forth , or (II) in this subsection one lump sum within ten (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost 10) days of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredtermination; provided however, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide by the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay Association to the Employee, in equal semi-monthly installments, Employee hereunder shall not exceed three (3) times the Employee’s Base Salary 's "average annual compensation". The Employee's "annual average compensation" shall be the average of the total annual "compensation" acquired by the Employee during each of the five (as 5) fiscal years (or the number of full fiscal years of employment, if the Employee's employment is less than five (5) years at the termination thereof) immediately preceding the date of termination. The term "compensation" shall mean any money or provision of any other thing of value in effect on the Date consideration of Termination) for 12 months after the Date of Terminationemployment, paid or guaranteed hereunder this Agreement, including, without limitation, base salary, bonuses, pension and profit sharing plans, directors fees or committee fees, fringe benefits and deferred compensation accruals.

Without Cause. If this Amended Agreement The Company may terminate the employment of Executive at any time without notice and without cause (as defined in Section 3.2) In such event, Executive shall be terminated entitled to (i) salary until the end of this agreement’s full term or twelve (12) months, whichever is greater, based on Executive’s monthly rate of base salary at the date of such termination, (ii) payment for accrued vacation days, including personal choice holidays and (iii) all bonuses that would otherwise have been accrued during the term of this agreement. The Company shall pay such sum of salary and vacation accrual in one payment within thirty (30) business days following the effective date of termination and shall pay merit or revenue-based bonuses on the dates on which they would have normally occurred throughout the full term of this agreement. The Company shall pay for health benefits equivalent to medical and dental benefits provided during Executive’s full time employment until the end of this agreement’s full term or twenty-four (24) months, whichever is greater. Furthermore, shares of any of the Executive’s stock subject to any lockups will be immediately released from such restrictions and registered by the Company Without Cause: (a) company within 30 days of termination without cause. Except for health coverage benefits to which Executive may be entitled, Executive will otherwise cease to accrue salary and other benefits upon the date of such final payment, other than the Company’s normal insurance policies for terminated employees. Notwithstanding the foregoing, the Company shall have no obligation to pay to the Employee, in a lump sum in cash within 30 days Executive any of such salary or such benefits that may accrue after the Date Company ceases to do business, liquidates substantially all of Termination, the aggregate its assets (except in connection with a sale of substantially all of the following amounts:assets of the Company as a going concern), or voluntarily or involuntarily becomes the subject of a proceeding under the Bankruptcy Code that is not dismissed within 60 days.” (1A) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company This agreement shall be paid construed and interpret-ed in accordance with the plan documents governing such deferrals;laws of the State of Delaware without giving effect to the conflict of laws rules thereof or the actual domiciles of the parties. (bB) Except as amended hereby, the Company shallterms and provisions of the Agreement shall remain in full force and effect, promptly upon submission by and the Employee Agreement is in all respects ratified and confirmed. On and after the date of supporting documentationthis agreement, pay or reimburse each reference in the Agreement to the Employee any costs "Agree-ment", "hereinafter", "herein", "herein-after", "hereunder", "hereof", or words of like import shall mean and expenses be a reference to the Agreement as amended by this agreement. (including moving C) This agreement may be executed in one or more counter-parts, each of which shall be deemed an original and relocation expensesall of which taken together shall constitute a single Amendment. (D) paid or incurred by the Employee which would have been payable under Section 4.5 The agreement may be deemed as executed upon receipt of this Amended Agreement if the Employee’s employment had not terminatedemail affirmation, to be paid no later than 21/2 months after the end followed by execution of the calendar year in which such expenses were incurred; and physically signed documents within five (c5) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitbusiness days. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by The Company in its sole discretion may terminate Executive’s employment without Cause (as defined above) or prior warning immediately upon written notice from the Company Without Cause: (a) Board to Executive, in which event, the Company shall pay to Executive all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurred by Executive prior to the Employeeeffective date of termination, and provided such termination is a “separation from service” as such term is defined in a lump sum in cash within 30 days after the Date of Termination, the aggregate Section 409A(a)(2)(A)(i) of the following amounts: Internal Revenue Code of 1986, as amended (1the “Code”) if not theretofore paidand the applicable guidance thereunder, the Employeecontingent upon Executive’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by delivery to the Company shall be paid of an effective Release and Waiver as provided in accordance with the plan documents governing such deferrals; (bSection 3(e) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Terminationbelow, the Company shall pay also provide the following benefits to Executive: (i) severance consisting of continued payment of Executive’s base salary at the rate in effect as of the effective date of termination, less standard deductions and withholdings, for a period of nine (9) months following the effective date of termination, subject to acceleration of such payments into a single lump-sum cash severance payment in the event a Change in Control (as defined below, provided that the Change in Control is an event described in Code Section 409A(a)(2)(A)(v)) of the Company has occurred prior to the date of termination (but not more than two years prior to such termination) or a Change in Control occurs within ninety (90) days after the date of termination of Executive’s employment, provided that any such acceleration complies with the provisions of Code Section 409A(a)(3); (ii) to the extent that Executive is eligible to continue medical benefits under COBRA and upon timely election by Executive complying with COBRA, payment of all premiums required to continue Executive’s medical, dental and vision insurance coverage pursuant to COBRA for a period of nine (9) months following the date of termination (with Executive being responsible to pay that amount of the portion of any premiums the premiums, if any, that Executive would have been responsible to pay if Executive had remained an employee during such period) or, if earlier, the date that Executive accepts full time employment with another employer; and shall otherwise continue benefits (iii) immediate acceleration of the vesting of all options to purchase the common stock of the Company granted to Executive prior to the Employee and/or effective date of such termination (the Employee“Options”) such that Executive shall be deemed vested as to the same number of shares as if Executive had continued to be employed by the Company for a period of nine (9) months following the effective date of such termination (subject to the additional accelerated vesting provided in Section 4(b) in the event Executive is terminated by the Company without Cause within 90 days prior to or within 13 months following the effective date of a Change in Control) and all vested options held by Executive shall remain exercisable until the one year anniversary of the date of cessation of service. As a condition to receiving the continuing benefits specified in this Section 3(d), to the maximum extent permitted by applicable law, during the nine (9) month period following the Executive’s family termination date, Executive shall not engage in accordance any employment or business activity that is directly competitive with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had business activities as of such termination date and Executive shall not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by induce any employee of the Company shall be made so as to be exempt from Code Section 409A, and for leave the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion employ of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement The Company may terminate Mr. ▇▇▇▇▇▇▇'▇ ▇mployment Without Cause (as defined below) by giving him ninety days' prior written notice thereof, in which event — 8.1.1. The Company shall be terminated continue to pay him his Base Payroll Salary then in effect through December 31, 2010 or for twelve full calendar months, whichever period is longer (the "Severance Period;") 8.1.2. During the Severance Period, the Company shall continue to cover Mr. ▇▇▇▇▇▇▇ ▇nder the medical and dental plans sponsored by the Company Without Cause: for its employees with the same coverage he had immediately prior to the termination of his employment, provided that Mr. ▇▇▇▇▇▇▇ ▇emits to the Company on a timely basis an amount equal to the applicable monthly COBRA premium (aless the COBRA administrative surcharge) for such continued coverage; and the Company shall pay to the Employee, in a lump sum in cash reimburse Mr. ▇▇▇▇▇▇▇ ▇or any medical premium expenses incurred by him hereunder within 30 thirty days after the Date date of Terminationhis payment thereof. To the extent that any medical or dental expense or in-kind benefits provided for under this Section 8.1.2 are taxable to Mr. ▇▇▇▇▇▇▇ ▇n a given year, any such expense shall be reimbursed to Mr. ▇▇▇▇▇▇▇ ▇y the aggregate Company within thirty days of such expense being incurred by him, and any expenses reimbursed or in-kind benefits provided hereunder shall not affect the expenses eligible for reimbursement or in-kind benefits provided in any other year. 8.1.3. The Company shall pay Mr. ▇▇▇▇▇▇▇ ▇n the manner and at the time set forth in Exhibit A, a portion of any Base Deferred Salary and of any Incentive Bonus that he would have earned had he remained an employee of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) Company through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which his employment terminated, such expenses were incurredportion to be based on the number of days during such year that he was an employee of the Company; and (c) for the 12-month period commencing on the Date of Termination, the 8.1.4. The Company shall pay the Company portion of permit him to purchase any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments maintained by the Company shall be made so as for its own benefit on his life at its then cash surrender value. The foregoing severance benefits are the only benefits and payments to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits which Mr. ▇▇▇▇▇▇▇ ▇s entitled that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion arise out of the cost termination of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable employment under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit8.1. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If In the event of (i) the termination of your employment by PNC Bank without Cause (other than for death or Disability) during the Employment Period or (ii) your resignation because of a material breach by PNC Bank or its affiliates of a provision of this Amended Agreement (provided, that before resigning due to such a material breach: (A) you shall provide the Company written notice that identifies the material breach that you believe PNC Bank or its affiliate has made, and (B) solely with respect to material breaches for which remedial action is possible, PNC Bank or its affiliate shall have failed to remedy such event or condition within 30 days after PNC Bank receives the written notice from you described in clause (A)), and subject to execution and non-revocation of the release agreement referred to below and your compliance with the restrictive covenants set forth in this Agreement, you shall be terminated by the Company Without Cause: entitled to, within ten (a10) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: Termination (1) if not theretofore paidpayment of the Accrued Obligations, (2), payment of an amount equal to the Employee’s value of the portion of your Annual Base Salary (as in effect on from the Date of Termination) Termination through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year Employment Period (assuming no such termination had occurred) that has not yet been paid, (3) to the extent not paid, the Restrictive Covenant Payment and the Special Payment, (4) if such termination is (x) prior to the grant of the Restricted Shares, an amount in which such expenses were incurred; and cash equal to the Restricted Share Value and (cy) for on or after the 12-month period commencing on grant of the Restricted Shares, immediate vesting effective as of the date immediately preceding the Date of Termination, the Company shall pay the Company portion Termination of any premiums of the Restricted Shares that are unvested as of such date, and shall otherwise continue benefits to (5) the Employee and/or Other Benefits. In addition, in the Employee’s family in accordance with event of (i) the Company’s normal payroll practices at least equal to those which would have been termination of your employment by PNC Bank without Cause (other than for death or Disability) during the Employment Period or (ii) your resignation because of a material breach by PNC Bank or its affiliates of a provision of this Agreement that is not cured, as provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c)above, to the extent possible, all insurance premium and/or benefit payments by the Company you shall be made so as entitled to be exempt from Code Section 409A, and for continued participation in the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health life insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent plans that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.you were

Without Cause. If this Amended Agreement shall be terminated by the Company Without Cause: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section Sections 4.5 and 4.7 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by The Company in its sole discretion may terminate Executive’s employment without Cause (as defined above) or prior warning immediately upon written notice from the Company Without Cause: (a) Board to Executive, in which event, the Company shall pay to Executive all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurred by Executive prior to the Employeeeffective date of termination, and provided such termination is a “separation from service” as such term is defined in a lump sum in cash within 30 days after the Date of Termination, the aggregate Section 409A(a)(2)(A)(i) of the following amounts: Internal Revenue Code of 1986, as amended (1the “Code”) if not theretofore paidand the applicable guidance thereunder, the Employeecontingent upon Executive’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by delivery to the Company shall be paid of an effective Release and Waiver as provided in accordance with the plan documents governing such deferrals; (bSection 3(e) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Terminationbelow, the Company shall pay also provide the following benefits to Executive: (i) severance consisting of continued payment of Executive’s base salary at the rate in effect as of the effective date of termination, less standard deductions and withholdings, for a period of nine (9) months following the effective date of termination, subject to acceleration of such payments into a single lump-sum cash severance payment in the event a Change in Control (as defined below, provided that the Change in Control is an event described in Code Section 409A(a)(2)(A)(v)) of the Company has occurred prior to the date of termination (but not more than two years prior to such termination) or a Change in Control occurs within ninety (90) days after the date of termination of Executive’s employment, provided that any such acceleration complies with the provisions of Code Section 409A(a)(3); (ii) to the extent that Executive is eligible to continue medical benefits under COBRA and upon timely election by Executive complying with COBRA, payment of all premiums required to continue Executive’s medical, dental and vision insurance coverage to the extent permitted by COBRA for a period of nine (9) months following the date of termination (with Executive being responsible to pay that amount of the portion of any premiums the premiums, if any, that Executive would have been responsible to pay if Executive had remained an employee during such period) or, if earlier, the date that Executive accepts full time employment with another employer; and shall otherwise continue benefits (iii) immediate acceleration of the vesting of all options to purchase the common stock of the Company granted to Executive prior to the Employee and/or effective date of such termination (the Employee“Options”) such that Executive shall be deemed vested as to the same number of shares as if Executive had continued to be employed by the Company for a period of nine (9) months following the effective date of such termination (subject to the additional accelerated vesting provided in Section 4(b) in the event Executive is terminated by the Company without Cause within 90 days prior to or within 13 months following the effective date of a Change in Control) and all vested options held by Executive shall remain exercisable until the one year anniversary of the date of cessation of service. As a condition to receiving the continuing benefits specified in this Section 3(d), to the maximum extent permitted by applicable law, during the nine (9) month period following the Executive’s family termination date, Executive shall not engage in accordance any employment or business activity that is directly competitive with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had business activities as of such termination date and Executive shall not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by induce any employee of the Company shall be made so as to be exempt from Code Section 409A, and for leave the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion employ of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If The Company may terminate this Amended Agreement shall be terminated by without Cause effective immediately upon notice to Employee. In the event the Company Without terminates this Agreement without Cause: (a) , the Company shall pay to Employee in addition to the amounts under the first sentence of Subsection B(i) above, a cash payment equal to two times the sum of: (i) Employee’s then current annual Base Salary, as adjusted for any increase thereto and (ii) an amount equal to the bonus paid to Employee for the prior year (provided that, if no incentive bonus was paid in a lump sum in cash within 30 days after the Date of Termination, prior year the aggregate amount shall be 50% of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (“target amount” as in effect on the Date of Termination) through the Date of Termination; and (2) defined in the case of compensation previously deferred by Company’s Incentive Compensation Plan for the Employee, all year in which notice is given). Any amounts of such compensation previously deferred and not yet paid by the Company payable under this subparagraph shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee equal monthly installments over a period of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid 24 months commencing no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and sixty (c60) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the days following Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c)Termination Date, to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to applicable withholdings and shall be subject to Employee signing a Release (as defined below) on or before the following: sixtieth (i60th) day following Employee’s Termination Date and all amounts revocation periods applicable to such Release having expired on or prior to the sixtieth (60th) day following Employee’s Termination Date. Such payments will commence within sixty (60) days following Executive’s termination, with the exact commencement of payments to be paid under determined in the sole discretion of the Company, provided that if such sixty (60) day period commences in one calendar year and ends in the next, the payments will commence in the second calendar year with the first payment to include all payment that would have otherwise been made but for the provisions of this paragraph sentence. For the avoidance of doubt, Employee shall not be entitled to any severance and bonus payments if the Employee has not signed the Release, and if all revocation period applicable to the Release have not expired on or prior to the sixtieth (60th) day following Employee’s Termination Date. In addition, the severance and bonus payments outlined in this Section are contingent on Employee fully complying with the terms of the Confidentiality and Noncompetition Agreement signed contemporaneously herewith. If Employee fails to so comply, Employee agrees that the Company has the right to cease making the payments described in this Section and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) is entitled to recover from Employee any payments for such expenses will be it has already made in cash promptly after the expenses are incurred but in no event later than the end of to Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement The Company may terminate Mr. ▇▇▇▇▇▇'▇ ▇mployment Without Cause (as defined below) by giving him ninety days' prior written notice thereof, in which event — 8.1.1. The Company shall be terminated continue to pay him his Base Payroll Salary then in effect through December 31, 2010 or for twelve full calendar months, whichever period is longer (the "Severance Period;") 8.1.2. During the Severance Period, the Company shall continue to cover Mr. ▇▇▇▇▇▇ ▇nder the medical and dental plans sponsored by the Company Without Cause: for its employees with the same coverage he had immediately prior to the termination of his employment, provided that Mr. ▇▇▇▇▇▇ ▇emits to the Company on a timely basis an amount equal to the applicable monthly COBRA premium (aless the COBRA administrative surcharge) for such continued coverage; and the Company shall pay to the Employee, in a lump sum in cash reimburse Mr. ▇▇▇▇▇▇ ▇or any medical premium expenses incurred by him hereunder within 30 thirty days after the Date date of Terminationhis payment thereof. To the extent that any medical or dental expense or in-kind benefits provided for under this Section 8.1.2 are taxable to Mr. ▇▇▇▇▇▇ ▇n a given year, any such expense shall be reimbursed to Mr. ▇▇▇▇▇▇ ▇y the aggregate Company within thirty days of such expense being incurred by him, and any expenses reimbursed or in-kind benefits provided hereunder shall not affect the expenses eligible for reimbursement or in-kind benefits provided in any other year. 8.1.3. The Company shall pay Mr. ▇▇▇▇▇▇ ▇n the manner and at the time set forth in Exhibit A, a portion of any Base Deferred Salary and of any Incentive Bonus that he would have earned had he remained an employee of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) Company through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which his employment terminated, such expenses were incurredportion to be based on the number of days during such year that he was an employee of the Company; and (c) for the 12-month period commencing on the Date of Termination, the 8.1.4. The Company shall pay the Company portion of permit him to purchase any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments maintained by the Company shall be made so as for its own benefit on his life at its then cash surrender value. The foregoing severance benefits are the only benefits and payments to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits which Mr. ▇▇▇▇▇▇ ▇s entitled that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion arise out of the cost termination of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable employment under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit8.1. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If The Company may terminate Employee's employment under this Amended Agreement shall be terminated at any time without cause by the Company Without Cause: (a) the Company shall pay to the Employee, in giving Employee a lump sum in cash within 30 days after the Date Notice of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (Termination as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable provided under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which 7 hereof. In such expenses were incurred; and (c) for the 12-month period commencing on the Date of Terminationevent, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits Employee severance pay (“Severance Pay”) equal to the Employee and/or the Employee’s family remaining Base Salary for the Initial Term or for any Renewal Term, as applicable, in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each following payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the followingschedule: (i) if Employee’s employment is terminated within two (2) years following a “change in control” (as defined below), the Severance Pay will be paid in one lump sum six (6) months following Employee’s termination of employment; (ii) in all amounts other cases, Severance Pay shall be paid to Employee in equal installments on the Company’s regular payroll dates, with such installments to commence six (6) months after Employee's termination of employment (at which time Employee will receive a lump sum amount equal to the monthly payments that would have been paid during such six month period); provided, however, that if the payment of the Severance Pay meets an exemption under Internal Revenue Code Section 409A concerning the timing of payment of severance compensation, then the payment of the Severance Pay will commence (or be paid, in the case of a change in control) upon Employee's termination of employment. In addition, Company shall pay Employee (i) his pro rata portion of any annual bonus or other compensation to which he would have been entitled for the year during which the termination occurred, such payment to be made at such time that bonuses are paid under this paragraph to all employees, or if later, six (6) months after Employee's termination of employment (unless an exception to § 409A applies); and that are includable in (ii) Employee’s income COBRA health insurance premium payments (for the same coverage that Employee had in place prior to his termination) for the duration of the COBRA continuation period, or if earlier, until the Employee becomes eligible for health insurance because of employment with a different employer. Employee shall only be paid Severance Pay, pro rata bonuses and COBRA health insurance premium payments under this Section if he signs an agreement containing a release of claims against the Company, in a form substantially similar to that included in Exhibit A, attached hereto and incorporated herein. Employee will cease to be an employee of the Company as of the date specified in the Notice of Termination, and he will not receive or accrue any benefits of employment after such date, except as provided herein. Severance Pay, pro rata bonuses and COBRA health insurance premium payments shall not be paid to the Employee if Employee owns, manages, operates, joins, contracts with, or is employed by or connected in any manner with (whether as principal, partner, shareholder, member, director, officer, employee, agent or otherwise), any business which is competitive to the business engaged in by the Company. For purposes of this Agreement, a business shall be deemed to be competitive to the business engaged in by the Company if such expenses are incurred during business is engaged in the 2 year period after the Termination Date; (ii) any amount reimbursable same or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide similar business activities conducted by the Company with reasonable documentation of such expenses; in the same geographical area in which the Company conducts its business operations (ivor is actively pursuing business operations) payments for such expenses will be made in cash promptly after at the expenses are incurred but in no event later than the end time of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefittermination of employment. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If Should Employee be terminated without cause by Cotelligent or Cotelligent fails to extend this Amended Agreement without cause, Employee shall receive, in one lump-sum payment payable as soon as practicable after the effective date of termination (x) if the termination date is within the Initial Term, an amount which shall equal (i) one times Employee's most recent base annual salary plus (ii) one times Employee's most recent annual bonus (the "Termination Payment") or (y) if the termination date is subsequent to the Initial Term, an amount which shall equal two times the Termination Payment. It is specifically understood and agreed that, in the event Employee's employment is terminated without cause, Cotelligent shall in all circumstances be required to pay the Termination Payment to Employee, regardless of whether Employee has obtained other employment following such termination and Employee shall be terminated under no duty to mitigate such amount or take any action to lessen Cotelligent's liability for such payment, which is intended to be absolute. Further, any termination without cause by Cotelligent shall operate to shorten the Company Without Cause: period set forth in Section 3(a) and during which the terms of Section 3, if applicable, apply to six (a6) months from the Company date of termination of employment. Any group health continuation coverage that Cotelligent is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall be offered upon termination and Cotelligent shall pay the cost of such COBRA coverage. Employee shall be deemed to have been terminated without cause by Cotelligent if (i) Cotelligent breaches Section 2(a) of this Agreement (ii) Employee shall be assigned any duties materially inconsistent with, or Employee's responsibilities shall be significantly limited, or Employee shall be significantly demoted, in any case so as not to be serving in a Chief Financial Officer capacity to Cotelligent and its subsidiaries and affiliates, and the continuance thereof for a period of five (5) business days after written notice from Employee that he is unwilling to accept such changes in duties or responsibilities. In the event Employee is terminated without cause pursuant to this Section 4(b), Employee's options shall become fully vested and Employee shall have, notwithstanding anything to the Employeecontrary contained in any relevant option agreements, in a lump sum in cash ninety (90) days within 30 days which to exercise any vested options, after the Date of Terminationwhich any options not exercised by Employee would be forfeited; provided, the aggregate of the following amounts: -------- however, if Employee is terminated without cause pursuant to this Section 4(b) ------- within one (1) if not theretofore paid, the Employee’s Base Salary year following a Change in Control (as defined in effect on the Date of TerminationSection 11(e) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employeehereunder), all amounts of such compensation previously deferred and not yet paid by the Company Employee shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shallhave, promptly upon submission by the Employee of supporting documentation, pay or reimburse notwithstanding anything to the Employee contrary contained in any costs relevant option agreements, one (1) year within which to exercise any vested and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c)outstanding options, to the extent possible, all insurance premium and/or benefit payments permitted by the Company shall underlying agreements governing the Change in Control, after which any options not exercised by Employee would be made so as forfeited. At any time after the commencement of employment, Employee may, without cause, terminate this Agreement and Employee's employment, effective thirty (30) days after written notice is provided to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect Cotelligent. If Employee voluntarily resigns or otherwise terminates his employment without cause pursuant to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c4(b), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph Employee shall receive no severance compensation and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay notwithstanding anything to the Employeecontrary contained in any relevant option agreements, in equal semi-monthly installmentsEmployee shall have ninety (90) days within which to exercise any previously vested and outstanding options, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Terminationwhich any such options not exercised by Employee would be forfeited.

Without Cause. If this Amended Agreement shall be terminated by during the Employment Period, the Company Without shall terminate the Executive’s employment without Cause: , except in either such case within twenty-four (a24) months following a Change in Control (as defined below), the Company shall pay to the Employee, in a lump sum in cash Executive or his heirs (1) within 30 ten (10) days after the Date of Termination, the aggregate sum of the following amounts: (1) if not theretofore paid, the EmployeeExecutive’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, to the extent not theretofore paid, plus all accrued vacation pay, unreimbursed business expenses and other accrued but unpaid compensation described in Section 2(b) above (the “Accrued Obligations”); and (2) in any amount arising from the case of compensation previously deferred by the EmployeeExecutive’s participation in, all or benefits under, any Investment Plans (“Accrued Investments”), which amounts of such compensation previously deferred and not yet paid by the Company shall be paid payable in accordance with the plan documents governing terms and conditions of such deferrals; Investment Plans; (b3) subject to Executive’s execution and nonrevocation of a general release in favor of Aeroflex, its affiliates and their current and former officers, directors and employees, in substantially the form attached hereto as Exhibit A within 30 days following the date of such termination (the “Release”), commencing, notwithstanding any provision to the contrary in Sections 4(a)(3)(A)-(C), on the 30th day following such Date of Termination (provided that, payments or benefits that would otherwise have been owed to Executive prior to the 30th day after the Date of Termination shall be made to or on behalf of Executive on the 30th day after the Date of Termination), (A) an amount equal to the Executive’s Base Salary payable for the one-year period immediately following the Date of Termination as if the Executive had not been terminated and remained an employee through the expiration of such period together with an amount equal to one times the Target Bonus; (B) the Company shallunpaid bonus, promptly upon submission by if any, applicable for the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year Fiscal Year in which such expenses were incurred; and (c) for the 12-month period commencing on Date of Termination occurs, prorated to the Date of Termination, to be paid at the time the Company shall pay pays bonuses to other senior executives of the Company portion Company; and (C) the Executive and qualifying members of any premiums and shall otherwise continue benefits to the Employee and/or the EmployeeExecutive’s family in accordance with shall be entitled to continue to participate, at the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if expense, in the EmployeeCompany’s employment had not been terminated. With respect to benefits set forth in this subsection (c)Welfare Plans, to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for including medical, dental or vision expenses under a selfand prescription coverage, for said one-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitperiod. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.”

Without Cause. The Bank shall have the right to terminate the Executive's employment hereunder without Cause at any time upon thirty (30) days prior written notice to the Executive. If this Amended Agreement the Bank terminates the Executive's employment hereunder without Cause, the Executive shall be terminated by entitled to receive, and the Company Without Cause: (a) the Company Bank shall pay to the EmployeeExecutive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; Bank's regular payroll policy, (bi) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse Base Salary owing to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by Executive through date of termination plus Base Salary for the Employee which would have been payable under Section 4.5 remaining term of this Amended Agreement if Agreement. (the Employee’s employment had not terminated, to period for which Base Salary shall be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits owed to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable Executive under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c11(d)(i) shall be subject referred to herein as the following: (i) all amounts to be paid under this paragraph "Severance Period"); and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount business expenses which were properly reimbursable or paid in one tax year shall not affect to the amount Executive pursuant to be reimbursed or paid in another tax yearSection 4 hereof through the date of termination; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; and (iv) payments during the Severance Period, the health, medical insurance and other benefits which are provided to the Executive in Section 5(a) hereunder. In addition, if the Bank terminates the Executive's employment hereunder without Cause, any stock options granted by the Bank to the Executive which have not vested or are not yet exercisable shall automatically vest and become immediately exercisable by the Executive commencing on the date of termination and continuing for such expenses will be made in cash promptly after period as provided under the expenses are incurred but in no respective stock option plan. During the Severance Period, the provisions of the paragraphs 6, 7 and 9 shall continue to apply. In the event later than of a breach of such provisions, Bank shall have the end of Employee’s taxable year following the tax year in which the expenses are incurred; option to terminate any payments and (v) the payments benefits provided under this paragraph cannot be substituted Section 11(d) and institute any legal action necessary to enforce Executive’s obligations under such paragraphs with the Executive being responsible for another benefitany legal costs incurred by Bank in enforcing Executive’s obligation hereunder. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. 10.2.1 If this Amended Agreement the Company shall terminate Executive's employment other than (i) pursuant to Paragraph 10.2.2 or (ii) for "cause" as provided in Paragraph 10.1 above, Executive shall be terminated entitled to receive, as damages, and as his sole and exclusive right and remedy on account of such termination, the base salary to which he would otherwise have been entitled under this Agreement throughout the remaining portion of the term. Executive shall also be entitled to receive any approved unreimbursed business expenses and other employee benefits (as described above) to the date of termination. The willful and material breach by the Company Without Cause: (a) the Company shall pay of any of its material obligations under this Agreement, which breach is not fully cured promptly upon written notice to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission at Executive's election, constitute a termination of this Agreement by the Employee of supporting documentation, pay or reimburse Company without cause pursuant to the Employee provisions of this Paragraph 10.2.1. 10.2.2 In addition to any costs other rights and remedies provided by law or in this Agreement, at any time prior to a Change of Control (as defined in the Indenture dated as of March 1, 1995 with respect to the Company's outstanding 11 7/8% Senior Secured Notes) the Company may terminate Executive's employment hereunder without cause upon six months' written notice. If the Company shall terminate Executive's employment pursuant to this Paragraph 10.2.2, Executive shall be entitled to receive, as damages, and as his sole and exclusive right and remedy on account of such termination, the base salary to which he would otherwise have been entitled under this Agreement through the effective date of termination. Executive shall also be entitled to receive any approved unreimbursed business expenses and other employee benefits (including moving and relocation expensesas described above) paid or incurred to the date of termination. 10.2.3 Amounts payable by the Employee which Company under this Paragraph 10.2 shall be payable when and as the same would otherwise have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums terms hereof and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: Executive's duty to mitigate his damages by using reasonable efforts to seek other comparable employment. Compensation (iin whatever form) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred earned by Executive on account of other employment during the 2 year period after unexpired portion of the Termination Date; term of this Agreement or through the effective date of termination, as the case may be (ii) any amount reimbursable or paid without regard to when such compensation is paid), shall be applied in one tax year reduction of the Company's obligations hereunder. Executive shall not affect the amount otherwise be entitled to be reimbursed receive any further salary, bonus, expenses, benefits or paid in another tax year; (iii) if Employee is reimbursed for any expenses other compensation hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. 9.2 Employee may terminate this Agreement by giving a Notice of Termination to the Company in accordance with this Agreement, at any time, with or without good reason. 9.3 If this Amended Agreement the Employee's employment with the Company shall be terminated, the Company shall pay and/or provide to the Employee the following compensation and benefits in lieu of any other compensation or benefits arising under this Agreement or otherwise: a. if the Employee was terminated by the Company Without for Cause:, or the Employee terminates, the Accrued Compensation. b. if the Employee was terminated by the Company for Disability, the Accrued Compensation, the Continuation Benefits and Base Salary, for the greater of (ai) three months or (ii) the Company shall pay balance of the Term of this Agreement; or c. if termination was due to the Employee's death, the Accrued Compensation; and Employee's pro rata bonus for the fiscal year in a lump sum in cash which the date of death occurred; or d. if the Employee was terminated by the Company without cause, (i) the Accrued Compensation; (ii) the Employee's Base Salary for the greater of (i) three months or (ii) the balance of the Term of this Agreement; (iii) the Continuation Benefits for the greater of (i) three months or (ii) the balance of the Term of this Agreement; and (iv) the Pro Rata Bonus; and further, all conditions to the vesting of outstanding Incentive Stock Awards and Employee Stock Options granted to the Employee under Articles XI and XII shall be deemed void and all such awards shall be immediately and fully vested and exercisable. 9.4 The amounts payable under this Section 9, shall be paid as follows: a. Accrued Compensation shall be paid within 30 five (5) business days after the Employee's Termination Date of Termination(or earlier, if required by applicable law). b. If the Continuation Benefits are paid in cash, the aggregate payments shall be made on the first day of each month during the following amounts:Continuation Period (or earlier, if required by applicable law). (1) if not theretofore paid, the Employee’s c. The Base Salary (as in effect on the Date of Termination) through the Expiration Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals;Company's regular pay periods (or earlier, if required by applicable law). (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. 9.5 Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under in the event Employee is a self-insured planmember of the Board of Directors on the Termination Date, the Employee shall pay the premiums for such coverage payment of any and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredall compensation due hereunder, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiumsexcept Accrued Compensation, and the Company’s payment of such reimbursements or Employee's right to exercise any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period Employee Stock Option after the Termination Date; , is expressly conditioned on Employee's resignation from the Board of Directors within five (ii5) any amount reimbursable or paid in one tax year business days of the Termination Date. 9.6 The Employee shall not affect be required to mitigate the amount to of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be reimbursed offset or paid in another tax year; (iii) if Employee is reimbursed for reduced by the amount of any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay compensation or benefits provided to the Employee, Employee in equal semi-monthly installments, the Employee’s Base Salary (any subsequent employment except as provided in effect on the Date of Termination) for 12 months after the Date of TerminationSections 1.4.

Without Cause. If this Amended Agreement shall be terminated by the Company Without Cause: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 2 1/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If Subject to the notice provisions set forth in Section 2 hereof, the Company may terminate this Amended Agreement and Executive's services at any time for any reason, and after any required notice is provided to Executive he shall continue to perform his duties under this Agreement during the notice period if the Company so elects. In connection with the termination of Executive's services without Cause during the Term of this Agreement, pursuant to this Section 4(a)(1), Executive (and Executive's eligible dependents with respect to paragraph (D) below) shall be terminated by the Company Without Causeentitled to receive: (aA) all accrued but unpaid amounts of the Base Salary and vacation through the effective date of termination, payable in accordance with the provisions of Sections 3(a) and 3(d) above; (B) if such termination occurs during the Original Term, a termination payment in an amount equal to the product of (x) the Company shall pay number of full and partial years remaining in the Original Term, and (y) the sum of (i) Executive's then current Base Salary and (ii) a bonus payment equal to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate 100% of the following amounts: (1) average annual bonus paid to Executive for the two prior calendar years, provided that for purposes of this calculation, Executive's annual bonus shall be deemed to have been $160,000 both for year 2000 and for year 2001, or, if not theretofore paidgreater, the Employee’s a bonus payment equal to 50% of his then current Base Salary (the sum of the amounts determined by adding clauses (i) and (ii) is in the aggregate hereinafter referred to as in effect on the Date "One-Year Pay Equivalent"), and the product of Termination(x) and (y) shall be payable within thirty (30) days of the effective date of termination; (C) any vested benefits or amounts pursuant to Sections 3(c), 3(e) and 3(f) hereof through the Date effective date of Terminationtermination, payable in accordance with the provisions of any such plan(s); and (2D) if such termination occurs during the Original Term, the Company-paid life insurance benefits specified in Section 3(f) above and the case Company-paid health insurance benefits specified in Section 3(c)(1) above for a period of compensation previously deferred twelve (12) months following the effective date of termination. Following such period, Executive shall be entitled to all rights afforded to him under the federal Consolidated Omnibus Budget Reconciliation Act ("COBRA") to purchase continuation coverage of health insurance benefits for himself and his dependents for the maximum period permitted by law. If such termination occurs during the EmployeeExtended Term, Executive will be entitled to all amounts rights afforded to him under COBRA to purchase continuation coverage of health insurance benefits for himself and his dependents for the maximum period permitted by law. In the event that Executive is terminated without Cause pursuant to this Section 4(a)(1) or resigns for Good Reason and within 12 months from the effective date of such compensation previously deferred and not yet paid by termination or resignation there is a "Change in Control" of the Company (as defined below), then Executive shall be paid in accordance with entitled to receive the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), Section 4(d) hereof to the extent possible, all insurance premium and/or benefit payments and in the amount that such benefits exceed the amounts paid or received by the Company shall be made so as Executive pursuant to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c4(a)(1), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by the Company Without STERIS terminates Mase▇▇▇▇▇'▇ ▇▇▇agement without "Cause: (a) the Company ," STERIS shall pay to the EmployeeMase▇▇▇▇▇, in ▇▇ a single lump sum in cash payment to be made within 30 days after of the Date of TerminationTermination Date, the aggregate "Buyout Amount" (as defined below) and shall continue to provide group life and health insurance coverage to Mase▇▇▇▇▇ (▇▇ the same extent as if he had continued in STERIS's engagement) (the "Buyout Benefits") though the end of the following amounts:"Buyout Benefit Period" (as defined below). Mase▇▇▇▇▇ ▇▇▇l have no obligation to mitigate either or both of the Buyout Amount or the Buyout Benefits by seeking subsequent employment or otherwise and no subsequent earnings by Mase▇▇▇▇▇ ▇▇▇ll be used to offset either or both of the Buyout Amount or the Buyout Benefits. Mase▇▇▇▇▇'▇ ▇▇▇hts and benefits with respect to the Options shall be as set forth in the Option Agreement and his rights and benefits under any other benefit plans and programs of STERIS shall be as provided in the particular plan or program. Neither Mase▇▇▇▇▇ ▇▇▇ STERIS shall have any further rights or obligations under this Agreement except as provided in Sections 11, 12, 13, and 15. (1i) if not theretofore paidIf the termination of Mase▇▇▇▇▇'▇ ▇▇▇agement without Cause occurs before the beginning of the Consulting Period, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall Buyout Amount will be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse equal to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which aggregate amount of consulting compensation that would have been payable under to Mase▇▇▇▇▇ ▇▇▇suant to Section 4.5 of this Amended Agreement 6 during the Consulting Period if the Employee’s employment Consulting Period had not terminated, to be paid no later than 21/2 months begun immediately after the end Termination Date and had continued through to the earlier of (A) December 31, 2004, or (B) the sixth anniversary of the calendar year in which such expenses were incurred; and (c) for Termination Date, except that if the 12-month period commencing on termination of Mase▇▇▇▇▇'▇ ▇▇▇agement without Cause occurs not only before the Date beginning of Terminationthe Consulting Period but also before January 1, 1999, the Company Buyout Amount shall pay be the Company portion amount specified above in this (i) plus the aggregate amount of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which Base Salary that would have been provided earned by Mase▇▇▇▇▇ ▇▇▇er this Agreement if his employment had continued through December 31, 1998 and has not otherwise been paid to them under Mase▇▇▇▇▇ ▇▇ STERIS. (ii) If the termination of Mase▇▇▇▇▇'▇ ▇▇▇agement without Cause occurs after the beginning of the Consulting Period, the Buyout Amount will be equal to the aggregate amount of consulting compensation that has not been paid but would have been payable to Mase▇▇▇▇▇ ▇▇▇suant to Section 4.4 6 during the remainder of the Consulting Period if the Employee’s employment Consulting Period had not been terminated. With respect to benefits set forth in this subsection (c), continued through to the extent possibleearlier of (A) December 31, all insurance premium and/or benefit payments by 2004, or (B) the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion sixth anniversary of the cost of such premiums by the 15th day beginning of the month following Consulting Period. (iii) The "Buyout Benefit Period" will be that period beginning on the month such premiums are paid by Termination Date and ending on the Employee. After earlier of (A) December 31, 2004, or (B) the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation third anniversary of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If Notwithstanding any other provision of this Amended Agreement Section 5, the Board shall have the right to terminate Employee’s employment at any time without Cause, but in the event of such termination, Employee shall be terminated by the Company Without Cause: (a) the Company shall pay eligible to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amountsreceive: (1) if not theretofore paidthe sum of (A) the Accrued Obligations (which will be paid at the time specified in Section 5(a)), (B) one hundred and fifty percent (150%) of one (1) years current Base Salary, and (C) one hundred and fifty percent (150%) of the Employeeprevious fiscal year’s Base Salary earned Incentive Compensation; (as in effect on 2) the Date of Termination) through the Date of TerminationPro-Rated Incentive Compensation; and (23) in continuing participation for a period of one (1) year from the case date of compensation previously deferred by the Employee, all amounts termination of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after at Employer expense in the end of the calendar year Additional Benefits in which such expenses were incurred; and (c) for Employee was enrolled at the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost time of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredtermination, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c)provided, to the extent however, that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee continued participation shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall in all cases be subject to the following: applicable plan’s terms and conditions governing participation by non-employees after their termination of employment. For purposes of this Agreement, “Severance Benefits” shall consist of the benefits provided by the preceding clauses (i1)(B), (1)(C), (2) all amounts and (3). In consideration of the receipt of the Severance Benefits, and as a precondition to their receipt, Employee must timely satisfy the Release requirements specified in Section 5(i). The Severance Benefits (other than the Pro-Rated Incentive Compensation which shall be paid under this paragraph and that are includable as specified in Employee’s income Section 5(a)) shall only be paid if such expenses are incurred during the 2 year period to Employee within 15 days (subject to any required delay in payments pursuant to Section 5(h)) after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect effective date of the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunderRelease. For purposes of this Agreement, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end a termination of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (employment must constitute a “separation from service” as in effect on the Date of Termination) for 12 months after the Date of Termination.defined by Internal Revenue Code Section 409A.

Without Cause. If this Amended Agreement shall be terminated by during the Employment Period, the Company Without Cause: shall terminate the Executive’s employment without Cause (awhich, for this purpose, shall include non-renewal) or the Executive shall terminate his employment for Good Reason, except in either such case within six (6) months prior or eighteen (18) months following a Change in Control (as defined below), the Company shall pay to the Employee, in a lump sum in cash Executive or his heirs (1) within 30 ten (10) days after the Date of Termination, the aggregate sum of the following amounts: (1) if not theretofore paid, the EmployeeExecutive’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, to the extent not theretofore paid, plus all accrued PTO pay, unreimbursed business expenses and other accrued but unpaid compensation described in Section 2(b) above (the “Accrued Obligations”); and (2) in any amount arising from the case of compensation previously deferred by the EmployeeExecutive’s participation in, all or benefits under, any Investment Plans (“Accrued Investments”), which amounts of such compensation previously deferred and not yet paid by the Company shall be paid payable in accordance with the plan documents governing terms and conditions of such deferrals; Investment Plans; and (b3) subject to Executive’s execution and nonrevocation of a general release in favor of Aeroflex, its affiliates and their current and former officers, directors and employees, in substantially the form attached hereto as Exhibit A within 30 days following the date of such termination (the “Release”), commencing, notwithstanding any provision to the contrary in Sections 4(a)(3)(A)-(C), on the 30th day following such Date of Termination (provided that, payments or benefits that would otherwise have been owed to Executive prior to the 30th day the Date of Termination shall be made to or on behalf of Executive on the 30th day after the Date of Termination), (A) an amount equal to to the Executive’s Base Salary for the twelve (12) month period immediately following the Date of Termination together with an amount equal to one times the Target Bonus paid in a lump sum; (B) the Company shallunpaid bonus, promptly upon submission by based on the Employee of supporting documentation, pay or reimburse to Company’s actual performance for the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year Fiscal Year in which such expenses were incurred; and (c) for the 12-month period commencing on Date of Termination occurs, if any, prorated to the Date of Termination, such bonus, if any, to be paid at the time that the Company shall pay pays bonuses, if any, to other senior executives of the Company portion Company; and (C) the Executive and qualifying members of any premiums and shall otherwise continue benefits to the Employee and/or the EmployeeExecutive’s family in accordance with shall be entitled to continue to participate, at the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if expense, in the EmployeeCompany’s employment had not been terminated. With respect to benefits set forth in this subsection (c)Welfare Plans, to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for including medical, dental or vision expenses under and prescription coverage, for a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion period of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 one year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement Any stock options granted under paragraph 10 shall vest, subject to the terms of the plan. In addition, if Employee is terminated by Lions Gate for any reason other than as set forth in sub-paragraphs 15(a)-(d), a severance amount equal to 50% of the balance of the compensation still owing to Employee under paragraph 5 hereof at the time of termination shall be terminated paid to Employee by the Company Without Cause: (a) the Company Lions Gate, which payment shall relieve Lions Gate of any and all obligations to Employee except that Lions Gate shall also pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate Employee 100% of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Dateany accrued vacation and/or other benefits; (ii) any amount reimbursable or paid in one tax year shall incurred business expenses that have not affect been reimbursed as of the amount to be reimbursed or paid in another tax yeardate of the termination; and (iii) if the pro-rata portion of any bonuses which are earned that Employee is reimbursed for entitled to receive as of the date of termination. Employee shall have no obligation to mitigate in connection with Employees rights as set forth in this sub-paragraph and Lions Gate shall no right of off-set in this regard. In the event that this Agreement is terminated pursuant to sub-paragraphs (a)-(d) above neither Lions Gate nor Employee shall have any expenses remaining duties or obligations hereunder, he must provide except that Lions Gate shall pay to Employee, only such compensation as is earned under Paragraph 5 as of the Company with reasonable documentation date of such expensestermination and 100% of the following amounts: (i) any accrued vacation and/or other benefits; (ivii) payments for such any incurred business expenses will be made in cash promptly after that have not been reimbursed as of the expenses are incurred but in no event later than date of the end of Employee’s taxable year following the tax year in which the expenses are incurredtermination; and (viii) the payments under this paragraph cannot be substituted for another benefitpro-rata portion of any bonuses which are earned that Employee is entitled to receive as of the date of termination. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by the Company Without Cause: elects to terminate ------------- Executive for any reason whatsoever other than as provided in Section 6(a) or if the Company causes a Defacto Termination of Executive (aas defined below) (each a "Severance Termination"), Executive shall receive the "Separation Package." As used herein, the "Separation Package" shall consist of one year Base Salary (at the annual rate in effect at the date of the Severance Termination). In addition, all Options which are scheduled to vest on the next anniversary of the commencement of the Initial Term shall vest as of the date of the Severance Termination. Further, all options that have become exercisable as of the date of such termination (including those which do so as a result of the provisions of the preceding sentence) shall remain so for a period of 12 months. For purposes of this paragraph, a "Defacto Termination" shall include any of the following events: (i) the Company shall fail to pay to or shall reduce the EmployeeBase Salary, in a lump sum in cash Acquisition Performance Bonus or other benefits provided herein, except as permitted hereunder, or shall otherwise breach any material provision hereof which breach is not cured within 30 10 days after the Date receipt of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt notice thereof from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination DateExecutive; (ii) any amount reimbursable or paid in one tax year the Company shall not affect fail to cause Executive to remain the amount to be reimbursed or paid in another tax yearChief Executive Officer of the Company; (iii) if Employee is reimbursed for any expenses hereunderExecutive shall not be continuously afforded the authority, he must provide the Company with reasonable documentation of such expensespowers, responsibilities and privileges contemplated in Section 1 above (whether or not accompanied by a change in title); (iv) payments for such expenses will the Company shall require Executive's primary services to be made rendered in cash promptly after the expenses are incurred but in no event later an area other than the end of Employee’s taxable year following Company's principal offices in the tax year in which the expenses are incurredLos Angeles metropolitan area; and or (v) the payments under this paragraph cannot be substituted for another benefit. after a Change in Control (d) as defined below), the Company shall pay to increases the Employee, in equal semi-monthly installments, base salary for senior executives of the Employee’s Company generally without similarly increasing the Base Salary of Executive. For purposes of clause (as iii), Executive shall be deemed not to have been continuously afforded the authority, powers, responsibilities and privileges contemplated in effect on Section 1 above if there shall occur any reduction in the Date scope, level or nature of Termination) for 12 months after Executive's employment hereunder, or any demotion, any phasing out or assignment to others, of the Date of Terminationduties contemplated herein.

Without Cause. This Agreement may be terminated pursuant to the terms of Section 2 or on thirty (30) days written notice (the thirtieth day following such notice being herein sometimes called the "Termination Date") by the Company without cause, subject to the following provision. If this Amended Agreement shall be the Employee's employment is terminated by the Company Without without Cause: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly or upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured planDisability, the Employee shall pay receive an amount (the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), "Severance Amount") equal to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission sum of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable one year's Base Compensation; plus (ii) a portion of the target bonus for the year in which the Employee’s income shall only be paid if such expenses are incurred during 's employment was terminated ("Termination Year") calculated as the 2 year period after target percentage multiplied by the Base Compensation actually earned from January 1st of the Termination Year until the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; plus (iii) if continuation of health insurance and other benefits for one year at same cost as the Employee is reimbursed for any expenses hereundercurrently contributes; plus, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will full vesting of any outstanding stock options and the lapsing of any restrictions over any restricted shares owned by the Employee. The cash portion of the Severance Amount shall be made in cash paid to the Employee as promptly as practicable after the expenses are incurred but date of Termination and in no event later than ten (10) days after termination. Payment of the end Severance Amount shall be in lieu of Employee’s taxable all other financial obligations of the Company to the Employee and all other benefits in this Agreement shall cease as of the date of termination. The Employee shall have no obligation to seek other employment or otherwise mitigate damages hereunder. For the avoidance of doubt, it is understood that the Company will pay all amounts owed to Employee prior to the date of termination, including any incentive compensation owed to employee for the prior year following if still unpaid at the tax date of termination and the termination occurred after the fiscal year end.. Notwithstanding anything in which the expenses are incurred; and (v) the payments under this paragraph canincentive compensation plan, Employee need not be substituted employed at the date the incentive payments are made to be eligible for another benefit. (d) this payment. Payment of the severance amount is also contingent upon Employee executing Jarden's standard release form which includes a covenant by the Employee not to ▇▇▇, a confidentiality agreement and a waiver and release of all further potential claims against the Company shall pay to by the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Terminationamong other things.

Without Cause. Either party may terminate this Agreement immediately without cause by giving written notice to the other. If this Amended Agreement shall be terminated by the Company Without Cause: (a) the Company terminates under this Section 7(b), then it shall pay to the Employee an amount equal to the product of (i) the Employee, 's minimum annual base salary in a lump sum in cash within 30 days after the Date of Termination, the aggregate effect as of the following amounts: date of termination, plus the greater of either (1x) if not theretofore the total annual bonus paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employeepayable, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable to the Employee under Section 4.5 this Agreement (had it been in effect) for 2001 and payable in 2002 or (y) the highest bonus paid for any year during which this Agreement was in effect ("Base Year Bonus"), times (ii) the number of this Amended Agreement if years (including partial years) remaining in the Term or the number 3 (three), whichever is greater. The Company shall make such payment in a lump sum on or before the fifth day following the date of termination, or as otherwise directed by the Employee’s employment . In addition, all options granted to the Employee which had not terminated, to be paid no later than 21/2 months after the end vested as of the calendar year date of termination hereunder shall vest immediately and the Company shall maintain in full force and effect for the continued benefit of the Employee for the number of years (including partial years) remaining in the Term, or 3 years, whichever is greater, all employee benefit plans and programs in which the Employee was entitled to participate immediately prior to the date of termination, provided that the Employee's continued participation is possible under the general terms and provisions of such expenses were incurred; and (c) for plans and programs. In the 12-month period commencing on event that the Date of TerminationEmployee's participation in any such plan or program is prohibited, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits shall, at its expense, arrange to provide the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal benefits substantially similar to those which the Employee would otherwise have been provided entitled to them receive under such plans and programs for which his continued participation is prohibited. If the Employee terminates under this Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c7(b), to the extent possible, all insurance premium and/or benefit payments by then the Company shall be made so as obligated to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, pay the Employee shall pay the premiums for such coverage and minimum annual base salary due him through the Company shall reimburse the Employee for the Company portion date of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefittermination. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If Notwithstanding any other provision of this Amended Agreement Section 5, the Board shall have the right to terminate Employee's employment with Employer at any time, but in the event of such termination, Employee shall be terminated by the Company Without Cause: entitled to receive (a1) the Company shall pay to the Employee, in a lump sum in cash within 30 days after payment of an amount equal to the Date sum of Termination, (A) the aggregate Base Salary through the date of termination and any Incentive Compensation for the following amounts: (1) if prior year to the extent not theretofore paid, the Employee’s Base Salary (as in effect on the Date of TerminationB) through the Date of Termination; and (2) in the case of any compensation previously deferred by Employee (together with any accrued interest or earnings thereon), (C) one hundred and fifty percent (150%) of one (1) years current Base Salary, (D) one hundred and fifty percent (150%) of the Employeeprevious year's Incentive Compensation, all amounts of such compensation previously deferred and (E) any accrued vacation earned and not yet paid by as of the Company shall be paid in accordance with the plan documents governing such deferrals; termination date, and (b2) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year of Employee's termination, payment of a prorated portion, based on the number of weeks during the year in which Employee was employed by Employer, of the Incentive Compensation that would be payable in respect of such expenses were incurred; and year (c) for the 12-month period commencing based on the Date criteria applicable for that year). Furthermore, Employee shall receive continuing participation for a period of Termination, one (1) year from the Company shall pay date of termination at Employer expense in those Additional Benefits in which Employee was enrolled at the Company portion time of any premiums and shall otherwise continue such termination. In consideration of the receipt of the severance benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth described in this subsection paragraph, and as a precondition to their receipt, Employee agrees to execute a release in the form attached hereto as Exhibit A (cthe "Release"), to the extent possible, all insurance premium and/or benefit payments by the Company . Employee shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as granted a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a selftwenty-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th one (21) day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements period (or any other time period required by applicable law) in which to review and study the Release and consult with an attorney prior to executing the Release. The severance benefits under described in this Section 6.3(c5(d) shall be subject payable to Employee within eight (8) days (or any other time period required by applicable law) after Employee's execution of the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitRelease. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. At any time during the Term, the Company shall have the right to terminate the Term and to discharge the Employee without Cause effective upon delivery of written notice to the Employee. If this Amended Agreement shall be Employee is terminated by the Company Without during the Term without Cause: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate Employee shall be entitled to receive (i) continued payment of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on less applicable taxes and withholdings required by law) for a period of twelve (12) months following the Date date of Termination) termination or through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for Term, whichever is greater, payable when and as the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which same would have been provided to them due and payable under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in terms of this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums Agreement but for such coverage termination; provided, however, if Employee is a full-time resident of Mecklenburg County North Carolina, or any county bordering Mecklenburg County, North Carolina, on the date of termination of employment, Employee will be entitled to continued payment of his Salary (less applicable taxes and withholdings required by law) for a period of fifteen (15) months following the Company shall reimburse date of termination of employment or through the Employee for the Company portion end of the cost of such premiums by Term, whichever is greater payable when and as the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder same would have expired, the Employee been due and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under the terms of this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums Agreement but for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; terminationand (ii) any amount reimbursable or paid in one tax year shall not affect then unpaid Bonus then due and payable to Employee pursuant to the amount to be reimbursed or paid in another tax year; terms of the Bonus Plan, if any (iii) if Employee is reimbursed for any expenses hereunder, he must provide and otherwise the Company with reasonable documentation shall have no further obligations hereunder from and after the date of such expenses; (iv) payments for such expenses will termination). The parties agree that the Employee shall only be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) entitled to the payments under this paragraph canas long as the Employee is, and following termination of his employment remains, in strict compliance with the provisions of Sections 3, 4, 5 and 7 of this Agreement. Employee acknowledges that if he is terminated without Cause, he will not be substituted for another benefit. (d) the entitled to payment of any other benefits by Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date date of Terminationtermination.

Without Cause. If The Company may terminate Employee's employment under this Amended Agreement shall be terminated at any time without cause by the Company Without Cause: (a) the Company shall pay to the Employee, in giving Employee a lump sum in cash within 30 days after the Date Notice of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (Termination as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable provided under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which 7 hereof. In such expenses were incurred; and (c) for the 12-month period commencing on the Date of Terminationevent, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits Employee severance pay (“Severance Pay”) equal to the Employee and/or the Employee’s family remaining Base Salary for the Initial Term or for any Renewal Term, as applicable, in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each following payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the followingschedule: (i) if Employee’s employment is terminated within two (2) years following a “change in control” (as defined below), the Severance Pay will be paid in one lump sum six (6) months following Employee’s termination of employment; (ii) in all amounts other cases, Severance Pay shall be paid to Employee in equal installments on the Company’s regular payroll dates, with such installments to commence six (6) months after Employee's termination of employment (at which time Employee will receive a lump sum amount equal to the monthly payments that would have been paid during such six month period); provided, however, that if the payment of the Severance Pay meets an exemption under Internal Revenue Code Section 409A concerning the timing of payment of severance compensation, then the payment of the Severance Pay will commence (or be paid, in the case of a change in control) upon Employee's termination of employment. In addition, Company shall pay Employee (i) his pro rata portion of any annual bonus or other compensation to which he would have been entitled for the year during which the termination occurred, such payment to be made at such time that bonuses are paid under this paragraph to all employees, or if later, six (6) months after Employee's termination of employment (unless an exception to § 409A applies); and that are includable in (ii) Employee’s income COBRA health insurance premium payments (for the same coverage that Employee had in place prior to his termination) for the duration of the COBRA continuation period, or if earlier, until the Employee becomes eligible for health insurance because of employment with a different employer. Employee shall only be paid Severance Pay, pro rata bonuses and COBRA health insurance premium payments under this Section if he signs an agreement containing a release of claims against the Company, in a form substantially similar to that included in Exhibit A, attached hereto and incorporated herein. Employee will cease to be an employee of the Company as of the date specified in the Notice of Termination, and he will not receive or accrue any benefits of employment after such date, except as provided herein. Severance Pay, pro rata bonuses and COBRA health insurance premium payments shall not be paid to the Employee if Employee owns, manages, operates, joins, contracts with, or is employed by or connected in any manner with (whether as principal, partner, shareholder, member, director, officer, employee, agent or otherwise), any business which is competitive to the business engaged in by the Company. For purposes of this Agreement, a business shall be deemed to be competitive to the business engaged in by the Company if such expenses are incurred during business is engaged in the 2 year period after the Termination Date; (ii) any amount reimbursable same or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide similar business activities conducted by the Company with reasonable documentation of such expenses; in the same geographical area in which the Company conducts its business operations (ivor is actively pursuing business operations) payments for such expenses will be made in cash promptly after at the expenses are incurred but in no event later than the end time of Employee’s taxable year following termination of employment. For purposes of this section, a "Change in Control" shall be consistent with regulations issued under Internal Revenue Code section 409A (the tax year "409A regulations") and shall mean the occurrence of a "Change in which the expenses are incurred; and (v) Ownership of the payments under this paragraph cannot be substituted for another benefit. (d) Company," a "Change in Effective Control of the Company shall pay to Company", or a "Change in the Employee, in equal semi-monthly installments, Ownership of a Substantial Portion of the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.Company's

Without Cause. If Notwithstanding any other provision of this Amended Agreement Section 5, the Board shall have the right to terminate Employee's employment with Employer at any time, but in the event of such termination, Employee shall be terminated by the Company Without Cause: entitled to receive (a1) the Company shall pay to the Employee, in a lump sum in cash within 30 days after payment of an amount equal to the Date sum of Termination, (A) the aggregate Base Salary through the date of termination and any Incentive Compensation for the following amounts: prior year to the extent not (1) if not theretofore heretofore paid, the Employee’s Base Salary (as in effect on the Date of TerminationB) through the Date of Termination; and (2) in the case of any compensation previously deferred by Employee (together with any accrued interest or earnings thereon), (C) one hundred percent (100%) of one (1) years current Base Salary; (D) one hundred percent (100%) of the Employeeprevious year's Incentive Compensation, all amounts of such compensation previously deferred and (E) any accrued vacation earned and not yet paid by as of the Company shall be paid in accordance with the plan documents governing such deferrals; termination date, and (b2) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year of Employee's termination, payment of a prorated portion, based on the number of weeks during the year in which Employee was employed by Employer, of the Incentive Compensation that would be payable in respect of such expenses were incurred; and year (c) for the 12-month period commencing based on the Date criteria applicable for that year). Furthermore, Employee shall receive continuing participation for a period of Terminationone (1) year from the date of termination at Employer expense in those Additional Benefits in which Employee was enrolled at the time of such termination. In consideration of the receipt of the severance benefit, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth described in this subsection paragraph, and as a precondition to their receipt, Employee agrees to execute a release in the form attached hereto as Exhibit A (cthe "Release"), to the extent possible, all insurance premium and/or benefit payments by the Company . Employee shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as granted a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a selftwenty-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th one (21) day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements period (or any other time period required by applicable law) in which to review and study the Release and consult with an attorney prior to executing the Release. The severance benefits under described in this Section 6.3(c5(d) shall be subject payable to Employee within eight (8) days (or any other time period required by applicable law) after Employee's execution of the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitRelease. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated by The Company in its sole discretion may terminate Executive’s employment without Cause (as defined above) or prior warning immediately upon written notice from the Company Without Cause: to Executive. In such event, if such termination occurs prior to, or more than thirteen (a13) months following, the effective date of a Change in Control (as defined in Section 4(c) below), the Company shall pay to Executive all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurred by Executive prior to the Employeeeffective date of termination, and provided that such termination is a “separation from service” as such term is defined in a lump sum Code Section 409A(a)(2)(A)(i) and the applicable guidance thereunder, contingent upon Executive’s delivery to the Company of an effective Release and Waiver as provided in cash within 30 days after the Date of TerminationSection 3(e) below, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid also provide the following benefits to Executive: (i) severance consisting of continued payment of Executive’s base salary at the rate in accordance with effect as of the plan documents governing such deferrals; effective date of termination, less standard deductions and withholdings, for a period of nine (b9) months following the Company shall, promptly upon submission by the Employee effective date of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminatedtermination, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal (provided, however, that any such payments otherwise scheduled to those which be made prior to the effective date of the Release and Waiver shall accrue and be paid in the first payroll period that follows such effective date); (ii) to the extent that Executive is eligible to continue medical benefits under COBRA and upon timely election by Executive complying with COBRA and to the extent it does not result in a penalty to the Company, reimbursement by the Company, within thirty (30) days of the Company’s receipt of evidence of Executive’s payment for the prior month, of the Company’s portion of the premiums required to continue Executive’s medical, dental and vision insurance coverage to the extent permitted by COBRA for a period of nine months following the date of termination (with Executive being responsible to pay that amount of the portion of the premiums, if any, that Executive would have been provided responsible to them under Section 4.4 pay if Executive had remained an employee during such period) or, if earlier, the Employee’s date that Executive accepts full time employment with another employer; and (iii) immediate acceleration of the vesting of options to purchase Common Stock granted to Executive prior to the effective date of such termination (the “Options”) such that Executive shall be deemed vested as to the same number of shares as if Executive had not been terminatedcontinued to be employed by the Company for a period of nine months following the effective date of such termination and all vested options held by Executive shall remain exercisable until the one year anniversary of the date of cessation of service. With respect As a condition to receiving the continuing benefits set forth specified in this subsection (cSection 3(d), to the maximum extent possiblepermitted by applicable law, all insurance premium and/or benefit payments by Executive shall not induce any employee of the Company to leave the employ of the Company. Each payment under this Section 3(d) shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as considered a separate payment under Code and not one of a series of payments for purposes of Section 409A. Subject to Section 5, any amount due to Executive pursuant to this Section 3(d) during the 60-day period following Executive’s termination without Cause shall be paid to Executive in a single lump sum on the first payroll date immediately after the end of the 60-day period. Notwithstanding the foregoing, with respect to if at any benefits time the Company determines, in its sole discretion, that are for medicalits payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law, dental or vision expenses under a self-insured planthen in lieu of paying COBRA premiums on Executive’s behalf, the Employee shall Company will pay Executive on the premiums for such coverage and last day of each remaining month of the Company shall reimburse COBRA payment period a fully taxable cash payment equal to the Employee for the Company Company’s portion of the cost COBRA premium for that month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election of such COBRA coverage or payment of COBRA premiums by and without regard to the 15th day expiration of the month COBRA payment period prior to nine months following the month such premiums are paid by the Employeetermination of Executive’s employment. After the group health benefits hereunder have expired, the Employee and his dependents Such Special Severance Payment shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date close of Termination) for 12 months after the Date of Terminationseverance period.

Without Cause. If this Amended Agreement shall be and Executive’s employment hereunder is terminated by the Company Without Cause: (awithout Cause pursuant to Section 7(e) the hereof, Company shall pay have no obligation to Executive or legal representatives of Executive other than (conditioned upon the Employee, last sentence of this Section 8(f)) (i) payment of termination compensation in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: amount equal to two (12) if not theretofore paid, the Employee’s times Executive's annual Base Salary (as Compensation in effect on the Date date of Termination) through such termination, subject to applicable withholding taxes, and payable, subject to Section 8(h), in accordance with Company’s payroll cycle during the Date of Termination; and two (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost date of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Datetermination; (ii) any amount reimbursable payment of the " target bonus," as that term is used in Company's current bonus plan for full time officers of Company, or paid its equivalent if the term or plan should be amended, which Executive would have earned each year during the two (2) year period commencing on the date of such termination, payable, subject to Section 8(h), in one tax each of the two years following the year shall not affect the amount to be reimbursed or paid in another tax yearof termination; (iii) if Employee is reimbursed continued coverage of health and medical benefits on a fully insured basis for any expenses hereundera period of two (2) years or until such time as Executive commences new employment, he must provide the Company with reasonable documentation of such expenseswhichever occurs first; (iv) payments for such expenses will be made payment of any accrued benefits or obligations owed to Executive; (v) benefits (if any) provided in cash promptly after the expenses are incurred but in no event later than the end accordance with applicable plans, programs and arrangements of Employee’s taxable year following the tax year in which the expenses are incurredCompany or as required by law; (vi) payment of reasonable professional search fees relating to Executive's outplacement; and (vvii) any outstanding equity grant(s) held by Executive at the payments under this paragraph cannot be substituted for another benefit. time of such termination as governed by the agreement or plan pursuant to which such grant(s) was issued. In consideration of the compensation and benefits payable to Executive pursuant to subsections (di), (ii), (iii) and (vi), Executive shall, as a condition to payment of such compensation and benefits, execute a general release, in form and substance reasonably acceptable to the Company, releasing the Company shall pay to and its affiliates from all claims and liabilities Executive may have against the EmployeeCompany in connection with Executive’s employment by the Company, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) except for 12 months after the Date of Terminationany accrued obligations.

Without Cause. If this Amended Agreement shall be terminated Subject to the provisions of Section 11 hereof, the Board may, by the Company Without Cause: (a) the Company shall pay written notice to the Employee, in a lump sum in cash within 30 days after the Date of Terminationimmediately terminate his employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 10 (a), (b) or (c) above, the aggregate Employee shall be entitled to receive the following compensation and benefits: (i) the salary provided pursuant to Section 2 hereof, up to the date of expiration of the following amounts: term (1including any renewal term then in effect) if not theretofore of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life, and disability benefits which the Employee would have been eligible to participate in through the Termination Date based upon the benefit levels substantially equal to those that the Company provided for the Employee at the date of termination of employment. Said sum shall be paid, at the Employee’s Base Salary (as in effect on the Date option of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by either (I) in periodic payments over the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 remaining term of this Amended Agreement Agreement, as if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s 's employment had not been terminated. With respect to benefits set forth , or (II) in this subsection one lump sum within ten (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost 10) days of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredtermination; provided however, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide by the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, Employee hereunder shall not exceed two (2) times the Employee’s Base Salary 's "average annual compensation". The Employee's "annual average compensation" shall be the average of the total annual "compensation" acquired by the Employee during each of the five (as 5) fiscal years (or the number of full fiscal years of employment, if the Employee's employment is less than five (5) years at the termination thereof) immediately preceding the date of termination. The term "compensation" shall mean any payment of money or provision of any other thing of value in effect on the Date consideration of Termination) for 12 months after the Date of Terminationemployment, including, without limitation, base compensation, bonuses, pension and profit sharing plans, directors fees or committees fees, fringe benefits and deferred compensation accruals.

Without Cause. If this Amended Agreement shall be Executive is involuntarily terminated by the Company Without Cause: , (ai) the Company Executive shall pay be entitled to the Employeecontinue to receive his full Base Salary, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) Termination Date, through the Date remainder of Termination; and the Employment Period (2as in effect immediately prior to the delivery of the Termination Notice and without regard to the automatic extension provisions of paragraph 4(a) hereof) (the "Remaining Term") so long as Executive has not breached the provisions of paragraphs 6, 7 or 8, (ii) the Company will maintain in full force and effect, for Executive's continued benefit, until the earlier of (A) the expiration of the Remaining Term or (B) Executive's 65th birthday, all life, medical and dental insurance programs in which Executive was entitled to participate so long as his continued participation is possible under the general terms and provisions of such programs (provided that, in the case event Executive's participation in any such program is barred, the Company will arrange to provide Executive with benefits substantially similar to those which he was entitled to receive under such programs) and thereafter the Company will make such insurance coverage available to Executive (at Executive's expense) until Executive attains age 65 or obtains employment with another employer that makes such (or similar) insurance available to its employees and Executive is eligible to be covered under such insurance, whichever occurs first, and (iii) notwithstanding any provision in the Annual Cash Bonus Plan to the contrary, Executive shall become fully vested and have a nonforfeitable interest in the benefits which he has accrued under the Annual Cash Bonus Plan as of compensation previously deferred the Termination Date and he shall be given full credit under the Annual Cash Bonus Plan for the benefit that he would have accrued for the plan year during which the Termination Date occurs (which determination may take into account whether Company performance goals established by the Employeeplan or its administrator for such year have been met, all amounts of such compensation previously deferred and but which may not yet paid take into account whether personal performance goals established for Executive by the plan or its administrator have been met) as if he were employed by the Company on the last day of such plan year. The amounts payable in respect of accrued benefits under the Annual Cash Bonus Plan shall be paid payable at the time provided for in, and in accordance with the plan documents governing such deferrals; provision of, the Annual Cash Bonus Plan. The amounts payable pursuant to this paragraph 5(c) in respect of Base Salary may be payable, at Executive's discretion, in one lump sum payment within 30 days following the Termination Date equal to the present value (bdetermined using a discount rate equal to the "prime" rate of interest charged by Chase Manhattan Bank in New York plus two (2) percentage points) of the payments otherwise payable pursuant to this paragraph 5(c). This paragraph 5(c) sets forth Executive's exclusive remedy for a termination of his employment Without Cause and Executive shall have no other right or remedy against the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitconnection therewith. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be terminated (i) The Board may, by the Company Without Cause: (a) the Company shall pay written notice to the Employee, immediately terminate Employee's employment at any time for a reason other than Cause, in a lump sum in cash within 30 days after which event the Date of Termination, the aggregate of Employee shall be entitled to receive the following amounts: compensation and benefits: [a] the salary provided pursuant to section 2 hereof for one (1) if not theretofore paidyear following termination (the "Severance Period") without cause; and [b] at the Bank's election, either [i] cash in an amount equal to the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by cost to the Employee of supporting documentationobtaining all health, pay or reimburse to life, disability and other fringe benefits (which may include bonuses at the discretion of the Board) that the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if eligible to participate during the Employee’s employment had not terminated, to be paid no later than 21/2 months after Severance Period in based upon the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least benefit levels substantially equal to those which would have been that the Bank provided to them for the Employee at the date of termination of employment, or [ii] continued participation under Section 4.4 if such Bank benefit plans during the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c)Severance Period, but only to the extent possible, all insurance premium and/or benefit payments by the Company Employee continues to qualify for participation therein. Compensation payable to Employee under this Section 10(d) shall be made so as payable according to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. regular payroll intervals on which the Bank pays its employees generally. (ii) Notwithstanding the foregoing, with respect the amount payable under clause (d)(i) hereof shall be reduced as follows: [a] to any benefits the extent that are for medical, dental or vision expenses under a self-insured planon the date of the Employee's termination of employment, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c)section (d) exceed any limitation on severance benefits under applicable provisions of state or federal banking laws, rules or regulations; [b] by 50% of the compensation received by Employee during the Severance Period by reason of the full‑time employment of Employee by a new employer that is a financial institution making loans to and taking deposits from the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409Ageneral public. Upon obtaining full‑time employment during the Severance Period, the Employee shall pay notify the premiums for such coverage Bank in writing of the commencement of the employment and the Company shall promptly reimburse compensation that Employee will receive respect thereto; and [c] if Employee breaches the Employee upon Employee’s submission provisions of reasonable documentation of Section 7 and fails to cure such premiumsbreach within five (5) days after written notice thereof, and the Company’s payment of such reimbursements all remaining severance compensation due under Section (d)(i) or any other benefits under this Section 6.3(c7(g) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitforfeited. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If The Corporation may terminate the Employee's employment without cause at any time during the Term. Subject to the provisions of this Amended Agreement subsection, upon such a termination without cause the vesting of the stock options previously awarded to the Employee pursuant to Section 6(b)(i)(A) hereof shall be terminated accelerated so that they become immediately fully exercisable and the Corporation's sole and exclusive obligation to the Employee other than the aforedescribed acceleration of option vesting is to pay the Employee (i) his Base Salary earned and any Discretionary Bonus declared by the Company Without Cause: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred Board and earned but not yet paid through the date of termination, (ii) an amount equal to his then current Base Salary for a period of fifteen (15) months, (iii) if the Employee is covered by the Company Corporation's healthcare policy at the time of termination, the cost of COBRA to continue such healthcare, in each case for a period of 15 months from the date of termination (clauses (ii) and (iii) are collectively referred to herein as the "Severance Payment"), (iv) reimbursable expenses (as determined in accordance with Section 6(c) hereof) incurred but not yet reimbursed through the date of termination and (v) any vacation accrued but not yet used through the date of termination. The Severance Payment shall be paid to the Employee over such 15 month period in accordance with the plan documents governing Corporation's normal payroll practices, subject to such deferrals; (b) the Company shall, promptly upon submission payroll deductions as are required by law. Benefits otherwise receivable by the Employee of supporting documentation, pay or reimburse pursuant to the Employee any costs and expenses (including moving and relocation expensesSection 7(d)(iii) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to shall be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), reduced to the extent possiblecomparable benefits are actually received by him from a subsequent employer during the fifteen month period following his termination, all insurance premium and/or benefit payments and any such benefits actually received by the Company him shall be made so as reported to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Corporation. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, provisions herein the Employee shall pay not be entitled to the premiums for such coverage and Severance Payment in the Company shall reimburse event that the Corporation terminates the Employee's employment without cause within 30 days of proceeding to discontinue its operations in which case the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such his Base Salary earned and any Discretionary Bonus declared by the Board and earned but not yet paid through the date of termination, reimbursable expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than not yet reimbursed through the end date of Employee’s taxable year following termination and any vacation accrued but not yet used through the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitdate of termination. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. 8.2.1 If this Amended Agreement the Company shall terminate Executive's employment other than (i) pursuant to Paragraph 8.2.2 or (ii) for "cause" as provided in Paragraph 8.1 above, Executive shall be terminated entitled to receive, as damages, and as his sole and exclusive right and remedy on account of such termination, the base salary to which he would otherwise have been entitled under this Agreement throughout the remaining portion of the term. Executive shall also be entitled to receive any approved unreimbursed business expenses and other employee benefits (as described above) to the date of termination. The willful and material breach by the Company Without Cause: (a) the Company shall pay of any of its material obligations under this Agreement, which breach is not fully cured promptly upon written notice to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission at Executive's election, constitute a termination of this Agreement by the Employee of supporting documentation, pay or reimburse Company without cause pursuant to the Employee provisions of this Paragraph 8.2.1. 8.2.2 In addition to any costs other rights and remedies provided by law or in this Agreement, at any time prior to a Change of Control (as defined in the Indenture dated as of March 1, 1995 with respect to the Company's outstanding 11 7/8% Senior Secured Notes) the Company may terminate Executive's employment hereunder without cause upon six months' written notice. If the Company shall terminate Executive's employment pursuant to this Paragraph 8.2.2, Executive shall be entitled to receive, as damages, and as his sole and exclusive right and remedy on account of such termination, the base salary to which he would otherwise have been entitled under this Agreement through the effective date of termination. Executive shall also be entitled to receive any approved unreimbursed business expenses and other employee benefits (including moving and relocation expensesas described above) paid or incurred to the date of termination. 8.2.3 Amounts payable by the Employee which Company under this Paragraph 8.2 shall be payable when and as the same would otherwise have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums terms hereof and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: Executive's duty to mitigate his damages by using reasonable efforts to seek other comparable employment. Compensation (iin whatever form) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred earned by Executive on account of other employment during the 2 year period after unexpired portion of the Termination Date; term of this Agreement or through the effective date of termination, as the case may be (ii) any amount reimbursable or paid without regard to when such compensation is paid), shall be applied in one tax year reduction of the Company's obligations hereunder. Executive shall not affect the amount otherwise be entitled to be reimbursed receive any further salary, bonus, expenses, benefits or paid in another tax year; (iii) if Employee is reimbursed for any expenses other compensation hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement The Company may terminate ▇▇. ▇▇▇▇▇▇'▇ employment Without Cause (as defined below) by giving him ninety days' prior written notice thereof, in which event — 8.1.1. The Company shall be terminated continue to pay him his Base Payroll Salary then in effect through December 31, 2010 or for twelve full calendar months, whichever period is longer (the "Severance Period;") 8.1.2. During the Severance Period, the Company shall continue to cover ▇▇. ▇▇▇▇▇▇ under the medical and dental plans sponsored by the Company Without Cause: for its employees with the same coverage he had immediately prior to the termination of his employment, provided that ▇▇. ▇▇▇▇▇▇ remits to the Company on a timely basis an amount equal to the applicable monthly COBRA premium (aless the COBRA administrative surcharge) for such continued coverage; and the Company shall pay to the Employee, in a lump sum in cash reimburse ▇▇. ▇▇▇▇▇▇ for any medical premium expenses incurred by him hereunder within 30 thirty days after the Date date of Terminationhis payment thereof. To the extent that any medical or dental expense or in-kind benefits provided for under this Section 8.1.2 are taxable to ▇▇. ▇▇▇▇▇▇ in a given year, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of any such compensation previously deferred and not yet paid expense shall be reimbursed to ▇▇. ▇▇▇▇▇▇ by the Company within thirty days of such expense being incurred by him, and any expenses reimbursed or in-kind benefits provided hereunder shall be paid not affect the expenses eligible for reimbursement or in-kind benefits provided in accordance with any other year. 8.1.3. The Company shall pay ▇▇. ▇▇▇▇▇▇ in the plan documents governing such deferrals; (b) manner and at the time set forth in Exhibit A, a portion of any Base Deferred Salary and of any Incentive Bonus that he would have earned had he remained an employee of the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after through the end of the calendar year in which his employment terminated, such expenses were incurredportion to be based on the number of days during such year that he was an employee of the Company; and (c) for the 12-month period commencing on the Date of Termination, the 8.1.4. The Company shall pay the Company portion of permit him to purchase any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments maintained by the Company shall be made so as for its own benefit on his life at its then cash surrender value. The foregoing severance benefits are the only benefits and payments to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits which ▇▇. ▇▇▇▇▇▇ is entitled that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion arise out of the cost termination of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable employment under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit8.1. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended This Agreement shall may be terminated by the Company Without Cause: Employer without Cause by written notice to Executive at least thirty (a30) the Company shall pay days prior to the Employeedate of termination. If this Agreement is terminated by Employer without Cause, in Executive shall be entitled to receive a lump sum payment, payable in cash within 30 twenty days after the Date effective date of Terminationsuch termination, equal to two times Executive's "Annual Compensation." Annual Compensation shall equal the aggregate total cash compensation earned by Executive during the last full calendar year prior to the date of termination, as would be required to be disclosed in a "Summary Compensation Table" pursuant to Item 402(b) of Regulation S-K under the following amounts: (1) if not theretofore paidSecurities Exchange Act of 1933, as amended, and the Employee’s Base Salary (rules and regulations thereunder, as in effect on the Date date hereof, whether or not Employer is then subject to such reporting requirements (including amounts not required to be disclosed on the basis of Termination) through immateriality such as perquisites and the Date cash value of Termination; and (2) any non-cash benefits, but excluding amounts payable pursuant to pension, or retirement plans and long-term incentive compensation awards of restricted stock or securities underlying stock options or stock appreciation rights, and the $300,000 payment made in 1997 as a special annuity sales bonus). Notwithstanding anything to the contrary in this Agreement or in the case of compensation previously deferred by Deferred Compensation Agreement, dated April 2, 1997, between Employer and Executive (the Employee"Deferred Compensation Agreement"), Annual Compensation paid to Executive in any year shall be deemed to include, for all purposes under this Agreement, any and all amounts that are not actually paid in such year, but are deferred pursuant to the Deferred Compensation Agreement and that, but for the provisions of the Deferred Compensation Agreement would have been paid in such compensation previously deferred and year, but shall not yet otherwise be deemed to include any amounts accrued as earnings under, or paid by to Executive pursuant to, the Company shall Deferred Compensation Agreement. Such amounts shall, unless otherwise specified herein, be paid in accordance with to Executive at the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay times when his salary or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which other compensation would have been payable under Section 4.5 pursuant to the terms of this Amended Agreement Agreement, but for the termination of this Agreement, except that if the Employee’s employment had any such payment is not terminated, made to be paid no later than 21/2 months after the end Executive within twenty (20) business days of the calendar year date on which it is due under the terms hereof, all such payments shall, at the option of Executive, become immediately due and payable in which such expenses were incurred; and (c) for full. In the 12-month period commencing on the Date event of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them a termination under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (cParagraph 6(b), Executive shall also be entitled to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, receive his Accrued Obligations and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary Other Benefits (as such terms are defined in effect on the Date Paragraph 6(c) of Termination) for 12 months after the Date of Terminationthis Agreement).

Without Cause. If this Amended Agreement shall be terminated Subject to the provisions of Section 11 hereof, the Board may, by the Company Without Cause: (a) the Company shall pay written notice to the Employee, in a lump sum in cash within 30 days after the Date of Terminationimmediately terminate her employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 10 (a), (b) or (c) above, the aggregate Employee shall be entitled to receive the following compensation and benefits: (i) the salary provided pursuant to Section 2 hereof, up to the date of expiration of the following amounts: term (1including any renewal term then in effect) if not theretofore of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life, and disability benefits which the Employee would have been eligible to participate in through the Termination Date based upon the benefit levels substantially equal to those that the Company provided for the Employee at the date of termination of employment. Said sum shall be paid, at the Employee’s Base Salary (as in effect on the Date option of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by either (I) in periodic payments over the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 remaining term of this Amended Agreement Agreement, as if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s 's employment had not been terminated. With respect to benefits set forth , or (II) in this subsection one lump sum within ten (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost 10) days of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expiredtermination; provided however, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide by the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, Employee hereunder shall not exceed two (2) times the Employee’s Base Salary 's "average annual compensation". The Employee's "annual average compensation" shall be the average of the total annual "compensation" acquired by the Employee during each of the five (as 5) fiscal years (or the number of full fiscal years of employment, if the Employee's employment is less than five (5) years at the termination thereof) immediately preceding the date of termination. The term "compensation" shall mean any payment of money or provision of any other thing of value in effect on the Date consideration of Termination) for 12 months after the Date of Terminationemployment, including, without limitation, base compensation, bonuses, pension and profit sharing plans, directors fees or committees fees, fringe benefits and deferred compensation accruals.

Without Cause. If this Amended Agreement shall be and Executive’s employment hereunder is terminated by the Company Without Cause: (awithout Cause pursuant to Section 6(e) the hereof, Company shall pay have no obligation to Executive or legal representatives of Executive other than (conditioned upon the Employee, last sentence of this Section 7(f)) (i) payment of termination compensation in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: amount equal to two (12) if not theretofore paid, the Employee’s times Executive's annual Base Salary (as Compensation in effect on the Date date of Terminationsuch termination, subject to applicable withholding taxes, and payable, subject to Sections 7(h) through and 7(k), in accordance with Company’s payroll cycle during the Date of Termination; and two (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost date of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Datetermination; (ii) any amount reimbursable payment of Executive’s “target bonus,” as that term is used in Company’s current bonus plan for full time officers of Company, or its equivalent if the term or plan should be amended, which Executive would have been otherwise entitled to receive during the two (2) year period commencing on the date of such termination, payable, subject to Sections 7(h) and 7(k), at such time as annual incentive bonuses are paid in one tax year shall not affect pursuant to the amount to be reimbursed or paid in another tax yearplan; (iii) if Employee is reimbursed continued coverage of medical benefits at the same cost as similarly situated active employees for any expenses hereundera period of one (1) year or until such time as Executive commences new employment, he must provide the Company with reasonable documentation of such expenseswhichever occurs first; (iv) payments for such expenses will be made payment of any accrued benefits or obligations owed to Executive; (v) benefits (if any) provided in cash promptly after the expenses are incurred but in no event later than the end accordance with applicable plans, programs and arrangements of Employee’s taxable year following the tax year in which the expenses are incurredCompany or as required by law; (vi) payment of reasonable professional search fees relating to Executive's outplacement; and (vvii) any outstanding equity grant(s) held by Executive at the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay time of such termination to the Employeeextent provided for under the agreement or plan pursuant to which such grant(s) was issued. In further consideration of the compensation and benefits payable to Executive under subsections (i), (ii), (iii), and (vi), Executive shall, as a condition to payment of such compensation and benefits, execute a general release, in equal semi-monthly installmentsform and substance reasonably acceptable to Company, the Employee’s Base Salary (as in effect on the Date of Termination) releasing Company and its Affiliates from all claims and liabilities, except for 12 months after the Date of Terminationany accrued obligations.

Without Cause. If this Amended Agreement shall The Employee’s employment with the Company may be terminated by the Company Without at any time without Cause: (a) , but in the event of any such termination pursuant to this Section 8(b), the Company shall will pay, in addition to any other amounts due hereunder, the Employee severance pay in an amount equal to the greater of (i) Employee, ’s remaining Base Compensation then in a lump sum in cash within 30 days after effect for the Date of Termination, the aggregate balance of the following amounts: term, or (1ii) if not theretofore paid, the Fifty (50%) percent of Employee’s annual Base Salary (as Compensation then in effect on effect, with such amounts to be payable upon execution and delivery of the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employeerelease described below, less all amounts of such compensation previously deferred required withholdings and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) then current payroll practices of the Company shalland applicable law or regulation. Additionally, promptly upon submission by in the event of termination without Cause, Employee of supporting documentation, pay or reimburse will be immediately vested in all stock options granted and will be under no obligation to the Employee repay any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminatedSigning Bonus. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, in the event of a termination by the Company without Cause in connection with respect a “Change of Control Event”, as defined under Section 8(d) below, then the compensation to any benefits that are for medicalEmployee provided under Section 8(d) shall govern. In addition, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee receive any accrued but unpaid vacation time for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employeecurrent Employment Year. After the group health benefits hereunder have expired, the The Employee and agrees that his dependents shall be eligible eligibility to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or receive all amounts payable under described in this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c8(b) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, contingent upon the Employee’s execution of a full and complete general release in favor of the Company and its affiliated persons and entities, satisfactory to the Company in its sole discretion; provided that such condition for receiving additional severance shall not apply to previously earned Base Salary (as in effect on Compensation and accrued but unused vacation time up to the Date date of Termination) for 12 months after the Date of Terminationtermination.

Without Cause. Either party may terminate this Agreement immediately without cause by giving written notice to the other. (i) If this Amended Agreement shall be terminated by the Company Without Cause: (a) the Company terminates under this Section 7(b), then it shall pay to the Employee an amount equal to the product of (i) the Employee's minimum annual base salary in effect as of the date of termination, plus the greater of either (x) the highest bonus paid for any year during which this Agreement was in effect, or (y) Employee's minimum base salary in effect as of the date of termination ("Base Year Bonus"), times (ii) the number of years (including partial years) remaining in the Term or the number 2 (two), whichever is greater. The Company shall make such payment in a lump sum in cash within 30 days after on or before the Date fifth day following the date of Terminationtermination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (or as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred otherwise directed by the Employee. In addition, all amounts options and restricted stock granted to the Employee which had not vested as of such compensation previously deferred the date of termination hereunder shall vest immediately and not yet paid by the Company shall be paid maintain in accordance with full force and effect for the continued benefit of the Employee for the number of years (including partial years) remaining in the Term, all employee benefit plans and programs in which the Employee was entitled to participate immediately prior to the date of termination, provided that the Employee's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Employee's participation in any such plan documents governing such deferrals; (b) or program is prohibited, the Company shall, promptly upon submission by at its expense, arrange to provide the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue with benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal substantially similar to those which the Employee would otherwise have been provided entitled to them receive under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection such plans and programs for which his continued participation is prohibited. (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the ii) If Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable terminates under this Section 6.3(c7(b), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall he will only be paid if such expenses are incurred during entitled to his minimum annual base salary due through the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation date of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefittermination. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If Notwithstanding anything to the contrary contained herein, it is agreed by the parties hereto that the Bank may at any time elect to terminate this Amended Agreement and Executive's employment by the Bank for any reason by action of its Board of Directors. Such termination shall be terminated effective upon 30 days' notice to the Executive from the Bank, and all benefits provided by the Company Without Cause:Bank to the Executive hereunder shall thereupon cease, other than (A) the benefits (i) all group health insurance maintained by the Bank to provide medical care (as defined in Section 213(d) of the Internal Revenue Code of 1986, as amended) for the Executive, his spouse and dependents shall be continued for eighteen (18) months following the effective date of such termination. The Executive shall notify the Bank or the Bank's group health plan administrator that he elects Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") continuation coverage within sixty (60) days of the later of (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date his date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; termination or (b) the Company shalldate he is given notice of his right to elect COBRA continuation coverage, promptly upon submission in order to qualify for health insurance benefits during the eighteen (18) month period following the effective date of his termination. In the event of such notification by the Employee of supporting documentationExecutive, the Bank shall pay or reimburse all premiums to the Employee any costs Bank's group health plan on behalf of the Executive on the account of such COBRA continuation coverage; and expenses (including moving and relocation expensesii) paid or incurred the Bank shall pay all premiums on all other insurance benefits maintained by the Employee which would have been payable under Section 4.5 Bank for the Executive, his spouse and dependents as delineated in subparagraph D.3 hereof for eighteen (18) months following the effective date of this Amended Agreement if such termination. It is agreed that in the Employee’s employment had not terminatedevent of such Termination without cause, to the Executive shall be paid no later than 21/2 months after a lump sum payment (net of taxes) equal to two times the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums Executive's Base Salary and shall otherwise continue benefits also be paid an amount equal to the Employee and/or the Employee’s family his accrued but unpaid bonus plus accrued but unpaid vacation days (in accordance with subparagraph D.1 hereof) and accrued ESOP in lump sum upon the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth effective date of termination of this Agreement in accordance with this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitsubparagraph F.2. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If Subject to Section 10(e) below, in the event this Amended Agreement shall be is terminated or not renewed by the Company Without Cause: without Cause prior to a Liquidity Event, the Contingent Reimbursement will be made immediately as of the effective date of such termination (aan “Undue Termination”), provided that, and only to the extent by which, (A) the Company shall sum of (i) the Board’s most recent determination of net asset value per share of the Common Shares multiplied by the number of Common Shares issued and outstanding and held of record by the Stockholders (determined for separate classes of Common Shares, if applicable), plus (ii) total Distributions declared with respect to Common Shares from the Company’s inception through the effective date of the Undue Termination, exceeds (B) the sum of (i) Invested Capital, plus (ii) the total Distributions required to pay a Priority Return to the EmployeeStockholders from the Company’s inception through the effective date of the Undue Termination, in with the amount of the Contingent Reimbursement, or allowable portion thereof, being included for purposes of calculating the Priority Return. If the Board has not determined a lump sum in cash within 30 days after net asset value per share of the Date Common Shares at the time of an Undue Termination, then the foregoing Contingent Reimbursement will be calculated and made immediately upon the Board’s determination of a net asset value per share of the Common Shares or, if a Liquidity Event occurs first, then the Contingent Reimbursement will be calculated and made pursuant to Section 10(b). In the event of an Undue Termination, the aggregate of Advisor and its Affiliates shall not be due the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), Contingent Reimbursement to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount required to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay pursuant to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Terminationforegoing.

Without Cause. This Agreement may be terminated pursuant to the terms of Section 2 or on thirty (30) days written notice (the thirtieth day following such notice being herein sometimes called the “Termination Date”) by the Company without cause, subject to the following provision. If this Amended Agreement shall be the Employee’s employment is terminated by the Company Without without Cause: , or upon Disability, the Employee shall receive an amount (athe “Severance Amount”) equal to the sum of the following: (i) twenty-four months’ Base Compensation; plus (ii) continuation of health insurance and other benefits at the expense of Company for the period for which the Employee could elect COBRA continuation coverage under the Company’s health insurance plans as a result of his termination of employment; plus (iii) the Company shall pay greater of (x) twenty-four months’ target bonus which Employee would have been entitled to receive for achieving budget for the year in which Employee’s employment was terminated and (y) the sum of the actual performance bonuses (excluding Discretionary Bonuses), if any, paid to Employee with respect to the two fiscal years immediately preceding the year in which Employee’s employment was terminated; plus (iv) full vesting of any outstanding stock options and the lapsing of any restrictions over any restricted shares owned by the Employee; provided, however, that if the Employee is terminated without Cause or if this Agreement is not renewed at the end of the Initial Term or any Renewal Term, the preceding subclause (iv) above shall not apply, except that all unvested stock options shall immediately vest as of the Termination Date. Employee will also be entitled to receive a cash payment in a lump sum within 10 days after termination of employment, or, if, on the date of such termination of employment the Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the day after the expiration of six (6) months following such termination of employment. The amount of such payment shall be the actuarially determined value of the cost of coverage under the Company’s medical, dental and vision care plans for a period equal to the difference between 24 months and the period for which the Employee could elect COBRA continuation coverage under the Company’s health insurance plans. The cash portion of the Severance Amount shall be paid to the Employee as promptly as practicable after the date of Termination and in cash no event later than ten (10) days after termination, provided that, if Employee is a “specified employee” within 30 the meaning of Section 409A of the Code, at the time of his termination of employment, then (1) no later than ten (10) days after the Date date of Termination, Employee shall be paid the aggregate cash portion of the following amounts: Severance Amount in an amount equal to no more than two times the lesser of (1A) if not theretofore paid, the sum of the Employee’s Base Salary (as annualized compensation based upon the annual rate of pay for services provided to the Company for the year preceding the year in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by which the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; ’s employment terminates (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse adjusted for any increase that was expected to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement continue indefinitely if the Employee’s employment had not terminated, ) or (B) the maximum amount that may be taken into account under a qualified plan pursuant to be paid no later than 21/2 months after the end Section 401(a)(17) of the calendar Code for the year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminatedterminates, and (2) any remaining Severance Amount shall be paid six (6) months and one (1) day following his termination of employment. With respect to benefits set forth Payment of the Severance Amount shall be in this subsection (c), to the extent possible, lieu of all insurance premium and/or benefit payments by other financial obligations of the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents all other benefits in this Agreement shall cease as of the date of termination. The Employee shall have no obligation to seek other employment or otherwise mitigate damages hereunder. For the avoidance of doubt, it is understood that the Company will pay all amounts owed to Employee prior to the date of termination, including incentive compensation earned up through the date of termination in the same manner as all other plan participants. Notwithstanding anything in the incentive compensation plan, Employee need not be employed at the date the incentive payments are made to be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRAthis payment. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage The employee and the Company company shall promptly reimburse the Employee upon Employee’s submission enter into a mutual release of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in claims against one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefittermination of employment. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. AutoZone may terminate this Agreement without Cause at any time upon notice to Employee and Employee shall cease to be an officer of AutoZone. If this Amended Agreement the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) due to the Employee’s termination by AutoZone without Cause then AutoZone shall be terminated by promptly pay or provide to the Company Without CauseEmployee: (ai) the Company shall pay Subject to Paragraph 16(c) below, two (2) years of the Employee’s then-current Base Salary, payable in substantially equal installments over the two (2) year period following the date of such Separation from Service (the “Termination Date”) (such two-year period after the Termination Date, the “Continuation Period”) in accordance with AutoZone’s regular payroll practice, which amounts shall be payable on each payroll date on which AutoZone pays salary payments to its officers, beginning with the first such payroll date after the Termination Date (the “First Payroll Date”), and any amounts that would otherwise have been paid pursuant to this Paragraph 8(a)(i) prior to such payroll date shall be paid in a lump lump-sum on the First Payroll Date; (ii) To the extent that the Employee has unvested stock options that would have otherwise vested during the Continuation Period had Employee not experienced a Separation from Service (the “Subject Stock Options”), the vesting of such Subject Stock Options shall accelerate and such Subject Stock Options shall become fully vested on the Termination Date. The Subject Stock Options and all other stock options held by the Employee that vested on or before the Termination Date may be exercised in cash within the manner set forth in the respective stock option agreements until the earlier of the 30 days after following the Date of Termination, the aggregate end of the following amounts: (1) if not theretofore paidContinuation Period or the maximum term of the respective stock option agreement, without regard to any possible early expiration resulting from the Employee’s termination of employment. Notwithstanding, the Employee’s Base Salary (as in effect on termination of employment pursuant to this paragraph shall not be considered a “Termination of Employment” pursuant to any stock option agreement for any stock option that would vest during the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of Continuation Period to cause such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferralsstock option to terminate; (biii) the Company shallContinuation of medical, promptly upon submission by the Employee dental and vision benefit coverage under a “group health plan” of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) AutoZone for the 12-month period commencing on the Date benefit of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with dependents, for the Company’s normal payroll practices at least period beginning on the Termination Date and equal to those the sum on (1) the Continuation Period and (2) the period during which would have been provided the Employee was entitled to them under Section 4.4 if elect COBRA coverage as of the Termination Date, initially pursuant to Employee’s COBRA election until the expiration of the maximum COBRA period applicable to Employee; (iv) Pay to the Employee a lump-sum amount equal, as determined by AutoZone, to two times the total aggregate annual COBRA premium costs for group medical, dental and vision benefit coverage for the Employee and the Employee’s employment had not been terminated. With spouse and dependents, in each case, as in effect with respect to benefits set forth in this subsection (c)each such individual immediately prior to such Separation from Service, to the extent possible, all insurance premium and/or benefit payments by the Company which lump-sum payment shall be made so as six (6) months after the Termination Date. For the avoidance of doubt, the payment described in this Paragraph 8(a)(iv) shall be subject to be exempt from Code Section 409Awithholding of any federal, and state, local or foreign withholding or other taxes or charges which AutoZone is required to withhold; and (v) During the Continuation Period, the Employee shall not earn any bonus payments. AutoZone shall pay Employee a prorated bonus for the purposes thereoffiscal year which includes the Termination Date calculated based on the period of time elapsed during such fiscal year until the Termination Date and the formula established by the Compensation Committee for officers for that fiscal year. Said bonus shall be paid when other officer bonuses are paid for that fiscal year, each but in no event later than the fifteenth day of the third month following the end of such fiscal year. AutoZone shall have no obligations other than those stated herein upon the termination of this Agreement and Employee hereby releases AutoZone from any and all obligations and claims except those as are specifically set forth herein. Each payment under this Paragraph 8(a) shall be treated as a separate payment under Code for purposes of Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee409A (as defined below). After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to To the extent that any reimbursement is received or to be received by Employee, such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, reimbursements shall be administered consistent with the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon following additional requirements as set forth in Treasury Regulation section 1.409A-3(i)(1)(iv): (1) Employee’s submission of reasonable documentation of such premiums, and the Companyeligibility for benefits in one taxable year will not affect Employee’s payment of such reimbursements or eligibility for benefits in any other benefits under this Section 6.3(c) shall be subject to the following: taxable year, (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii2) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation reimbursement of such expenses; (iv) payments for such eligible expenses will be made in cash promptly after on or before the expenses are incurred but in no event later than last day of the end of Employee’s taxable year following the tax taxable year in which the expenses are expense was incurred; , and (v3) the payments under this paragraph canEmployee’s right to benefits is not be substituted subject to liquidation or exchange for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement shall be Executive is involuntarily terminated by the Company Without Cause: , (ai) the Company Executive shall pay be entitled to the Employeecontinue to receive his full Base Salary, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) Termination Date, through the Date remainder of Termination; and the Employment Period (2as in effect immediately prior the delivery of the Termination Notice and without regard to the automatic extension provisions of paragraph 4(a) hereof) (the "Remaining Term") so long as Executive has not breached the provisions of paragraphs 6, 7 or 8, (ii) the Company will maintain in full force and effect, for Executive's continued benefit, until the earlier of (A) the expiration of the Remaining Term or (B) Executive's 65th birthday, all life, medical and dental insurance programs in which Executive was entitled to participate so long as his continued participation is possible under the general terms and provisions of such programs (provided that, in the case event Executive's participation in any such program is barred, the Company will arrange to provide Executive with benefits substantially similar to those which he was entitled to receive under such programs) and thereafter the Company will make such insurance coverage available to Executive (at Executive's expense) until Executive attains age 65 or obtains employment with another employer that makes such (or similar) insurance available to its employees and Executive is eligible to be covered under such insurance, whichever occurs first, and (iii) notwithstanding any provision in the Annual Cash Bonus Plan to the contrary, Executive shall become fully vested and have a nonforfeitable interest in the benefits which he has accrued under the Annual Cash Bonus Plan as of compensation previously deferred the Termination Date and he shall be given full credit under the Annual Cash Bonus Plan for the benefit that he would have accrued for the plan year during which the Termination Date occurs (which determination may take into account whether Company performance goals established by the Employeeplan or its administrator for such year have been met, all amounts of such compensation previously deferred and but which may not yet paid take into account whether personal performance goals established for Executive by the plan or its administrator have been met) as if he were employed by the Company on the last day of such plan year. The amounts payable in respect of accrued benefits under the Annual Cash Bonus Plan shall be paid payable at the time provided for in, and in accordance with the plan documents governing such deferrals; provision of, the Annual Cash Bonus Plan. The amounts payable pursuant to this paragraph 5(c) in respect of Base Salary may be payable, at Executive's discretion, in one lump sum payment within 30 days following the Termination Date equal to the present value (bdetermined using a discount rate equal to the "prime" rate of interest charged by Chase Manhattan Bank in New York plus two (2) percentage points) of the payments otherwise payable pursuant to this paragraph 5(c). This paragraph 5(c) sets forth Executive's exclusive remedy for a termination of his employment Without Cause and Executive shall have no other right or remedy against the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitconnection therewith. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement Employee’s employment with Unitek shall be terminated by terminate upon Unitek giving written notice to Employee of the Company Without termination of such employment without Cause: ; provided, however, in the event of termination without Cause, (aA) the Company Unitek shall pay to the Employee, in Employee as soon as practicable (allowing Unitek a lump sum in cash within 30 days after the Date reasonable period of Termination, the aggregate time to calculate such amounts) any and all of the following amounts: (1) if not theretofore paid, the Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery of a Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (as at the rate then in effect on effect) for the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the EmployeeSeverance Period, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the plan documents governing date of such deferrals; (b) termination, the Company shall, promptly upon submission by operational and financial milestones established for the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of Bonus for the calendar year in which Employee is so terminated; and to the extent such expenses were incurred; and (c) for operational and fmancial milestones are being achieved at the 12-month period commencing on the Date time of Terminationsuch termination, the Company Unitek shall pay Employee the Company applicable pro-rata portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family such Bonus in accordance with the CompanyUnitek’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminatedthen current bonus payment practices. With respect to benefits set forth in this subsection (c)In addition, to the extent possible, 100% of all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following unvested Awarded Securities shall accelerate, vest and pay as of the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the date of Employee’s Base Salary (as in effect on the Date termination of Termination) for 12 months after the Date of Terminationemployment without Cause.

Without Cause. If this Amended Agreement shall be Executive is involuntarily terminated by the Company Without Cause: , (ai) the Company Executive shall pay be entitled to the Employeecontinue to receive his full Base Salary, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) Termination Date, through the Date remainder of Termination; and the Employment Period (2as in effect immediately prior to the delivery of the Termination Notice and without regard to the automatic extension provisions of paragraph 4(a) hereof) (the "Remaining Term") so long as Executive has not breached the provisions of paragraphs 6, 7 or 8, (ii) the Company will maintain in full force and effect, for Executive's continued benefit, until the earlier of (A) the expiration of the Remaining Term or (B) Executive's 65th birthday, all life, medical and dental insurance programs in which Executive was entitled to participate so long as his continued participation is possible under the general terms and provisions of such programs (provided that, in the case event Executive's participation in any such program is barred, the Company will arrange to provide Executive with benefits substantially similar to those which he was entitled to receive under such programs) and thereafter the Company will make such insurance coverage available to Executive (at Executive's expense) until Executive attains age 65 or obtains employment with another employer that makes such (or similar) insurance available to its employees and Executive is eligible to be covered under such insurance, whichever occurs first and (iii) notwithstanding any provision in the Annual Cash Bonus Plan to the contrary, Executive shall become fully vested and have a nonforfeitable interest in the benefits which he has accrued under the Annual Cash Bonus Plan as of compensation previously deferred the Termination Date and he shall be given full credit under the Plan for the benefit that he would have accrued for the plan year during which the Termination Date occurs (which determination may take into account whether Company performance goals established by the Employeeplan or its administrator for such year have been met, all amounts of such compensation previously deferred and but which may not yet paid take into account whether personal performance goals established for Executive by the plan or its administrator have been met) as if he were employed by the Company on the last day of such plan year. The amounts payable in respect of accrued benefits under the Annual Cash Bonus Plan shall be paid payable at the time provided for in, and in accordance with the plan documents governing such deferrals; provision of, the Annual Cash Bonus Plan. The amounts payable pursuant to this paragraph 5(c) in respect of Base Salary may be payable, at Executive's discretion, in one lump sum payment within 30 days following the Termination Date equal to the present value (bdetermined using a discount rate equal to the "prime" rate of interest charged by Chase Manhattan Bank in New York plus two (2) percentage points) of the payments otherwise payable pursuant to this paragraph 5(c). This paragraph 5(c) sets forth Executive's exclusive remedy for a termination of his employment Without Cause and Executive shall have no other right or remedy against the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitconnection therewith. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If The Company may terminate this Amended Agreement shall be terminated without cause by the Company Without Cause: giving thirty (a30) the Company shall pay days written notice to the Employee, and such notice having been given, this Agreement shall terminate in accordance therewith. In the event of termination under this subsection (d), Employee will be entitled to accrued but unpaid Base Salary and bonus and accrued benefits through the date of termination plus he will be entitled to receive as severance payments equal to twelve months of Base Salary from the Date of Termination (hereinafter defined; the “Severance Payment”), such amount to be paid monthly in accordance with the Company’s then current payroll practices;provided however, that if termination without cause is in within 6 months before or at any time following a lump sum Change in cash Control as defined in subparagraph (g) hereof, the Severance Payment shall be paid in full upon the Date of Termination. Upon termination of Employee’s employment without cause, except for the obligations set forth in this subsection d), the obligation of the Company to make any further payments or to provide any further benefits to Employee under this Agreement will cease and terminate. Notwithstanding the foregoing, in no event shall Employee be entitled to receive any Severance Payment described in subparagraph (d) (the “Conditional Severance”) unless he executes a General Release and Agreement prepared by the Company in customary form (the “Release”) and such Release is not revoked. Employee shall be eligible for Conditional Severance only if the executed Release is returned to the Company and becomes irrevocable within 30 60 days after the Date of Termination. Until the Release has become irrevocable, any such Conditional Severance shall be held and not provided by the Company. Any Conditional Severance that would have been payable in the absence of the foregoing Release requirement, but which is not paid because such Release has not yet become irrevocable, will be paid after such Release becomes irrevocable, and thereafter, all of the Conditional Severance shall be paid in accordance with the applicable provisions of subparagraph (d). If Employee fails to return the Release to the Company in sufficient time so that it becomes irrevocable within 60 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on rights to the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company Conditional Severance shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Terminationforfeited, the Company shall pay have the right to cease providing any part of the Conditional Severance, and Employee shall be required to immediately repay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitConditional Severance already provided. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.

Without Cause. If this Amended Agreement GXS terminates Employee without “Cause,” the Employee shall be terminated entitled to payment of Base Salary earned and unpaid as of the date of termination, and an amount equal to a pro-rata portion (based on the bonus plan year) of the Employee’s most recent bonus paid (i.e., for the prior bonus plan year) under the Management Bonus Plan less any payment made under the current year plan. In addition, the Employee shall be entitled to the following severance payments and benefits (“Severance”): (i) an amount equal to twelve (12) months of the Employee’s most recent Base Salary; (ii) an amount equal to 100% of the Employee’s most recent bonus paid under the Management Bonus Plan; and (iii) should the Employee elect COBRA continuation coverage under GXS’s health plan, payment by GXS for a period of twelve (12) consecutive months following termination of the Company Without Cause: same amount paid by GXS towards the premium expense during Employee’s employment. Employee’s right to all other benefits provided for hereunder shall cease as of the effective date of the termination, unless otherwise required by law. Payment of the amounts described in (ai) and (ii) above shall be made in approximately equal installments bi-weekly following the Company date of termination. Notwithstanding anything in this paragraph or elsewhere in this Agreement, the Employee shall pay not be entitled to and shall not receive any Severance payments and benefits unless the Employee executes (and, as appropriate, does not revoke) a Separation Agreement (which shall include a General Release of claims) acceptable to GXS and in substantially the same form as the Separation Agreement attached hereto. Payment of Severance under this paragraph shall be the exclusive severance benefits available to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to in lieu of any other premiums severance or amounts payable under this Section 6.3(c)layoff benefit, or similar benefit, offered by GXS to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiumsits employees, and the Company’s payment of such reimbursements Employee hereby waives the right to receive any severance or layoff benefit under any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable plan, policy or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefitpractice. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.