Common use of Discharge Clause in Contracts

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 12. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependents) during the 36-month period following Employee's termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)Remaining Term, 401(k), 401(m) or 415; (B) for the 36-month period after such Date of TerminationRemaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to Employee’s termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s) , and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days following the date of termination an amount equal to the product of (i) Employee’s highest bonus paid by the Company during the most recent two (2) years immediately prior to the Date of Termination orTermination, if latermultiplied by (ii) the Remaining Term, the first date on which such payment would not subject and (D) Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be considered as immediately and totally vested in any and all Options previously made to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option Company or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%its subsidiaries.

Discharge. (i) The Company may terminate this Agreement Employee’s employment in the event of Employee’s Misconduct or Disability (both as defined below) only upon written notice thereof delivered to Employee in accordance with Section 9(f) and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1212 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined below), then, except as provided in Section 9(c)(ii9(k)(i) below) then: , (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the expiration of the revocation period for the Release (as defined below), but in no event later than the fifteenth (15th) day of the third month following the year in which the Date of TerminationTermination occurs, an amount equal to three times the sum product of (1x) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3y) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)three, 401(k), 401(m) or 415; (B) for three years following the 36-month expiration of the revocation period after such Date of Terminationfor the Release, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee’s termination (if any); provided, however, the welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during such period under any other employer’s welfare plan(s) or program(s), with Employee being obligated to promptly disclose to the 36-Company any such comparable welfare benefits; and provided, further, however, that for the avoidance of doubt, the COBRA continuation period shall run concurrently with the period set forth in this Clause (B). In addition to the aforementioned compensation and benefits, (C) the Company shall pay in lump sum in cash to Employee, within fifteen (15) days following the expiration of the revocation period for the Release, but in no event later than the fifteenth (15th) day of the third month period following the year in which the Date of Termination occurs, an amount equal to the product of (x) Employee's ’s average Bonus paid by the Company during the most recent two (2) years immediately prior to the date of termination, multiplied by (y) three and (D) Employee shall be considered as immediately and totally vested in any and all Awards previously granted to Employee by Company or its subsidiaries; provided, however, with respect to Awards that are deferred compensation subject to Code Section 409A, such accelerated vesting shall not cause an acceleration of a payment or result in a change in form of payment that would violate Code Section 409A. With respect to benefits set forth under Clause (B) above, all insurance premiums and/or benefits payments made by the Company with respect to such benefits shall be made so as to be exempt from Section 409A of the Code and, for purposes thereof, each such payment shall be treated as a separate payment under Section 409A of the Code. To the extent any such payments are not exempt from Section 409A of the Code (i.e., they constitute “nonqualified deferred compensation” subject to Section 409A of the Code), such payments shall be paid by the Company according to a fixed schedule consisting of monthly installment payments. If the Company’s pre-tax payment of the premiums for such benefits would cause the Executive to be taxed on the Company’s actual cost of providing such accident and group health insurance benefits because such benefits are “self-insured,” the Company will instead pay such premiums on an after-tax basis so the premium amounts are included in the Employee’s taxable income. With respect to any such benefits actually received by Employee that are taxable and not otherwise excluded from deferred compensation under Code Section 409A, any amount reimbursable and paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year, all reimbursements shall be reported paid no later than the end of the Executive’s taxable year following the tax year in which such expenses were incurred and the reimbursements under this Section cannot be substituted for any other benefit. The Company’s obligation to make the payments and provide the benefits described in this Section 9(c)(i) is conditioned expressly on Employee’s executing (and not revoking) a general release of any and all claims arising out of or relating to Employee’s employment and termination of employment in a form reasonably satisfactory to the Company (the “Release”). If Employee fails to execute a Release within forty-five (45) days following the extent coverage and/or benefits received under a self-insured health plan later of the Company (any successor or affiliatei) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, or (ii) the first date on Employee actually receives an execution copy of such Release (which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be delivered to Employee for cancellation of all outstanding stock-based awards then held by Employee on the no later than five (5) business days following Date of Termination (collectively, "Awards"Termination), a lump sum amount in cash equal to the sum of the value or if Employee revokes such Release within seven (with respect to an option or stock appreciation right7) days following execution, the "spread"; Employee shall forfeit all payments and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%benefits described hereunder.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 12. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependents) during the 36-month period following Employee's termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value ; and (D) within 30 days after the Date of Termination, the Company shall be determined based on pay to Employee an amount equal to 36 times the trading values excess of a comparable group (i) the monthly premium payable immediately prior to the Notice of public companies as determined by the independent third party Termination for life, disability and accident benefits substantially similar to those which employee (and Employee's dependents) were receiving at such time, over (ii) the aggregate value discount applied monthly premiums(s) charged to the Executive for various factors including illiquidity, being private and minority ownership shall not exceed 15%such coverage at such time.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (as such terms are defined in below), then, subject to Section 9(c)(ii7(h) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 five business days of the Date of Termination, an the Company shall pay to Employee a lump sum amount in cash equal to three times the sum of (1) Employee's Base Compensation, Compensation and (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the CompanyEmployee's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415Target Bonus; (B) for the 36-36- month period after such Date of TerminationTermination the Company, the Company at its sole expense, shall continue to provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee no less favorable than the health plan benefits provided by the Company (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependentsor any successor) during the such 36-month period following Employee's terminationto any senior executive officer of the Company; provided, and any such benefits actually received by Employee shall be reported to the Company (further, to the extent the coverage and/or or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); and (C) within 30 days of on the Date of Termination orall then outstanding Company stock-based awards of Employee, whether under this Agreement, a Company stock plan or otherwise, shall become immediately exercisable and payable in full, as the case may be, with any performance goals associated therewith being deemed to have been achieved at the maximum levels. Notwithstanding anything in this Agreement to the contrary, if later, the first date on which such any payment to Employee in respect of a Company stock-based award would not subject give rise to a short-swing profit liability to Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, then both the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party payment and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership entitlement to payment thereof shall automatically be deferred until the earliest date at which the payment of such benefit would not exceed 15%result in a short-swing profit liability to Employee.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (as such terms are defined in below), then, subject to Section 9(c)(ii7(h) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 five business days of the Date of Termination, an the Company shall pay to Employee a lump sum amount in cash equal to three times the sum of (1) Employee's Base Compensation, Compensation and (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the CompanyEmployee's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415Target Bonus; (B) for the 36-month period after such Date of TerminationTermination the Company, the Company at its sole expense, shall continue to provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee no less favorable than the health plan benefits provided by the Company (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependentsor any successor) during the such 36-month period following Employee's terminationto any senior executive officer of the Company; provided, and any such benefits actually received by Employee shall be reported to the Company (further, to the extent the coverage and/or or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); and (C) within 30 days of on the Date of Termination orall then outstanding Company stock-based awards of Employee, whether under this Agreement, a Company stock plan or otherwise, shall become immediately exercisable and payable in full, as the case may be, with any performance goals associated therewith being deemed to have been achieved at the maximum levels. Notwithstanding anything in this Agreement to the contrary, if later, the first date on which such any payment to Employee in respect of a Company stock-based award would not subject give rise to a short-swing profit liability to Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, then both the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party payment and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership entitlement to payment thereof shall automatically be deferred until the earliest date at which the payment of such benefit would not exceed 15%result in a short-swing profit liability to Employee.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee's termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)Remaining Term, 401(k), 401(m) or 415; (B) for the 36-month period after such Date of TerminationRemaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to Employee's termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's dependents) during the 36-month such period following Employeeunder any other employer's terminationwelfare plan(s) or program(s) , and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days following the date of termination an amount equal to the product of (i) Employee's highest bonus paid by the Company during the most recent two (2) years immediately prior to the Date of Termination orTermination, if latermultiplied by (ii) the Remaining Term, the first date on which such payment would not subject and (D) Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be considered as immediately and totally vested in any and all Options previously made to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option Company or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%its subsidiaries.

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company upon notice as provided in Section 12. However, in the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's ’s Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's ’s 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's ’s dependents) during the 36-month period following Employee's ’s termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "“whole" ” on a net after tax basis, with such make whole payments to be made during the month of the related health care coverage); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "“Awards"”), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "“spread"”; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's ’s stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee; and (D) within 30 days after the Date of Termination, the Company shall pay to Employee an amount equal to 36 times the excess of (i) the monthly premium payable immediately prior to the Notice of Termination for life, disability and accident benefits substantially similar to those which employee (and Employee’s dependents) were receiving at such time, over (ii) the aggregate monthly premiums(s) charged to the Executive for such coverage at such time. The fair market value Each of the payments described in Section (A) — (D) of this Section shall be determined based on deemed to be separate payments for purposes of Section 409A of the trading values Internal Revenue Code of a comparable group of public companies 1986, as determined by amended (the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%“Code”).

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee's termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)three, 401(k), 401(m) or 415; (B) for three years following the 36-month period after such Date date of Terminationtermination, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to Employee's termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's dependents) during the 36-month such period following Employeeunder any other employer's terminationwelfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay in lump sum in cash to Employee for cancellation within fifteen (15) days following the date of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum termination an amount in cash equal to the sum product of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted sharei) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the CompanyEmployee's stock is not publicly traded, using a fair market value on the Date of Termination as determined average bonus paid by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on during the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.most recent two (2)

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by only in the Company event of Employee's Misconduct or Disability (both as defined below) upon written notice as provided thereof delivered to Employee in accordance with Section 129(f) and Section 12 hereof. However, in In the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to terminationEmployee's termination (in the event a Corporate Change occurs prior to January 1, (3) an amount equal to 2005, the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17Base Compensation shall be $500,000), 401(k)multiplied by (ii) three, 401(m) or 415; (B) for three years following the 36-month period after such Date date of Terminationtermination, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee's termination (if any); however, the welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's dependents) during the 36-month such period following Employeeunder any other employer's terminationwelfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay in lump sum in cash to Employee for cancellation within fifteen (15) days following the date of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum termination an amount in cash equal to the sum product of (i) Employee's average Bonus paid by the value Company during the most recent two (2) years immediately prior to the date of termination (in the event that the date of termination is on or before December 31, 2004 and no Bonus has been paid with respect to an option or stock appreciation rightthe fiscal year ending December 31, 2004 as of the date of termination, the "spread"; Bonus shall be equal to the Base Compensation for purposes of this section and in the event that the date of termination is after December 31, 2004 and on or before December 31, 2005 and no Bonus has been paid with respect to restricted stock or phantom stockthe fiscal year ending December 31, 2005, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable Bonus with respect to the Company and Employee. The fair market value fiscal year ending December 31, 2005 shall be determined based on equal to the trading values Base Compensation for purposes of a comparable group of public companies this section), multiplied by (ii) three and (D) Employee shall be considered as determined immediately and totally vested in any and all Options previously made to Employee by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Company or its subsidiaries.

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company upon notice as provided in Section 1211. However, in the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii8(c)(ii) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's ’s Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's ’s 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's ’s dependents) during the 36-month period following Employee's ’s termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "“whole" ” on a net after tax basis, with such make whole payments to be made during the month of the related health care coverage); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "“Awards"”), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "“spread"”; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's ’s stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee; and (D) within 30 days after the Date of Termination, the Company shall pay to Employee an amount equal to 36 times the excess of (i) the monthly premium payable immediately prior to the Notice of Termination for life, disability and accident benefits substantially similar to those which employee (and Employee’s dependents) were receiving at such time, over (ii) the aggregate monthly premiums(s) charged to the Executive for such coverage at such time. The fair market value Each of the payments described in Section (A) — (D) of this Section shall be determined based on deemed to be separate payments for purposes of Section 409A of the trading values Internal Revenue Code of a comparable group of public companies 1986, as determined by amended (the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%“Code”).

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined Cause, in Section 9(c)(ii) below) the event of Employee's death or Disability, or if Employee's employment is terminated for Good Reason, then: (A) the Company shall pay in Employee immediately upon termination of Employee's employment a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount sum equal to three times the sum of (1) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415$2,500,000; (B) for the 36-month period after such the Date of TerminationTermination (as defined below), the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee no less favorable than the health plan benefits provided by the Company (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependentsor any successor) during the such 36-month period following Employee's terminationto any senior executive officer of the Company; provided, and any such benefits actually received by Employee shall be reported to the Company (further, to the extent the coverage and/or or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis; and provided, however, that such coverage shall cease if Employee obtains comparable replacement coverage (although Employee shall have no obligation to pursue such coverage); (C) the Performance Option shall become immediately vested and exercisable in full in accordance with Section 4 hereof; and (D) the remainder of the share grant listed in Section 4(c) hereof shall be payable in full provided that the number of shares to be paid to Employee or his estate, as the case may be, shall be determined by dividing the amount equal to the aggregate unpaid annual installments divided by the fair market value of a share on the Date of Termination, provided that in the event the share price is less than $22 on the Date of Termination, payment of the remaining share grant shall be in the form of cash; payment of the remaining share grant shall be made within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Termination.

Discharge. (iA) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided in Section 12delivered to Employee. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Employee’s Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: (A) ), then the Company (1) shall pay in a lump sum, sum in cash, cash to Employee, within 15 thirty (30) days of following the Date of Termination, an amount equal to three times the sum product of (1x) Employee's ’s Base CompensationCompensation as in effect immediately prior to the Date of Termination, multiplied by (y) the remaining portion of the Term, (2) an amount equal to for the highest incentive award paid or payableremaining portion of the Term, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)at its cost, 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide to Employee (and and, as applicable, Employee's ’s dependents) with life, } disability, accident and group health insurance benefits substantially similar to those which that Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice Date of Termination; provided, with however, that the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B2) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during such period under any other employer’s welfare plan(s) or program(s), with Employee being obligated to promptly disclose to the 36-month period following Employee's termination, and Company any such benefits actually received by comparable welfare benefits, (3) Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (considered as immediately and totally vested in any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay and all Long Term Incentives previously granted to Employee for cancellation of all outstanding stock-based awards then held by Company, and (4) Employee on will receive the Date of Termination (collectively, "Awards"Retention Amount in accordance with Section 4(c), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined Cause, in Section 9(c)(ii) below) the event of Employee's death or Disability, or if Employee's employment is terminated for Good Reason, then: (A) the Company shall pay in Employee immediately upon termination of Employee's employment a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount sum equal to three times the sum of (1) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415$2,500,000; (B) for the 36-month period after such the Date of TerminationTermination (as defined below), the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee no less favorable than the health plan benefits provided by Company (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependentsor any successor) during the such 36-month period following Employee's terminationto any senior executive officer of Company; provided, and any such benefits actually received by Employee shall be reported to the Company (further, to the extent the coverage and/or or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis; and provided, however, that such coverage shall cease if Employee obtains comparable replacement coverage (although Employee shall have no obligation to pursue such coverage); (C) on the Date of Termination all then outstanding Company stock-based awards of Employee, whether under this Agreement, a Company stock plan or otherwise, shall become immediately exercisable and payable in full, as the case may be, with any performance goals associated therewith being deemed to have been achieved at the maximum levels and all restrictions removed with respect thereto (including without limitation with respect to any options that would otherwise vest in accordance with performance goals and any grants of restricted stock that shall have been granted prior to the Effective Date); (D) the remainder of the share grant listed in Section 4(c) of the Original Agreement shall be payable in full provided that the number of shares to be paid to Employee or his estate, as the case may be, shall be determined by dividing the amount equal to the aggregate unpaid annual installments divided by the fair market value of a share on the Date of Termination, provided that if the fair market value of a share on the Date of Termination is less than the amount equal to the product of $22 and the Plains Price Adjustment Factor as defined in the Employee Matters Agreement, payment of the remaining share grant shall be in the form of cash; payment of the remaining share grant shall be made within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(bTermination; and (E) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to reimburse Employee for cancellation of all outstanding stock-based awards then held by Employee on expenses incurred prior to the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Termination.

Discharge. (i) The Company may terminate this Agreement Employee’s employment in the event of Employee’s Misconduct or Disability (both as defined below) only upon written notice thereof delivered to Employee in accordance with Section 8(f) and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined below), then, except as provided in Section 9(c)(ii8(j)(i) below) then: , (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the expiration of the revocation period for the Release (as defined below), but in no event later than the fifteenth (15th) day of the third month following the year in which the Date of TerminationTermination occurs, an amount equal to three times the sum greater of (1i) Employee's one year of the then Employee Base Compensation, Compensation as of the Termination Date and (2ii) an amount equal to the highest incentive award paid or payable, as the case may be, remaining Employee Base Compensation owed to Employee under the Company's Incentive Compensation Plan during the current year balance of the Term, and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for six months following the 36-month expiration of the revocation period after such Date of Terminationfor the Release, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee’s termination (if any); provided, however, the benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and and/or Employee's ’s dependents) during such period under any other employer’s plan(s) or program(s), with Employee being obligated to promptly disclose to the 36-month Company any such comparable benefits; and provided, further, however, that for the avoidance of doubt, the COBRA continuation period following Employee's terminationshall run concurrently with the period set forth in this Clause (B). In addition to the aforementioned compensation and benefits, Employee shall be considered as immediately and totally vested in any and all Awards previously granted to Employee by Company or its subsidiaries; provided, however, with respect to Awards that are deferred compensation subject to Code Section 409A, such accelerated vesting shall not cause an acceleration of a payment or result in a change in form of payment that would violate Code Section 409A. With respect to benefits set forth under Clause (B) above, all insurance premiums and/or benefits payments made by the Company with respect to such benefits shall be made so as to be exempt from Section 409A of the Code and, for purposes thereof, and either each such payment shall be treated as a separate payment under Section 409A of the Code, or such payments shall be treated as medical benefits under a separation pay plan, as described under Treasury Regulation Section 1.409A-1(b)(9)(v)(B). To the extent any such payments are not exempt from Section 409A of the Code (i.e., they constitute “nonqualified deferred compensation” subject to Section 409A of the Code), such payments shall be paid by the Company according to a fixed schedule consisting of monthly installment payments. If the Company’s pre-tax payment of the premiums for such benefits would cause the Executive to be taxed on the Company’s actual cost of providing such accident and group health insurance benefits because such benefits are “self-insured,” the Company will instead pay such premiums on an after-tax basis so the premium amounts are included in the Employee’s taxable income. With respect to any such benefits actually received by Employee that are taxable and not otherwise excluded from deferred compensation under Code Section 409A, any amount reimbursable and paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year, all reimbursements shall be reported paid no later than the end of the Executive’s taxable year following the tax year in which such expenses were incurred and the reimbursements under this Section cannot be substituted for any other benefit. The Company’s obligation to make the payments and provide the benefits described in this Section 8(c)(i) is conditioned expressly on Employee’s executing (and not revoking) a general release of any and all claims arising out of or relating to Employee’s employment and termination of employment in a form reasonably satisfactory to the Company (the “Release”). If Employee fails to execute a Release within forty-five (45) days following the extent coverage and/or benefits received under a self-insured health plan later of the Company (any successor or affiliatei) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, or (ii) the first date on Employee actually receives an execution copy of such Release (which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be delivered to Employee for cancellation of all outstanding stock-based awards then held by Employee on the no later than five (5) business days following Date of Termination (collectively, "Awards"Termination), a lump sum amount in cash equal to the sum of the value or if Employee revokes such Release within seven (with respect to an option or stock appreciation right7) days following execution, the "spread"; Employee shall forfeit all payments and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%benefits described hereunder.

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by whatsoever, including in the Company event of Employee’s Misconduct or Disability (both as defined below), upon written notice as provided thereof delivered to Employee in accordance with Section 129(f) (in the case of a termination in the event of Employee’s Misconduct or Disability) and Section 12 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)three, 401(k), 401(m) or 415; (B) for three years following the 36-month period after such Date date of Terminationtermination, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee’s termination (if any); however, the welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days following the date of termination an amount equal to the Date product of Termination or(i) Employee’s average Bonus paid by the Company during the most recent two (2) years immediately prior to the date of termination, if latermultiplied by (ii) three, and (D) Employee shall be considered as immediately and totally vested in any and all Options previously granted to Employee by the first date on which such payment would not subject Employee to suit under Section 16(bCompany or its subsidiaries. The group health benefits described in clause (B) of the Securities Exchange Act preceding sentence shall be provided through an arrangement that satisfies the requirements of 1934Sections 105 and 106 of the Internal Revenue Code of 1986, if applicableas amended (the “Code”), such that the benefits or reimbursements under such arrangement are not includible in Employee’s income. The Company may satisfy the requirement of the preceding sentence by providing such benefits through an arrangement that requires the Company shall offer to impute income to Employee, provided that the Company will pay a tax gross-up payment to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation rightsuch imputed income for each taxable year for which Employee has such imputed income, and such tax gross-up payment shall be made during the "spread"; and with respect month of January following each taxable year to restricted stock or phantom stock, which such imputed income relates (subject to the value requirements of an unrestricted shareSection 9(k) of all such Awardsthis Agreement). Notwithstanding the foregoing, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value the provision of the Awardbenefits described in clause (B) and of this Section 9(c)(i) cannot be provided in the case where manner described above without penalty, tax or other adverse impact on the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to then the Company and Employee. The fair market value Employee shall be determined based negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Company.

Discharge. (iA) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided in Section 12delivered to Employee. However, in (B) In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Employee’s Misconduct or Disability (both as defined in Section 9(c)(ii) below) then), the following shall occur: (A1) the Company shall pay in a lump sum, in cash, to Employee, within 15 days pro rata over the next 24 months in accordance with the Company’s customary pay periods and subject to customary withholdings, an amount equal to the product of (x) the sum of (I) Employee’s Base Compensation as in effect immediately prior to the Date of Termination, an amount equal to three times the sum of plus (1II) Employee's Base Compensation, (2) an amount equal to the highest incentive award single bonus paid or payable, as by the case may be, Company to Employee under in the Company's Incentive Compensation Plan during the current year and the three two fiscal years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, multiplied by (y) 2.0; (2) for 18 months, the Company Company, at its sole cost, shall provide (or arrange to provide provide) to Employee (and and, as applicable, Employee's ’s dependents) with lifedental, disability, accident and life insurance, and group health insurance benefits (including ExecuCare) (collectively, “Welfare Benefits”) substantially similar to those which that Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice Date of Termination; provided, with however, that the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits Welfare Benefits otherwise receivable by Employee pursuant to this clause (B2) shall be reduced to the extent comparable benefits Welfare Benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable Welfare Benefits; and (to the extent coverage and/or benefits received under a self-insured health plan of the Company (3) Employee shall become immediately and totally vested in any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay and all Long Term Incentives granted to Employee for cancellation of all outstanding stock-based awards then held by Employee on Company prior to the Date of Termination (collectivelywhich Long Term Incentives remain subject to, "Awards"and must thereafter be exercised in accordance with, any plans governing such Long Term Incentives), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.

Discharge. (i) The Company may terminate this Agreement Employee’s employment only in the event of Employee’s Misconduct or Disability (both as defined below) upon written notice thereof delivered to Employee in accordance with Section 9(f) and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1212 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)three, 401(k), 401(m) or 415; (B) for three years following the 36-month period after such Date date of Terminationtermination, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee’s termination (if any); however, the welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay in lump sum in cash to Employee for cancellation within fifteen (15) days following the date of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum termination an amount in cash equal to the sum product of (i) Employee’s average Bonus paid by the value Company during the most recent two (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share2) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable years immediately prior to the Company date of termination, multiplied by (ii) three and Employee. The fair market value (D) Employee shall be determined based on the trading values of a comparable group of public companies considered as determined immediately and totally vested in any and all Options previously granted to Employee by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Company or its subsidiaries.

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)Remaining Term, 401(k), 401(m) or 415; (B) for the 36-month period after such Date of TerminationRemaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to Employee’s termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days following the date of termination an amount equal to the product of (i) Employee’s highest bonus paid by the Company during the most recent two (2) years immediately prior to the Date of Termination orTermination, if latermultiplied by (ii) the Remaining Term, the first date on which such payment would not subject and (D) Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be considered as immediately and totally vested in any and all options previously made to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option Company or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%its subsidiaries.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined Cause, in Section 9(c)(ii) below) the event of Employee's death or Disability, or if Employee's employment is terminated for Good Reason, then: (A) the Company shall pay in Employee immediately upon termination of Employee's employment a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount sum equal to three times the sum of the Base Compensation and last earned annual bonus (1provided, however, that if the Date of Termination (as defined below) occurs before a bonus amount has been determined for the first calendar year of Employee's Base Compensationemployment hereunder, (2) an the bonus amount equal to shall be the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17Target Bonus), 401(k), 401(m) or 415; (B) for the 36-month period after such the Date of TerminationTermination (as defined below), the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee no less favorable than the health plan benefits provided by Company (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependentsor any successor) during the such 36-month period following Employee's terminationto any senior executive officer of Company; provided, and any such benefits actually received by Employee shall be reported to the Company (further, to the extent the coverage and/or or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis; and provided, however, that such coverage shall cease if Employee obtains comparable replacement coverage (although Employee shall have no obligation to pursue such coverage); and (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectivelyall then outstanding Company stock-based awards of Employee, "Awards")whether under this Agreement, a lump sum amount Company stock plan or otherwise, shall become immediately exercisable and payable in cash equal full, as the case may be, with any performance goals associated therewith being deemed to have been achieved at the sum of the value maximum levels and all restrictions removed with respect thereto (including without limitation with respect to an option or any options that would otherwise vest in accordance with performance goals and any grants of restricted stock appreciation right, that shall have been granted prior to the "spread"Effective Date); and with respect (D) Company shall reimburse Employee for expenses incurred prior to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Termination.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee's termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)Remaining Term, 401(k), 401(m) or 415; (B) for the 36-month period after such Date of TerminationRemaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to Employee's termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's dependents) during the 36-month such period following Employeeunder any other employer's terminationwelfare plan(s) or program(s) , and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days following the date of termination an amount equal to the product of (i) Employee's highest bonus paid by the Company during the most recent three (3) years immediately prior to the Date of Termination orTermination, if latermultiplied by (ii) the Remaining Term, the first date on which such payment would not subject and (D) Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be considered as immediately and totally vested in any and all Options previously made to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option Company or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%its subsidiaries.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee's termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)three, 401(k), 401(m) or 415; (B) for three years following the 36-month period after such Date date of Terminationtermination, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to Employee's termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's dependents) during the 36-month such period following Employeeunder any other employer's terminationwelfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay in lump sum in cash to Employee for cancellation within fifteen (15) days following the date of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum termination an amount in cash equal to the sum product of (i) Employee's average bonus paid by the value Company during the most recent two (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share2) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable years immediately prior to the Company date of termination, multiplied by (ii) three and Employee. The fair market value (D) Employee shall be determined based on the trading values of a comparable group of public companies considered as determined immediately and totally vested in any and all Options previously made to Employee by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Company or its subsidiaries.

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)Remaining Term, 401(k), 401(m) or 415; (B) for the 36-month period after such Date of TerminationRemaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to Employee’s termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s) , and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days following the date of termination an amount equal to the product of (i) Employee’s highest bonus paid by the Company during the most recent two (2) years immediately prior to the Date of Termination orTermination, if latermultiplied by (ii) the Remaining Term, the first date on which such payment would not subject (D) Employee shall be considered as immediately and totally vested in any and all Options previously made to suit under Section 16(bEmployee by Company or its subsidiaries and (E) Employee will retain all portions of the Securities Exchange Act of 1934, if applicable, the Company shall offer signing bonus paid to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company upon notice as provided in Section 12. However, in the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's ’s Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's ’s 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's ’s dependents) during the 36-month period following Employee's ’s termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "“whole" ” on a net after tax basis, with such make whole payments to be made during the month of the related health care coverage); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "“Awards"”), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "“spread"”; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's ’s stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.;

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's ’s Base CompensationCompensation as in effect immediately prior to Employee’s termination, multiplied by (ii) the remaining Term, (2) an amount equal to by way of example, if the highest incentive award paid or payable, as Term of the case may be, to Employee under Employee’s employment expires 2 1/2 years after the Company's Incentive Compensation Plan during the current year and the three years prior to notice of termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed Employee’s Base Compensation should be multiplied by I.R.C. Sections 401(a)(172.5), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Terminationremaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to Employee’s termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days following the date of termination an amount equal to the product of (i) Employee’s highest annual bonus paid by the Company during the most recent two (2) years immediately prior to the Date of Termination orTermination, if latermultiplied by (ii) the Remaining Term, the first date on which such payment would not subject (D) Employee shall be considered as immediately and totally vested in any and all Long Term Incentives previously granted to suit under Section 16(bEmployee by Company or its subsidiaries and (E) Employee will retain all portions of the Securities Exchange Act of 1934, if applicable, the Company shall offer signing bonus paid to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.

Discharge. (i) The Company may terminate this Agreement Employee’s employment in the event of Employee’s Misconduct or Disability (both as defined below) only upon written notice thereof delivered to Employee in accordance with Section 8(f) and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) ), then: , (A) the Company shall continue to pay Employee his Base Salary in effect as of the Date of Termination for a lump sum, in cash, to Employee, within 15 days period of [12] months following the Date of Termination, an amount equal to three times the sum of (1) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under in accordance with the Company's Incentive Compensation Plan during ’s standard payroll procedures; provided, however, that payment shall not begin until the current year expiration of the revocation period for the Release (as defined below) has lapsed, in which case all regularly scheduled salary payments that were delayed in accordance with the preceding clause shall be paid in the payroll period immediately following the expiration of such revocation period; and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for six months following the 36-month period after such Date of Termination, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee’s termination (if any); provided, however, the benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and and/or Employee's ’s dependents) during such period under any other employer’s plan(s) or program(s), with Employee being obligated to promptly disclose to the 36-month period following Employee's termination, and Company any such comparable benefits; and provided, further, however, that for the avoidance of doubt, the COBRA continuation period shall run concurrently with the period set forth in this Clause (B). If the Company’s pre-tax payment of the premiums for such benefits actually received by would cause the Executive to be taxed on the Company’s actual cost of providing such accident and group health insurance benefits because such benefits are “self-insured,” the Company will instead pay such premiums on an after-tax basis so the premium amounts are included in the Employee’s taxable income. In addition to the aforementioned compensation and benefits, Employee shall be reported considered as immediately and totally vested in any and all Awards previously granted to Employee by Company or its subsidiaries. The Company’s obligation to make the payments and provide the benefits described in this Section 8(c)(i) is conditioned expressly on Employee’s executing (and not revoking) a general release of any and all claims arising out of or relating to Employee’s employment and termination of employment in a form reasonably satisfactory to the Company (the “Release”). If Employee fails to execute a Release within forty-five (45) days following the extent coverage and/or benefits received under a self-insured health plan later of the Company (any successor or affiliatei) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, or (ii) the first date on Employee actually receives an execution copy of such Release (which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be delivered to Employee for cancellation of all outstanding stock-based awards then held by Employee on the no later than five (5) business days following Date of Termination (collectively, "Awards"Termination), a lump sum amount in cash equal to the sum of the value or if Employee revokes such Release within seven (with respect to an option or stock appreciation right7) days following execution, the "spread"; Employee shall forfeit all payments and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%benefits described hereunder.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. In the event of such termination prior to a Change in Control, the Company shall have no obligations to Employee with respect to this Agreement other than the payment of any Base Compensation and vacation pay which had accrued hereunder at the date of Employee's termination. However, in the event that Employee's employment is terminated during the Term by the Company on or within two years following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii7(c)(ii) below) then: , subject to Sections 7(g) and (h): (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) Employee's Base Compensation, Compensation and (2) an amount equal to the highest greater of (i) Employee's target incentive award paid or payable, as the case may be, to Employee under the Company's Annual Incentive Compensation Plan during for such year or (ii) the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of average award received by Employee under the Company's 401(k) Annual Incentive Plan during for the prior three fiscal years preceding the year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415of termination; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); provided, however, the Company shall pay Employee each month during such period of continued coverage an amount that, on a net after-tax basis to Employee, is equal to the monthly premium charged Employee for such coverage and to the extent coverage and/or benefits received are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis; provided, however, benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent other comparable benefits are actually received by Employee (and Employee's dependents) during the 36-month period following Employee's termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis)Company; (C) within 30 15 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for in cancellation of all outstanding Company stock-based awards then held by of Employee which are not vested on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) determined as of the Date of Termination of all such nonvested Awards, calculated, where applicable, as if all corporate performance goals had been achieved at the maximum level (thus warranting full payment of the maximum value of the Award); and (D) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of provide to Employee outplacement services by a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%nationally recognized firm.

Discharge. (i) The Company may terminate this Agreement Employee’s employment in the event of Employee’s Misconduct or Disability (both as defined below) only upon written notice thereof delivered to Employee in accordance with Section 8(f) and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined below), then, except as provided in Section 9(c)(ii8(k)(i) below) then: , (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the expiration of the revocation period for the Release (as defined below), but in no event later than the fifteenth (15th) day of the third month following the year in which the Date of TerminationTermination occurs, an amount equal to three times the sum product of (1x) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3y) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)three, 401(k), 401(m) or 415; (B) for three years following the 36-month expiration of the revocation period after such Date of Terminationfor the Release, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee’s termination (if any); provided, however, the welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during such period under any other employer’s welfare plan(s) or program(s), with Employee being obligated to promptly disclose to the 36-Company any such comparable welfare benefits; and provided, further, however, that for the avoidance of doubt, the COBRA continuation period shall run concurrently with the period set forth in this Clause (B). In addition to the aforementioned compensation and benefits, (C) the Company shall pay in lump sum in cash to Employee, within fifteen (15) days following the expiration of the revocation period for the Release, but in no event later than the fifteenth (15th) day of the third month period following the year in which the Date of Termination occurs, an amount equal to the product of (x) Employee's ’s average Bonus paid by the Company during the most recent two (2) years immediately prior to the date of termination, multiplied by (y) three and (D) Employee shall be considered as immediately and totally vested in any and all Awards previously granted to Employee by Company or its subsidiaries; provided, however, with respect to Awards that are deferred compensation subject to Code Section 409A, such accelerated vesting shall not cause an acceleration of a payment or result in a change in form of payment that would violate Code Section 409A. With respect to benefits set forth under Clause (B) above, all insurance premiums and/or benefits payments made by the Company with respect to such benefits shall be made so as to be exempt from Section 409A of the Code and, for purposes thereof, each such payment shall be treated as a separate payment under Section 409A of the Code. To the extent any such payments are not exempt from Section 409A of the Code (i.e., they constitute “nonqualified deferred compensation” subject to Section 409A of the Code), such payments shall be paid by the Company according to a fixed schedule consisting of monthly installment payments. If the Company’s pre-tax payment of the premiums for such benefits would cause the Executive to be taxed on the Company’s actual cost of providing such accident and group health insurance benefits because such benefits are “self-insured,” the Company will instead pay such premiums on an after-tax basis so the premium amounts are included in the Employee’s taxable income. With respect to any such benefits actually received by Employee that are taxable and not otherwise excluded from deferred compensation under Code Section 409A, any amount reimbursable and paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year, all reimbursements shall be reported paid no later than the end of the Executive’s taxable year following the tax year in which such expenses were incurred and the reimbursements under this Section cannot be substituted for any other benefit. The Company’s obligation to make the payments and provide the benefits described in this Section 8(c)(i) is conditioned expressly on Employee’s executing (and not revoking) a general release of any and all claims arising out of or relating to Employee’s employment and termination of employment in a form reasonably satisfactory to the Company (the “Release”). If Employee fails to execute a Release within forty-five (45) days following the extent coverage and/or benefits received under a self-insured health plan later of the Company (any successor or affiliatei) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, or (ii) the first date on Employee actually receives an execution copy of such Release (which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be delivered to Employee for cancellation of all outstanding stock-based awards then held by Employee on the no later than five (5) business days following Date of Termination (collectively, "Awards"Termination), a lump sum amount in cash equal to the sum of the value or if Employee revokes such Release within seven (with respect to an option or stock appreciation right7) days following execution, the "spread"; Employee shall forfeit all payments and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%benefits described hereunder.

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3ii) an amount equal the Remaining Term( defined to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17be 3 years), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of TerminationRemaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health and other health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to Employee’s termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s) , and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days following the date of termination an amount equal to the product of (i) Employee’s highest bonus paid by the Company during the most recent three (3) years immediately prior to the Date of Termination orTermination, if latermultiplied by (ii) the Remaining Term, the first date on which such payment would not subject and (D) Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be considered as immediately and totally vested in any and all Long Term Incentives previously made to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option The Company or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%its subsidiaries.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii7(c)(ii) below) or Disability (as defined in Section 7(d)(i) below), then: , subject to Sections 7(h) and (i): (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) three times Employee's Base Compensation, and (2) an amount equal to the highest maximum incentive award paid or payable, as the case may be, payable to Employee under the Company's Annual Incentive Compensation Plan during for such year in lieu of any payment thereunder, assuming for purposes hereof that all performance objectives for such year had been met at the current year maximum level and the three years prior that Employee is entitled to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415a full award thereunder; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependents) during the 36-month period following Employee's termination, and any such benefits actually received by Employee shall be reported to the Company (to To the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 15 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.under

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee's termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)three, 401(k), 401(m) or 415; (B) for three years following the 36-month period after such Date date of Terminationtermination, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to Employee's termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's dependents) during the 36-month such period following Employeeunder any other employer's terminationwelfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay in lump sum in cash to Employee for cancellation within fifteen (15) days following the date of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum termination an amount in cash equal to the sum product of (i) Employee's average bonus paid by the value Company during the most recent two (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share2) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable years immediately prior to the Company and Employee. The fair market value date of termination, provided, however, that for purposes of computing such average bonus, Employee shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.deemed to have

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee's termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)three, 401(k), 401(m) or 415; (B) for three years following the 36-month period after such Date date of Terminationtermination, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to Employee's termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's dependents) during the 36-month such period following Employeeunder any other employer's terminationwelfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net within fifteen (15) days following the date of termination an amount equal to the product of (i) Employee's average bonus paid by the Company during the most recent two (2) years immediately prior to the date of termination, multiplied by (ii) three and (D) Employee shall be considered as immediately and totally vested in any and all Options previously made to Employee by Company or its subsidiaries. (ii) Notwithstanding the foregoing provisions of this Section 8, in the event Employee is terminated because of Misconduct, the Company shall have no obligations pursuant to this Agreement after tax basis); (C) within 30 days of the Date of Termination orother than the payment of any unpaid Base Compensation accrued through the Date of Termination. As used herein, if later"Misconduct" means (A) the continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, (B) the engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise (other than such conduct resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated conduct after the issuance of a Notice of Termination by Employee for Good Reason), or (C) Employee's conviction for the commission of a felony. Anything contained in this Agreement to the contrary notwithstanding, the first date on which such payment would not subject Employee to suit under Section 16(b) Chief Executive Officer of the Securities Exchange Act of 1934, if applicable, the Company shall offer have the sole power and authority to pay to Employee for cancellation terminate the employment of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum behalf of the value Company. (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.d)

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company upon notice as provided in Section 12. However, in the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's ’s Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's ’s 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's ’s dependents) during the 36-month period following Employee's ’s termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "“whole" ” on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "“Awards"”), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "“spread"”; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's ’s stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 12. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependents) during the 36-month period following Employee's termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days of following the Date of TerminationTermination(as defined herein), an amount equal to three times the sum product of (1i) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee's termination, multiplied by (3ii) an amount equal to the amount number of contributions that years in the Company would have made on behalf of Employee under the Company's 401(kRemaining Term (for this purpose, treating any partial year as a full year) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of TerminationRemaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to Employee's termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's dependents) during the 36-month such period following Employeeunder any other employer's terminationwelfare plan(s) or program(s) , and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days of following the Date of Termination oran amount equal to the product of (i) Employee's highest bonus paid by the Company during the most recent ten (10) years immediately prior to the Date of Termination, if latermultiplied by (ii) the number of years in the Remaining Term (for this purpose, the first date on which such payment would not subject treating any partial year as a full year), (D) Employee shall be considered as immediately and totally vested in any and all Options previously made to suit under Section 16(bEmployee by Company or its subsidiaries, and (E) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on within fifteen (15) days the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%sums due under Section 8.5.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. In the event of such termination prior to a Change in Control, the Company shall have no obligations to Employee with respect to this Agreement other than the payment of any Base Compensation and vaction pay which had accrued hereunder at the date of Employee's termination. However, in the event that Employee's employment is terminated during the Term by the Company on or within two years following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii7(c)(ii) below) then: , subject to Sections 7(g) and (h): (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 days of the Date of Termination, an amount equal to three two times the sum of (1) Employee's Base Compensation, Compensation and (2) an amount equal to the highest greater of (i) Employee's target incentive award paid or payable, as the case may be, to Employee under the Company's Annual Incentive Compensation Plan during for such year or (ii) the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of average award received by Employee under the Company's 401(k) Annual Incentive Plan during for the prior three fiscal years preceding the year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415of termination; (B) for the 3624-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such the coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); PROVIDED, HOWEVER, the Company shall pay Employee each month during such period of continued coverage an amount that, on a net after-tax basis to Employee, is equal to the monthly premium charged Employee for such coverage and to the extent coverage and/or benefits received are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis; PROVIDED, HOWEVER, benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent other comparable benefits are actually received recieved by Employee (and Employee's dependents) during the 3624-month period following Employee's termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis)Company; (C) within 30 15 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for in cancellation of all outstanding Company stock-based awards then held by of Employee which are not vested on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value vale of an unrestricted share) determined as of the Date of Termination of all such nonvested Awards, calculated, where applicable, as if all corporate performance goals had been achieved at the maximum level (thus warranting full payment of the maximum value of the Award); and (D) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of provide to Employee outplacement services by a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%nationally recognized firm.

Discharge. (i) The Company may terminate this Agreement Employee’s employment in the event of Employee’s Misconduct or Disability (both as defined below) only upon written notice thereof delivered to Employee in accordance with Section 8(f) and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined below), then, except as provided in Section 9(c)(ii8(j)(i) below) then: , (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the expiration of the revocation period for the Release (as defined below), but in no event later than the fifteenth (15th) day of the third month following the year in which the Date of TerminationTermination occurs, an amount equal to three times years of the sum of (1) then Employee Base Compensation owed to Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for six months following the 36-month expiration of the revocation period after such Date of Terminationfor the Release, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee’s termination (if any); provided, however, the benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and and/or Employee's ’s dependents) during such period under any other employer’s plan(s) or program(s), with Employee being obligated to promptly disclose to the 36-month Company any such comparable benefits; and provided, further, however, that for the avoidance of doubt, the COBRA continuation period following Employee's terminationshall run concurrently with the period set forth in this Clause (B). In addition to the aforementioned compensation and benefits, Employee shall be considered as immediately and totally vested in any and all Awards previously granted to Employee by Company or its subsidiaries; provided, however, with respect to Awards that are deferred compensation subject to Code Section 409A, such accelerated vesting shall not cause an acceleration of a payment or result in a change in form of payment that would violate Code Section 409A. With respect to benefits set forth under Clause (B) above, all insurance premiums and/or benefits payments made by the Company with respect to such benefits shall be made so as to be exempt from Section 409A of the Code and, for purposes thereof, and either each such payment shall be treated as a separate payment under Section 409A of the Code, or such payments shall be treated as medical benefits under a separation pay plan, as described under Treasury Regulation Section 1.409A-1(b)(9)(v)(B). To the extent any such payments are not exempt from Section 409A of the Code (i.e., they constitute “nonqualified deferred compensation” subject to Section 409A of the Code), such payments shall be paid by the Company according to a fixed schedule consisting of monthly installment payments. If the Company’s pre-tax payment of the premiums for such benefits would cause the Executive to be taxed on the Company’s actual cost of providing such accident and group health insurance benefits because such benefits are “self-insured,” the Company will instead pay such premiums on an after-tax basis so the premium amounts are included in the Employee’s taxable income. With respect to any such benefits actually received by Employee that are taxable and not otherwise excluded from deferred compensation under Code Section 409A, any amount reimbursable and paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year, all reimbursements shall be reported paid no later than the end of the Executive’s taxable year following the tax year in which such expenses were incurred and the reimbursements under this Section cannot be substituted for any other benefit. The Company’s obligation to make the payments and provide the benefits described in this Section 8(c)(i) is conditioned expressly on Employee’s executing (and not revoking) a general release of any and all claims arising out of or relating to Employee’s employment and termination of employment in a form reasonably satisfactory to the Company and the Employee (the “Release”). If Employee fails to execute a Release within forty-five (45) days following the extent coverage and/or benefits received under a self-insured health plan later of the Company (any successor or affiliatei) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, or (ii) the first date on Employee actually receives an execution copy of such Release (which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be delivered to Employee for cancellation of all outstanding stock-based awards then held by Employee on the no later than five (5) business days following Date of Termination (collectively, "Awards"Termination), a lump sum amount in cash equal to the sum of the value or if Employee revokes such Release within seven (with respect to an option or stock appreciation right7) days following execution, the "spread"; Employee shall forfeit all payments and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%benefits described hereunder.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. In the event of such termination prior to a Change in Control, the Company shall have no obligations to Employee with respect to this Agreement other than the payment of any Base Compensation and vacation pay which had accrued hereunder at the date of Employee's termination. However, in the event that Employee's employment is terminated during the Term by the Company on or within two years following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii7(c)(ii) below) then: , subject to Sections 7(g) and (h): (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 days of the Date of Termination, an amount equal to three two times the sum of (1) Employee's Base Compensation, Compensation and (2) an amount equal to the highest maximum incentive award paid or payable, as the case may be, payable to Employee under the Company's Annual Incentive Compensation Plan during for such year in lieu of any payment thereunder, assuming for purposes hereof that all performance objectives for such year had been met at the current year maximum level and the three years prior that Employee is entitled to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415a full award thereunder; (B) for the 3624-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such the coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by PROVIDED, HOWEVER, the Company shall pay Employee pursuant each month during such period of continued coverage an amount that, on a net after-tax basis to this clause (B) shall be reduced Employee, is equal to the extent comparable benefits are actually received by monthly premium charged Employee (for such coverage and Employee's dependents) during the 36-month period following Employee's termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination orPROVIDED, if laterHOWEVER, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held benefits otherwise receivable by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal pursuant to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.this clause

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days of following the Date of TerminationTermination(as defined herein), an amount equal to three times the sum product of (1i) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3ii) an amount equal to the amount number of contributions that years in the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior Remaining Term (for this purpose, treating any partial year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17as a full year), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of TerminationRemaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to Employee’s termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s) , and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days of following the Date of Termination oran amount equal to the product of (i) Employee’s highest bonus paid by the Company during the most recent three (3) years immediately prior to the Date of Termination, if latermultiplied by (ii) the number of years in the Remaining Term (for this purpose, treating any partial year as a full year), (D) Employee shall be considered as immediately and totally vested in any and all Long Term Incentives previously made to Employee by Company or its subsidiaries, and (E) Employee shall be entitled to the first date on which such payment would not subject Employee to suit payments and benefits due under Section 16(b) of the Securities Exchange Act of 19348.1, if applicable, and the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on within fifteen (15) days the Date of Termination sums due under Section 8.1 (collectively, "Awards"i), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.

Discharge. (i) The Company may terminate this Agreement Employee’s employment in the event of Employee’s Misconduct or Disability (both as defined below) only upon written notice thereof delivered to Employee in accordance with Section 8(f) and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined below), then, except as provided in Section 9(c)(ii8(j)(i) below) then: , (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the expiration of the revocation period for the Release (as defined below), but in no event later than the fifteenth (15th) day of the third month following the year in which the Date of TerminationTermination occurs, an amount equal to three times years of the sum of (1) then Base Compensation owed to Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for six months following the 36-month expiration of the revocation period after such Date of Terminationfor the Release, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee’s termination (if any); provided, however, the benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and and/or Employee's ’s dependents) during such period under any other employer’s plan(s) or program(s), with Employee being obligated to promptly disclose to the 36-month Company any such comparable benefits; and provided, further, however, that for the avoidance of doubt, the COBRA continuation period following Employee's terminationshall run concurrently with the period set forth in this Clause (B). In addition to the aforementioned compensation and benefits, Employee shall be considered as immediately and totally vested in any and all Awards previously granted to Employee by Company or its subsidiaries; provided, however, with respect to Awards that are deferred compensation subject to Code Section 409A, such accelerated vesting shall not cause an acceleration of a payment or result in a change in form of payment that would violate Code Section 409A. With respect to benefits set forth under Clause (B) above, all insurance premiums and/or benefits payments made by the Company with respect to such benefits shall be made so as to be exempt from Section 409A of the Code and, for purposes thereof, and either each such payment shall be treated as a separate payment under Section 409A of the Code, or such payments shall be treated as medical benefits under a separation pay plan, as described under Treasury Regulation Section 1.409A-1(b)(9)(v)(B). To the extent any such payments are not exempt from Section 409A of the Code (i.e., they constitute “nonqualified deferred compensation” subject to Section 409A of the Code), such payments shall be paid by the Company according to a fixed schedule consisting of monthly installment payments. If the Company’s pre-tax payment of the premiums for such benefits would cause the Executive to be taxed on the Company’s actual cost of providing such accident and group health insurance benefits because such benefits are “self-insured,” the Company will instead pay such premiums on an after-tax basis so the premium amounts are included in the Employee’s taxable income. With respect to any such benefits actually received by Employee that are taxable and not otherwise excluded from deferred compensation under Code Section 409A, any amount reimbursable and paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year, all reimbursements shall be reported paid no later than the end of the Executive’s taxable year following the tax year in which such expenses were incurred and the reimbursements under this Section cannot be substituted for any other benefit. The Company’s obligation to make the payments and provide the benefits described in this Section 8(c)(i) is conditioned expressly on Employee’s executing (and not revoking) a general release of any and all claims arising out of or relating to Employee’s employment and termination of employment in a form reasonably satisfactory to the Company and the Employee (the “Release”). If Employee fails to execute a Release within forty-five (45) days following the extent coverage and/or benefits received under a self-insured health plan later of the Company (any successor or affiliatei) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, or (ii) the first date on Employee actually receives an execution copy of such Release (which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be delivered to Employee for cancellation of all outstanding stock-based awards then held by Employee on the no later than five (5) business days following Date of Termination (collectively, "Awards"Termination), a lump sum amount in cash equal to the sum of the value or if Employee revokes such Release within seven (with respect to an option or stock appreciation right7) days following execution, the "spread"; Employee shall forfeit all payments and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%benefits described hereunder.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon no less than 10 business days advance notice given as provided in Section 129. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) ), then: (A) for the period of the Term then remaining (the "Remaining Term") the Company shall (i) continue to pay in a lump sum, in cash, to Employee, within 15 days of at the Date regular payroll periods, Employee's Base Compensation as in effect immediately prior to the Notice of Termination, an amount equal to three times the sum of (1) Employee's Base Compensation, (2) plus an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company maximum contribution it would have made on behalf of Employee under to the Company's qualified 401(k) Plan during plan assuming Employee had continued his active participation in such plan at the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)maximum participant contribution level permitted under such Plan, 401(k)and (ii) the Company, 401(m) or 415; (B) for the 36-month period after such Date of Terminationat its cost, the Company shall provide or arrange to provide Employee (and Employee's eligible dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice of Termination; however, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (Bii) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's dependents) during the 36-month such period following Employeeunder any other employer's terminationwelfare plan(s) or program(s), and any such welfare benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to by Employee; however, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.no event