Common use of Continued Employment Clause in Contracts

Continued Employment. Vesting of the VDI Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting Payment of the VDI Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5Period. You will forfeit your right to receive any part of the VDI Award if it which has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant datedeath, (ii) your Disability has occurred more than one year from the grant dateoccurred, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in of Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, Period as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will shall continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as vesting dates described in Section 4, notwithstanding such termination. Subject The VDI Awards set forth in this Agreement shall immediately vest and become payable (provided that such awards have not previously been forfeited pursuant to the one year holding period described provisions in this paragraphAgreement), if your employment with the Company or its subsidiaries is terminated on account of your death death, your Disability occurs or your Disability, the VDI Award will vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination occurs within two (2) years after following a Change in of Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) . However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Controlcircumstances, any VDI Award Awards held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting of the VDI Performance Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company4. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or any of its subsidiaries is terminated on account terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each as defined below and as determined by the Committee in accordance with the Plan, then as of the date of such termination any unvested Performance Award shall be forfeited by you in exchange for no additional consideration or payment. If your employment with the Company or any of its subsidiaries terminates during the Retention Period by reason of your death or your Disability, each as determined by the VDI Committee in accordance with the Plan, then any portion of this Performance Award will which has yet to become vested shall [vest and continue to become payable in accordance with its terms on the 1 Awards may also be payable in cash, in which case no units will be established. 2 For awards payable in cash, payment will be made “generally on the same date that other executive incentives are paid, if any.” Vesting Date as described in section 4 (provided that such award has not previously been forfeited 3.]3 If prior to the Performance Award becoming vested in full pursuant to Section 3 hereof, your employment with the provisions Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Agreement)Performance Award which has yet to become vested shall continue to vest over the Retention Period and become payable in accordance with the terms hereof on the Vesting Date as described in Section 3. In the event that you incur a Qualifying Termination within two years after a Change in Control of the CompanyTermination, the VDI Performance Award will shall immediately vest and be paid to you based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However). Notwithstanding the foregoing and regardless of the reason for termination, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in ControlTermination, any VDI Performance Award held less than one year from the Grant Date will shall be forfeited regardless in exchange for no additional consideration or payment[; provided, however, in the event of your Retirement, this one year holding requirement may be waived by the reason for terminationCommittee, in its sole and absolute discretion, and any portion of this Performance Award which has yet to become vested shall continue to vest as set forth in the preceding paragraph]4. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Performance Award, then any portion of this Performance Award which has yet to become vested and which has not otherwise been forfeited pursuant to the provisions of this Section 4 shall immediately vest and shall be paid based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control, as soon as practicable following the Change of Control (provided that the Performance Award has not previously been forfeited pursuant to the provisions of this Section 4). Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement Retirement eligible, you will shall forfeit the unvested portion of your right to receive any unvested VDI AwardPerformance Award in exchange for no additional consideration or payment, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting of Executive shall cease to be the VDI Award is conditioned upon you remaining in the employment Chief Financial Officer of the Company and an officer or its director of any of the Company's subsidiaries for as of the Retention Period close of business on January 30, 2008. Until the earlier of January 30, 2009 or satisfying the exceptions described first day upon which Executive becomes a full-time employee of another company, or becomes a part-time employee of or a consultant to another company without compliance with Company policy (and Executive will promptly notify the Company of any such event), Executive shall remain employed by the Company in this Section 5the capacity of Vice President (the last day of such employment is referred to herein as the "Termination Date"). You During the period of time between the date hereof and the Termination Date (the "Transition Period"), Executive's sole duties and responsibilities will forfeit your right be to receive assist in the VDI Award if it has not become vested prior transition. The Company will provide Executive with such Company assets and administrative assistance as the Corporate Vice President of Human Resources may determine to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is be necessary or desirable in connection with your retirement more than one year from the grant date performance of such duties and responsibilities. Utilization of administrative assistance by Executive to secure future employment will be considered as necessary and desirable in connection with the performance of such duties and responsibilities. During the Transition Period, Executive will continue to receive all employee and executive benefits to which he is currently entitled as the Chief Financial Officer, including, without limitation: (where retirement a) base salary at his current rate, (b) pension, retirement, severance, and health and welfare benefits, (c) financial planning assistance, security and professional association dues and memberships, (d) use of the same Company-provided automobile, and (e) outplacement services commensurate with an officer position. Provided that the Termination Date is determined on or after March 28, 2008, which is the last day of FY2008, Executive will be entitled to receive a FY2008 cash bonus in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control the terms and conditions of the CompanyAnnual Management Incentive Plan (“AMIP”) and Individual AMIP 1 Target Bonus and Target Criteria letter signed by Executive on June 29, 2007. If your employment terminates during the Retention Period, but more than one year from the grant date, as Executive will not be eligible for a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable FY2009 cash bonus. With respect to the Company)12,692 restricted stock units granted to Executive on May 22, 2006 in lieu of a cash bonus and the VDI Award 11,181 shares of restricted stock granted to him on September 1, 2005 in lieu of a cash signing bonus, all such restricted stock units and shares of restricted stock that are unvested on the Termination Date will continue to vest over the Retention Period and continue to become payable in full on that date. All other equity awards shall be honored in accordance with its their terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreementconditions.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting of the VDI Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in of Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will immediately vest and continue to become payable in accordance with its terms on the Vesting Date as described in section Section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two (2) years after following a Change in of Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of in this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in of Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Awardaward, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in of Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the such Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting As of the VDI Award is conditioned upon you remaining Closing Date, Buyer agrees to cause the Company and WHI-IPA to continue to employ all Business Employees; provided, however, that, solely for purposes of Section 8.2 of this Agreement, any employees of the Company or WHI-IPA who are on short-term or long-term disability immediately prior to the Closing Date (“Employees on Leave”) shall not be deemed to be Business Employees until such employees return to active employment, provided that each such employee returns to active employment within one (1) year following the Closing Date. Until and unless such Employees on Leave become Business Employees, Seller shall retain, and neither Buyer nor any of its Affiliates shall assume, any liabilities related to the employment of the Employees on Leave. For a period of at least one (1) year following the Closing Date, each Business Employee shall be entitled to receive while in the employment of Buyer or its Affiliates (including the Company and WHI-IPA) at least the same base salary or base wage rate as were provided to such employee by the Company or its subsidiaries for WHI-IPA immediately prior to the Retention Period or satisfying Closing Date. With respect to the exceptions described in this Section 5. You will forfeit your right period commencing on the Closing Date and ending on December 31, 2011, each Business Employee shall be eligible to receive while in the VDI Award if it has not become vested prior employment of Buyer or its Affiliates (including the Company and WHI-IPA) a cash-based target annual incentive bonus opportunity that is substantially comparable in the aggregate to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with employee by the Company or WHI-IPA immediately prior to the Closing Date, and as set forth on Schedule 5.18; provided, however, that in no event shall Buyer or any of its subsidiaries Affiliates (including the Company and WHI-IPA) be required to take into account any specific performance goals under bonus plans when determining whether such bonus opportunity is terminated on account substantially comparable. Notwithstanding any provision herein to the contrary, neither Buyer nor any of your death or your Disability, its Affiliates (including the VDI Award will vest Company and WHI-IPA) shall be obligated to continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control employ any Business Employee for any specific period of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable time following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5)Closing Date.

Continued Employment. Vesting of the VDI Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or any of its subsidiaries is terminated on account terminates for any reason other than death, Retirement, Disability or a Qualifying Termination within two (2) years following a Change of Control of the Company, each as determined by the Committee in accordance with the Plan, then as of the date of such termination any unvested VDI Award shall be forfeited by you. If your employment with the Company or any of its subsidiaries terminates during the Retention Period by reason of your death or your Disability, each as determined by the Committee in accordance with the Plan, then any portion of this VDI Award will which has yet to become vested shall vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited 48. If prior to the VDI Award becoming vested in full pursuant to Section 4 hereof, you Retire from the provisions Company and you deliver a signed non-competition agreement to the Company in a form acceptable to the Company, then any portion of this Agreement)VDI Award which has yet to become vested shall continue to vest over the Retention Period and become payable in accordance with the terms hereof on the Vesting Date as described in Section 4. In the event that you incur a Qualifying Termination within two years after a Change in of Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) HoweverNotwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying Termination that occurs within two (2) years after following a Change in of Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless forfeited[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the reason for terminationCommittee, in its sole and absolute discretion, and any portion of this VDI Award which has yet to become vested shall continue to vest over the Retention Period and become payable in accordance with the terms hereof on the Vesting Date as described in Section 4]9. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Award, then any portion of this Award which has yet to become vested and which has not otherwise been forfeited pursuant to the provisions of this Section 4 will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5). Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI AwardRSUs, unless otherwise prohibited by law. Notwithstanding 5 For the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5)Senior Management Team.

Continued Employment. Vesting After Closing, Parent shall cause the Companies to continue to employ each employee of the VDI Award is conditioned upon you remaining Companies (“Company Employees”) on such terms and conditions as Parent shall determine in its sole discretion and subject to Parent’s hiring practices, and shall provide the Company Employees with benefits that are similar to similarly situated employees of Parent and its Subsidiaries, provided that if Parent, the Companies or a Subsidiary continues any Benefit Plan there shall be no duplication of benefits, and provided further that notwithstanding the foregoing, none of Parent, the Companies or any of its Subsidiaries will be required to provide retiree medical or life insurance benefits or a defined benefit pension plan benefits to any Company Employee. Nothing in this Agreement including this Section 5.11(a) shall create any new or additional right or expectation of continued employment with the Company, Parent or its Subsidiaries or otherwise modify the employment-at-will status of any individual or except as provided in the last sentence of this Section 5.11(a) require Parent or its Subsidiaries or the Companies after Closing to maintain any Benefit Plan or establish any benefit plan, policy or program. At Closing, the Companies will provide Parent with a complete list of all employees of the Companies whose employment has been terminated in the preceding 90 days prior to Closing and the reason for such termination, and in reliance on this list, Parent shall not engage in any closure, partial closure, or mass layoff with respect to the Companies within one year after the Closing, and Parent shall be responsible for, and Parent shall indemnify the Company Shareholders and the Shareholders’ Representative from and against all Claims and Losses arising under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), the Hawaii Dislocated Workers Act or any state or local law equivalent with respect to Company Employees, to the extent such Claims or Losses relate to actions taken by Parent or the Companies after the Closing. Parent shall provide, or cause the Companies to provide, severance pay in accordance with Section 5.11(a) of the Company or its subsidiaries Disclosure Schedule for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for Company Employees terminated by any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this AgreementCompanies.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting of the VDI Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or any of its subsidiaries is terminated on account terminates for any reason other than death, Retirement, Disability or a Qualifying Termination within two (2) years following a Change of Control of the Company, each as determined by the Committee in accordance with the Plan, then as of the date of such termination any unvested VDI Award shall be forfeited by you. If your employment with the Company or any of its subsidiaries terminates during the Retention Period by reason of your death or your Disability, each as determined by the Committee in accordance with the Plan, then any portion of this VDI Award will which has yet to become vested shall vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited 4. If prior to the VDI Award becoming vested in full pursuant to Section 4 hereof, you Retire from the provisions Company and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Agreement)VDI Award which has yet to become vested shall continue to vest over the Retention Period and become payable in accordance with the terms hereof on the Vesting Date as described in Section 4. In the event that you incur a Qualifying Termination within two years after a Change in of Control of the Company, the VDI Award will immediately vest and be paid to you based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for performance periods ending after the Change of Control as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) HoweverNotwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying Termination that occurs within two (2) years after following a Change in of Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless forfeited[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the reason for terminationCommittee, in its sole and absolute discretion, and any portion of this VDI Award which has yet to become vested shall continue to vest as set forth in the preceding paragraph]4. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this VDI Award, then any portion of this VDI Award which has yet to become vested and which has not otherwise been forfeited pursuant to the provisions of this Section 4 will immediately vest and will be paid based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for performance periods ending after the Change of Control as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5). Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested portion of your VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting of the VDI Performance Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company4. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or any of its subsidiaries is terminated on account terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each as defined below and as determined by the Committee in accordance with the Plan, then as of the date of such termination any unvested Performance Award shall be forfeited by you in exchange for no additional consideration or payment. If your employment with the Company or any of its subsidiaries terminates during the Retention Period by reason of your death or your Disability, each as determined by the VDI Committee in accordance with the Plan, then any portion of this Performance Award will which has yet to become vested shall [vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited 3.]3 If prior to the Performance Award becoming vested in full pursuant to Section 3 hereof, your employment with the provisions Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Agreement)Performance Award which has yet to become vested shall continue to vest over the Retention Period and become payable in accordance with the terms hereof on the Vesting Date as described in Section 3. In the event that you incur a Qualifying Termination within two years after a Change in Control of the CompanyTermination, the VDI Performance Award will shall immediately vest and be paid to you based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However). Notwithstanding the foregoing and regardless of the reason for termination, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in ControlTermination, any VDI Performance Award held less than one year from the Grant Date shall be forfeited in exchange for no additiona 1 Awards may also be payable in cash, in which case no units will be established. 2 For awards payable in cash, payment will be made “generally on the same date that other executive incentives are paid, if any.” 3 For awards payable in cash, awards shall “immediately vest and be paid to you as soon as practicable after such termination (provided that such award has not previously been forfeited regardless pursuant to the provisions of this Agreement).” l consideration or payment[; provided, however, in the reason for terminationevent of your Retirement, this one year holding requirement may be waived by the Committee, in its sole and absolute discretion, and any portion of this Performance Award which has yet to become vested shall continue to vest as set forth in the preceding paragraph]4. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Performance Award, then any portion of this Performance Award which has yet to become vested and which has not otherwise been forfeited pursuant to the provisions of this Section 4 shall immediately vest and shall be paid based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control, as soon as practicable following the Change of Control (provided that the Performance Award has not previously been forfeited pursuant to the provisions of this Section 4). Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement Retirement eligible, you will shall forfeit the unvested portion of your right to receive any unvested VDI AwardPerformance Award in exchange for no additional consideration or payment, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. 1 Awards may also be payable in cash, in which case no units will be established. 2 For awards payable in cash, payment will be made “generally on the same date that other executive incentives are paid, if any, and in no event later than March 15 of the year following the year in which is earned.” Vesting of the VDI Performance Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or any of its subsidiaries is terminated on account terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each as defined below and as determined by the Committee in accordance with the Plan, then as of the date of such termination any unvested Performance Award shall be forfeited by you in exchange for no additional consideration or payment. If your employment with the Company or any of its subsidiaries terminates during the Retention Period by reason of your death or your Disability, each as determined by the VDI Committee in accordance with the Plan, then any portion of this Performance Award will which has yet to become vested shall vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited 4.3 If prior to the Performance Award becoming vested in full pursuant to Section 4 hereof, your employment with the provisions Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Agreement)Performance Award which has yet to become vested shall continue to vest over the Retention Period and become payable in accordance with the terms hereof on the Vesting Date as described in Section 4. In the event that you incur a Qualifying Termination within two years after a Change in Control of the CompanyTermination, the VDI Performance Award will shall immediately vest and be paid to you based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However). Notwithstanding the foregoing and regardless of the reason for termination, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in ControlTermination, any VDI Performance Award held less than one year from the Grant Date will [GRANT DATE] shall be forfeited regardless in exchange for no additional consideration or payment[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the reason for terminationCommittee, in its sole and absolute discretion, and any portion of this Performance Award which has yet to become vested shall continue to vest as set forth in the preceding paragraph]4. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Performance Award, then any portion of this Performance Award which has yet to become vested and which has not otherwise been forfeited pursuant to the provisions of this Section 4 shall immediately vest and shall be paid based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control, as soon as practicable following the Change of Control (provided that the Performance Award has not previously been forfeited pursuant to the provisions of this Section 5). Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement Retirement eligible, you will shall forfeit the unvested portion of your right to receive any unvested VDI AwardPerformance Award in exchange for no additional consideration or payment, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting of the VDI Performance Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or any of its subsidiaries is terminated on account terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each as defined below and as determined by the Committee in accordance with the Plan, then as of the date of such termination any unvested Performance Award shall be forfeited by you in exchange for no additional consideration or payment. If your employment with the Company or any of its subsidiaries terminates during the Retention Period by reason of your death or your Disability, each as determined by the VDI Committee in accordance with the Plan, then any portion of this Performance Award will which has yet to become vested shall vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited 4. If prior to the Performance Award becoming vested in full pursuant to Section 4 hereof, your employment with the provisions Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Agreement)Performance Award which has yet to become vested shall continue to vest over the Retention Period and become payable in accordance with the terms hereof on the Vesting Date as described in Section 4. In the event that you incur a Qualifying Termination within two years after a Change in Control of the CompanyTermination, the VDI Performance Award will shall immediately vest and be paid to you based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However). Notwithstanding the foregoing and regardless of the reason for termination, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in ControlTermination, any VDI Performance Award held less than one year from the Grant Date will [GRANT DATE] shall be forfeited regardless in exchange for no additional consideration or payment[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the reason for terminationCommittee, in its sole and absolute discretion, and any portion of this Performance Award which has yet to become vested shall continue to vest as set forth in the preceding paragraph]. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Performance Award, then any portion of this Performance Award which has yet to become vested and which has not otherwise been forfeited pursuant to the provisions of this Section 4 shall immediately vest and shall be paid based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control, as soon as practicable following the Change of Control (provided that the Performance Award has not previously been forfeited pursuant to the provisions of this Section 5). Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement Retirement eligible, you will shall forfeit the unvested portion of your right to receive any unvested VDI AwardPerformance Award in exchange for no additional consideration or payment, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting You will enter into an amended and restated employment agreement with the Company, effective as of the VDI Award Closing, to reflect the terms and conditions of your continued employment with the Company. Other than as is conditioned upon inconsistent with matters discussed in this letter, such employment agreement will be materially identical with the existing Employment Agreement between you remaining and the Company, effective as of May 18, 1998. The employment agreement will provide that at your election you will be entitled to receive additional vested options in lieu of all or a portion of any salary increases or bonuses, on terms to be determined by the Board and communicated to you prior to the time you make such election. The employment agreement will include a provision granting you reimbursement for business use of your private aircraft, provided that either (i) you continue to use the same model aircraft you use today or (ii) the reimbursement paid to you is not materially greater than that incurred by you today ($15,000/month + $850/hour), other than on account of increases in cost which reasonably would have been expected to apply if you had continued using the same model aircraft you use today. Please sign this letter where indicated below to reflect that you agree to its terms. Once this letter has been signed by you, TNFA and TNFI, it will be a binding agreement between you and TNFA and TNFI (governed by the laws of the State of California, without regard to conflicts of law), subject only to (i) the consummation of the Transaction and (ii) as to Sections 3, 4 and 5 of this letter, approval by holders of at least 75% of the voting power of all outstanding stock of the Company or immediately following the Closing, excluding such stock owned by you and your wife (and TNFI agrees to vote its subsidiaries for equity in favor of such approval as part of the Retention Period or satisfying Closing). Although you, TNFA and TNFI agree to diligently work to execute formal documentation of the exceptions items described in this Section 5letter no later than the Closing, the failure to do so shall not obviate your, TNFA's and TNFI's obligation to comply with the terms hereof and, in the case of TNFI, to cause the Company to so comply on and after the Closing. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control As of the Company. If your employment terminates during the Retention PeriodClosing, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company whether or its subsidiaries not TNFA is terminated on account of your death or your Disability, the VDI Award will vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of merged into the Company, this letter shall become an obligation of the VDI Award will immediately vest Company and be paid TNFA and TNFI shall take any necessary action to you at target performance levels cause that to occur. This letter represents the entire agreement of the parties hereto as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions subject matter hereof as of the date of this Agreement.) Howeverletter. Sincerely, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in ControlTNF ACQUISITION, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary hereinLLC By: Xxxxxxxx X. Xxxxxxxx, in the event your employment is terminated for Cause (as defined herein)Manager /s/ Xxxxxxxx X. Xxxxxxxx ------------------------ TNF INVESTMENT, regardless of whether you are retirement eligibleLLC By: Xxxxxxxx X. Xxxxxxxx, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).Manager /s/ Xxxxxxxx X. Xxxxxxxx ------------------------ AGREED AND ACCEPTED

Continued Employment. Vesting As of the VDI Award Closing Date, Buyer agrees to, or to cause an Affiliate of Buyer to, continue to employ as a successor employer all of the employees of the Company and the Subsidiaries (including all such employees who are on vacation, leave or other authorized absence and have rights to reinstatement in accordance with the established written policies of the Company and the Subsidiaries or applicable law on return from any vacation, leave or other authorized absence), (the “Company Employees”), other than the Excluded Employees, and, to the extent not transferred to the Company or the Subsidiaries prior to the Closing Date, shall offer employment to the Affiliate Employees that are listed on Schedule 8.2(a), other than the Excluded Employees, on terms and conditions which Buyer shall determine in its sole discretion (all such employees listed in Schedule 8.2(a) who accept Buyer’s or its Affiliate’s offers of employment and all Company Employees, in each case other than the Excluded Employees, are referred to collectively as the “Transferred Employees”); provided, however, that any Company Employee and any Affiliate Employee that is conditioned upon you remaining in on short-term disability or other leave as of the Closing Date shall not become a Transferred Employee unless and until such employee returns to active employment. Effective prior to the Closing Date, Seller shall take all necessary action to (i) transfer or cause the transfer of the employment of the Affiliate Employees to the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant dateSubsidiaries, and (ii) your Disability has occurred more than one year from transfer or cause the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control transfer of the Company. If your employment terminates during of the Retention Period, but more Excluded Employees to Seller or an Affiliate of Seller (other than one year from the grant date, as a result Company or the Subsidiaries) or terminate the employment of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such terminationExcluded Employees. Subject to applicable Law, Seller shall provide Buyer with reasonable access to the one year holding period described in this paragraphfacilities and personnel records of Seller, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, and the VDI Award will vest and continue to become payable in accordance Subsidiaries with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor respect to the Company does not assume this VDI Award, Employees and the VDI Award will immediately vest and Affiliate Employees. Access will be paid at target performance levels as soon as practicable provided by Seller upon reasonable prior notice during normal business hours. Notwithstanding any provision herein to the contrary, neither Buyer nor any of its Affiliates (including the Company and the Subsidiaries) shall be obligated to continue to employ any Transferred Employee for any specific period of time following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant Closing Date, subject to the provisions of this Section 5)applicable Law.

Continued Employment. Vesting From the date hereof through the Separation Date (the “Employment Period”), Employee will remain employed at-will by the Company as its Chief Financial Officer. During the Employment Period, Employee will continue to be paid Employee’s base salary at the rate in effect on the date of the VDI Award is conditioned upon you remaining in the employment this Agreement, be eligible for all employee benefit plans available to senior executives of the Company or its subsidiaries for and be eligible to vest into the Retention Period or satisfying common units of Vacasa Employee Holdings LLC (the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i“Common Units”) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined held by Employee in accordance with applicable their terms. All payments made to Employee during the Employment Period will be subject to required withholding taxes and authorized deductions. Employee reaffirms Employee’s commitment to remain in compliance with the At-Will Employment, Confidential Information, Non-Competition, Non-Solicitation and Invention Assignment Agreement between Employee and the Company personnel policiesdated December 8, 2020 (the “Confidentiality Agreement”), or (iv) your termination is a Qualifying Termination that occurs within two years after a . The Change in Control and Retention Agreement between Employee and the Company effective as of March 1, 2021 (the Company“CICR Agreement”) shall also remain in effect during the Employment Period, except that a resignation for Good Reason (as defined in the CICR Agreement) shall no longer constitute a “Qualifying Termination” under the CICR Agreement, and the CICR Agreement is hereby deemed amended to reflect the foregoing. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing terminates Employee’s employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for without Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change CICR Agreement) before the Planned Separation Date, then Employee shall be eligible for the benefits set forth in Control the successor CICR Agreement, subject to the Company does terms and conditions thereof. Employee acknowledges and agrees that a termination of Employee’s employment on the Planned Separation Date in accordance with Section 1 of this Agreement shall not assume this VDI Awardconstitute a Qualifying Termination for purposes of the CICR Agreement. Immediately following the end of the Employment Period, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5)CICR Agreement shall terminate.

Continued Employment. Vesting of the VDI Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will immediately vest and continue be paid to become payable in accordance with its terms on the Vesting Date you as described in section 4 soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of in Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting If the Employee remains employed with the Corporation through the Effective Time, then immediately following the Effective Time, his employment shall be transferred to Parent, and he shall serve Parent as a part-time employee for the Continued Employment Period, as defined in the next sentence. The "Continued Employment Period" means the period beginning immediately following the Effective Time and ending on the second anniversary of the VDI Award Effective Time; provided, that the Employee and Parent shall each have the right to terminate the Continued Employment Period on or after the end of the 18th month after the Effective Time by giving the other written notice thereof at least 90 days before the date of termination of the Continued Employment Period. During the Continued Employment Period, the Employee shall make himself available to Parent and the Corporation for such services, relating to the integration of the Corporation into the businesses of Parent and the other Affiliated Companies, as the Chief Executive Officer of Parent shall from time to time request. Such services shall include specifically services relating to the integration of the Corporation's management team into the management structure of Parent and the other Affiliated Companies, key customer relationships, and strategic and international planning. Such services shall be performed at such times and locations as shall be mutually convenient to the Employee and Parent. In no event shall the Employee be required to perform such services for more than 20 hours per month. In consideration of such services, Parent shall pay the Employee a salary at the rate of $75,000 per year and shall reimburse the Employee for all reasonable expenses that he may incur in rendering such services, upon receipt of proper documentation thereof. It is conditioned upon you remaining expressly acknowledged and agreed that during the Continued Employment Period, the Employee shall be treated for all purposes as an employee of Parent, and shall be eligible to participate in the employment Cardinal Health Profit Sharing, Retirement and Savings Plan or any successor thereto, but shall not be entitled to receive any other compensation or employee benefits from any of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is Affiliated Companies on account of death more than one year from his service during the grant dateContinued Employment Period, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is except as a Qualifying Termination that occurs within two years after a Change in Control member of the Company. If your employment terminates during Board of Directors of Parent or as specifically provided in the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire TBA and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting of the VDI Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in of Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will immediately vest and continue be paid to become payable in accordance with its terms on the Vesting Date you as described in section 4 soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in of Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in of Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Awardaward, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in of Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting If Employee signs and does not revoke this Agreement, Amgen agrees to employ Employee from the Effective Date through the Termination Date. During this period of continued employment, Employee will no longer be Chief Financial Officer of the VDI Award is conditioned upon you remaining Company but shall serve in a non-executive capacity with the title of “Executive Vice President” reporting to the Company’s Chief Executive Officer and shall: (a) be permitted to pursue a job search; (b) perform such duties as may be assigned to Employee by the Company’s Chief Executive Officer; and (c) continue to receive the same salary and be eligible for the same benefits that Employee received and was eligible for as of the Effective Date. On Employee’s Termination Date, Amgen shall pay Employee all monies due for all earned but unpaid wages through the Termination Date and all earned, but unused vacation days Employee accrued through the Termination Date, as required by law. Employee shall not be eligible for any bonus or equity awards for services performed in 2014. Amgen reserves the right to terminate Employee’s employment before the Termination Date if Amgen reasonably determines that Employee: (i) committed an intentional act or acted with gross negligence that materially injured the business of the Company; (ii) intentionally refused or failed to follow lawful and reasonable directions of the Company’s Chief Executive Officer; (iii) engaged in gross negligence with regard to performance of Employee’s duties for the Company; or (iv) failed to follow laws, statutes, regulations, or Amgen policies applicable to the performance of Employee’s duties for the Company. Before making this determination, the Company shall provide Employee written notice of any such potential determination and a twenty (20) day period to respond and cure, if curable; provided that the Company may require a shorter response period if required to meet any legal obligations of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided determines that such award has not previously been forfeited pursuant shorter period is necessary to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with protect the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5)from material harm.