Common use of Payments Upon Termination Clause in Contracts

Payments Upon Termination. If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary for the applicable calendar year through the date of the termination at the Applicable Percentage times the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, shall be credited against such amount), (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid by one party to the other, as applicable, within thirty (30) days following the final calculation. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive the Severance Amount (as defined below), payment of which shall be made over a one (1) year period at the same times and in the same manner as his Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by the Applicable Percentage.

Payments Upon Termination. If this Agreement is terminated for any reason set forth In the event that Executive delivers a Notice of Termination to Corporation and Bank (as defined in Section 75 of this Agreement), then Employee Executive shall be entitled to receive (a) his Base Salary for the applicable calendar year through the date of the termination compensation and benefits set forth below: If, at the Applicable Percentage times the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date time of termination multiplied by of Executive’s employment, a fraction“Change in Control” (as defined in Section 3 of this Agreement) has also occurred, (i) the numerator of which Corporation and Bank shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the pay Executive a lump sum amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, shall be credited against such amount), (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid by one party to the other, as applicable, within thirty (30) days following the final calculation. If Employeeof Executive’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such releasetermination, then Employee shall be entitled to receive the Severance Amount (as defined below), payment of which shall be made over paid in the aggregate amount equal to and no greater than 1.0 times the Executive’s Annual Base Salary, minus applicable taxes and withholdings. In addition, for a period of one (1) year period at the same times and in the same manner as his Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding from the date of termination multiplied by of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the Applicable Percentagetwo (2) years prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because Executive is no longer an employee, a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits) not to exceed 125% of the cost to the Corporation of obtaining such benefits (or similar benefits). However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Internal Revenue Code of 1986, as amended (the “Code”), Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation the amount of the reduction, plus such interest, as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G. Notwithstanding the foregoing, in the event that Executive is determined to be a specified employee, as defined in Section 409A of the Code, no payment that is determined to be deferred compensation subject to Section 409A of the Code shall be made until one day following six months from the date of separation of service, as defined in Section 409A of the Code.

Payments Upon Termination. If In the event that the Company shall terminate this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary for and the applicable calendar year through the date of the termination at the Applicable Percentage times the combined EBITDA of Executive's employment with the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee during such calendar year as contemplated by under Section 4.02, shall be credited against such amount8(a), (b) or (c) above or the Executive terminates his employment with the Company for any accrued and unused vacation reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or paid time off time his heirs and/or personal representatives) (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of any business expenses incurred in this Agreement, and the ordinary course of business Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) above), then (a) the Company shall pay to the Executive (1) the Base Salary earned through the date of termination that termination, payable when and as the same would have not yet been reimbursed pursuant payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Section 4.04. Any overpayments or underpayments shall be paid by one party to the other, as applicable, Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following the final calculation. If Employee’s last day of the Executive's employment is terminated pursuant with the Company, (b) the Company shall continue to Section 7.01(e) or (f) provide the Executive with those medical, life and disability insurance benefits, if any, which are provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive the Severance Amount (as defined below), payment of which shall be made over a one (1) year period at the same times and in the same manner as his Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Company and FR for the twelve month period ending Executive on the last day of his employment with the calendar month immediately preceding Company for a period of three (3) months following his last day of employment with the date Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of termination multiplied by this Agreement, and the Applicable PercentageCompany shall have no further obligation to the Executive.

Payments Upon Termination. If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary for the applicable calendar year through the date of the termination at the Applicable Percentage times the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, shall be credited against such amount)termination, (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments , (d) any Incentive Compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if his employment had not terminated and (e) any Incentive Compensation not yet paid for the calendar year in which the Employee’s employment is terminated in an amount determined by multiplying EBITDA for the twelve month period immediately preceding the date of termination by the Applicable Percentage, and multiplying the product thereof by a fraction, (i) the numerator of which shall be paid by one party the number of days in the period from the beginning of such calendar year to the otherdate of the termination of Employee’s employment and (ii) the denominator of which shall be three hundred sixty-five (365), as applicable, which payment shall be made within thirty (30) 90 days following the final calculationsuch termination of employee’s employment. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then in addition to the foregoing, Employee shall be entitled to receive the Severance Amount (as defined below), payment of which shall be made paid in equal installments over a one (1) year period at the same times and in the same manner as his Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to (a) $879,570 in the combined EBITDA of event such termination occurs on or before December 31, 2017 or (b) an amount equal to the Company and FR for Guaranteed Minimum in the twelve month period ending on the last day of the calendar month immediately preceding the date of event such termination multiplied by the Applicable Percentageoccurs after December 31, 2017.

Payments Upon Termination. If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary for the applicable calendar year through the date of the termination at the Applicable Percentage times the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, shall be credited against such amount)termination, (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or underpayments Employee’s heirs and assigns, as the case may be, shall be paid by one party entitled to receive any incentive compensation pursuant to Section 4.02 for the preceding calendar year, to the otherextent not yet paid, as applicablewhen due and any incentive compensation for the entire calendar year in which Employee’s employment is terminated to the extent the results for such year were attributable to Employee, which amount shall not in any event exceed the incentive bonus for the calendar year immediately preceding such termination, which payment shall be made within thirty (30) 120 days following the final calculationend of such calendar year in which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of a full release of claims in a form prepared by and acceptable to the Company and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive receive: (a) any incentive compensation pursuant to Section 4.02 for the Severance Amount preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment had not terminated; (as defined below)b) any incentive compensation for the calendar year in which Employee’s employment is terminated for the period from the beginning of such calendar year to the end of the month immediately preceding the date of the termination of Employee’s employment which payment shall be made within 90 days following such termination of employee’s employment; and (c) an amount equal to the Base Salary for one (1) year, less the amount of any accrued and unpaid vacation, payment of which shall be made over a one (1) year period at the same times and in the same manner as his Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by the Applicable Percentage.

Payments Upon Termination. If In the event that the Company shall terminate this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary for and the applicable calendar year through the date of the termination at the Applicable Percentage times the combined EBITDA of Executive's employment with the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee during such calendar year as contemplated by under Section 4.02, shall be credited against such amount8(a), (b) or (c) above or the Executive terminates his employment with the Company for any accrued and unused vacation reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or paid time off time his heirs and/or personal representatives), (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, and (2) any Bonus payable under this Agreement on account of any prior calendar quarter, payable when and as the same would have been payable but for such termination, and (b) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) reimbursement of any business expenses incurred in above), then the ordinary course of business Company shall (a) pay to the Executive (1) the Base Salary earned through the date of termination that termination, payable when and as the same would have not yet been reimbursed pursuant payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar quarter, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Section 4.04. Any overpayments or underpayments shall be paid by one party to the other, as applicable, Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following the final calculation. If Employee’s last day of the Executive's employment is terminated pursuant with the Company, (b) the Company shall continue to Section 7.01(e) or (f) provide the Executive with those medical, life and disability insurance benefits, if any, which are provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive the Severance Amount (as defined below), payment of which shall be made over a one (1) year period at the same times and in the same manner as his Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Company and FR for the twelve month period ending Executive on the last day of his employment with the calendar month immediately preceding Company for a period of three (3) months following his last day of employment with the date Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of termination multiplied by this Agreement, and the Applicable PercentageCompany shall have no further obligation to the Executive.

Payments Upon Termination. If this Agreement is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) his Base Salary for the applicable calendar year through the date of the termination, (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination at that have not yet been reimbursed pursuant to Section 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the Applicable Percentage times case may be, shall be entitled to receive any Incentive Compensation pursuant to Section 4.02 for the combined preceding calendar year to the extent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if his employment had not terminated and Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the consolidated EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (a) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (b) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 120 days following the end of such calendar year in which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company a full release of claims in a form prepared by and acceptable to the Company in accordance with Section 8.06 (a “Release”) and any period for rescission of such Release shall have expired without Employee having rescinded such Release, then Employee shall receive: (a) any Incentive Compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment had not terminated; (b) Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the combined EBITDA of the Company for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), (b) any accrued and unused vacation or paid time off time through the date which payment shall be made within 90 days following such termination of the termination, and employee’s employment; (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid payment by one party to the other, as applicable, within thirty (30) days following the final calculation. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form for COBRA benefits for a period of release of claims eighteen (18) months following termination for Employee and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled dependents covered immediately prior to receive termination and (d) the Severance Amount (as defined below), payment of which Severance Amount shall be made paid over a one two (12) year period at the same times and in the same manner as his Base Salary base annual salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to two hundred percent (200%) of the combined sum of (a) Base Salary for one year and (b) Incentive Compensation for one year, which for purposes hereof shall be equal to the consolidated EBITDA of the Company and FR for the twelve twelve-month period ending on the last day of the calendar month immediately preceding the date of termination termination, multiplied by the Applicable Percentage.

Payments Upon Termination. If this Agreement Executive’s employment by the Company is terminated for any reason set forth in Section 7reason, then Employee (i) this Agreement shall be deemed to be terminated as of the date Executive ceases to be employed by the Company, ii) Executive shall be entitled to continue to receive her Base Salary through the date of termination, subject to withholding and any other appropriate deductions, and (ii) if the Executive has been terminated under section 4(d) above (for Good Reason), Executive shall be entitled to receive any Incentive Bonus that has been declared or awarded to Executive for a prior fiscal year but has not yet been paid by the Company, subject to withholding and other appropriate deductions. If Executive’s employment by the Company is terminated by Executive with Good Reason under section 4(d), above, in addition to the provisions of the preceding sentence, (aiv) his Executive shall be entitled to continue to receive her then Base Salary or $352,229, whichever is greater, for the Severance Period (as defined below) following the effective date of such termination (which shall be paid in arrears in accordance with the Company’s general payroll practices and subject to all applicable calendar year through statutory deductions and authorized withholdings, and (v) the Company will continue to pay the employer’s share of healthcare premiums under any health insurance plan in which Executive is participating immediately prior to the Termination Date for the Severance Period (the benefits described in subparagraphs 4(f)(i)-(v) referred to herein as the “Accrued Benefits”). As a condition to receiving such payments relating to periods following the date of the termination at the Applicable Percentage times the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, shall be credited against such amount), (b) any accrued and unused vacation or paid time off time through the date of the termination, Executive must sign, deliver, and (c) reimbursement of any business expenses incurred not revoke a release in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid by one party to the other, form attached hereto as applicable, Exhibit B within thirty (30) days following the final calculation. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive the Severance Amount (as defined below), payment of which shall be made over a one (1) year period at the same times and in the same manner as his Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied of employment, such that it has become effective and enforceable as a condition to any payment pursuant to this section 4(e). “Severance Period” shall mean twelve (12) months from the Termination Date. Except as expressly provided in this section 4(e), as of the Termination Date, (i) all of Executive’s rights to Base Salary, bonuses (including the Incentive Bonus) and benefits hereunder (if any) shall cease and (ii) no other severance compensation or benefits shall be payable by the Applicable PercentageCompany or any of its Affiliates.

Payments Upon Termination. If this Agreement the Employee's employment is terminated by the Company for cause or by the Employee for any reason set forth in Section 7other than good reason, then the Company shall pay the Employee shall be entitled to receive (a) his the Base Salary (as hereinafter defined) and all other benefits provided to Employee pursuant to his employment with the Company, including but not limited to the cost of Employee's medical insurance and any other insurance coverages paid for by the applicable calendar year Company and his automobile allowance, through the effective date of the termination at the Applicable Percentage times rate in effect at the combined EBITDA time a notice of termination is given. In addition, the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company pay to Employee during such calendar year as contemplated by Section 4.02any incentive bonuses approved and not yet paid, shall be credited against such amount), (b) and any accrued and unused vacation or paid time off time through pay. The Company shall have no further obligations to the Employee under this Agreement, subject to the rights and benefits the Employee may have under employee benefits plans and programs of the Company in existence as of the effective date of the such termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments if any, which shall be paid by one party to the other, as applicable, within thirty (30) days following the final calculationdetermined in accordance therewith. If the Employee’s 's employment is terminated by the Company for any reason other than for cause or by the Employee for "good reason," the Company shall continue to pay the Employee his then current Base Salary and all other benefits provided to the Employee pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered his employment with the Company, including but not limited to the Company cost of Employee's medical insurance and any other insurance coverages paid for by the Company’s standard form , and his automobile allowance, at the rate in effect at the time a notice of release termination is given, for the remainder of claims the term of his then current contract but not to exceed a maximum of twelve (12) months. These payments will be made monthly starting immediately upon termination (the "Extended Period"). In addition, the Company will pay to Employee in a lump sum due within 30 days of his termination, an amount equivilant to his then current annual Base salary plus the total annual premiums for all medical and other insurance and his annual automobile allowance, any incentive bonuses approved and not yet paid, and any period for rescission accrued and unused vacation pay, discounted at 75% payout. The additional 25% or remaining amount will be paid at the end of such release shall have expired without the 12 months.. Employee having rescinding such release, then Employee shall be entitled and Company agree that all payments required to receive the Severance Amount (as defined below), payment of which shall be made over to Employee pursuant to this section (3.2) shall not be due and payable by the Company to the Employee unless and until the Employee signs a one release (1"Release") year period at the same times and (in the same manner substantive form as his Base Salary had been paid the release attached hereto, marked as "Attachment 1") of all claims (excluding the right to Employee prior receive any payments due pursuant to this section 3.2) against the termination Company, its affiliates, subsidiaries, employees, directors or agents within 22 days of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA being provided a copy of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by the Applicable Percentagerelease.

Payments Upon Termination. If this Agreement is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) his Base Salary for the applicable calendar year base salary through the date of the termination, (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination at that have not yet been reimbursed pursuant to Section 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the Applicable Percentage times case may be, shall be entitled to receive (a) any Incentive Compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when due and (b) Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the combined EBITDA of the Company and FR Good Xxx for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments which payment shall be paid by one party to the other, as applicable, made within thirty (30) 120 days following the final calculationend of such calendar year in which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of a full release of claims in a form prepared by and acceptable to the Company and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive receive: (a) any Incentive Compensation pursuant to Section 4.02 for the Severance Amount (as defined below), payment of which shall be made over a one (1) preceding calendar year period at the same times and in the same manner as his Base Salary had been paid to Employee prior to the termination of extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment hereunder. As used herein, had not terminated; (b) Incentive Compensation for the “Severance Amount” calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the combined EBITDA of the Company and FR Good Xxx for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by times the Applicable Percentage., multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 90 days following such termination of employee’s employment; and (c) the Severance Amount (as defined below), which Severance Amount shall be paid over a one (1) year period at the same times and in the same manner as base annual salary had been paid to Employee prior to the termination of his employment hereunder.. As used herein, the “Severance

Payments Upon Termination. If this Agreement is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) his Base Salary for the applicable calendar year base salary through the date of the termination at the Applicable Percentage times the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, shall be credited against such amount)termination, (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or underpayments Employee’s heirs and assigns, as the case may be, shall be paid by one party entitled to receive any incentive compensation pursuant to Section 4.02 for the preceding calendar year to the otherextent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if his employment had not terminated and any incentive compensation for the entire calendar year in which Employee’s employment is terminated to the extent the results for such year were attributable to Employee, as applicablewhich amount shall not in any event exceed the incentive bonus for the calendar year immediately preceding such termination, which payment shall be made within thirty (30) 120 days following the final calculationend of such calendar year in which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of a full release of claims in a form prepared by and acceptable to the Company and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive receive: (a) any incentive compensation pursuant to Section 4.02 for the Severance Amount preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment had not terminated; (as defined below)b) any incentive compensation for the calendar year in which Employee’s employment is terminated for the period from the beginning of such calendar year to the end of the month immediately preceding the date of the termination of Employee’s employment which payment shall be made within 90 days following such termination of employee’s employment; and (c) an amount equal to the Base Salary for one (1) year, less the amount of any accrued and unpaid vacation, payment of which shall be made over a one (1) year period at the same times and in the same manner as his Base Salary base annual salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by the Applicable Percentage.

Payments Upon Termination. (a) If during the Term of this Agreement is terminated Agreement, Employer terminates Executive without Cause pursuant to Section 6.3(a) or Executive terminates his employment with Employer for Good Reason pursuant to Section 6.3(b), then Executive shall be entitled to (i) continuation of payment of unpaid Salary from the effective date of such termination to the earlier of (1) expiration of twelve (12) months after the date of such termination and (2) to the end of the Term (the “Severance”), payable, subject to the provisions set forth in the next sentence of this Section 6.4(a), on a regular basis in accordance with Employer’s normal payroll procedures and policies, and subject to applicable payroll deductions, (ii) any reason payments for reimbursement expenses, which are due, accrued or payable at the effective date of Executive’s termination and (iii) all (if any) unvested stock awards or stock option awards by Employer to Executive pursuant to Employer’s equity incentive plan shall be deemed vested on the effective date of such termination (for the avoidance of doubt, this Section 6.4 does not affect or modify the vesting schedule of the shares and stock options issued to Executive pursuant to Section 5.3 above, and the vesting of the shares and stock options issued to Executive pursuant to Section 5.3 above shall continue to be at all times be governed by the terms set forth in Section 75.3(c) above). Executive’s right to receive, then Employee and the Company’s obligation to pay and provide, any of the payments of Severance (other than payment of unpaid Salary (if any) earned and accrued prior to the effective date of such termination) shall be entitled subject to receive (a1) his Base Salary for Executive’s compliance with, and observance of, all of Executive’s obligations under this Agreement that continue beyond such termination, and (2) Executive’s execution, delivery and non-revocation of, and performance under, a release in favor of Employer and its affiliates in the form of Exhibit A attached hereto (as such form may be modified so as to comply with all applicable calendar year through laws as then in effect) (the date “Release”) within forty-five (45) days of the termination at of Executive’s employment. For the Applicable Percentage times the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, shall be credited against such amount), (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course event of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid by one party to the other, as applicable, within thirty (30) days following the final calculation. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive the Severance Amount a Change in Control (as defined below)) during Executive’s employment with Employer, payment of which all (if any) unvested stock awards or stock option awards by Employer to Executive pursuant to Employer’s equity incentive plan shall be made over a one (1) year period at the same times and in the same manner as his Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Company and FR for the twelve month period ending deemed vested on the last day of the calendar month immediately preceding the effective date of termination multiplied by the Applicable Percentagesuch Change in Control.

Payments Upon Termination. If In the event that the Company shall terminate this Agreement is terminated and the Employee's employment with the Company under Section 9(a), (b) or (c) above or the Employee terminates his employment with the Company for any reason set forth in Section 7prior to the Expiration Date, then the Company shall pay to the Employee shall be entitled to receive (aor his heirs and/or personal representatives) his the Base Salary for the applicable calendar year earned through the date of termination and shall reimburse the termination at Employee for any expenses for which the Applicable Percentage times the combined EBITDA Employee is entitled to reimbursement under Section 8 of this Agreement, and the Company shall have no further obligation to the Employee. In the event that the Company shall terminate this Agreement and FR the Employee's employment with the Company under Section 9(d) above (for a reason other than those covered by Sections 9(a), (b) or (c) above), then the twelve month period ending Company shall (i) pay to the Employee the Base Salary earned through the date of termination, when and as the same would have been payable but for such termination, (ii) pay to the Employee the Bonus, if any, that is payable to the Employee pursuant to Section 4(b) above on account of any year preceding the year in which such termination occurs, when and as the same would have been payable hereunder but for such termination, (iii) reimburse the Employee for any expenses for which the Employee is entitled to reimbursement under Section 8 of this Agreement, when and as the same would have been reimbursed but for such termination, (iv) continue to pay to the Employee the Base Salary (as in effect on the last day of his employment with the calendar month immediately preceding Company) for a period of twelve (12) months following the date of termination multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, shall be credited against such amount), (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid by one party to the other, as applicable, within thirty (30) days following the final calculation. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to if the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive the Severance Amount exercises its Noncompete Extension (as defined below), payment of which shall be made over a one (1) year period at the same times and in Company will continue to pay to the same manner as his Employee the Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Company and FR for the twelve month period ending (as in effect on the last day of his employment with the calendar Company) for a period of eighteen (18) months, and (v) continue to provide the Employee with those medical, life and disability insurance benefits, if any, which are provided to the Employee on the last day of his employment with the Company for a period of twelve (12) months following his last day of employment with the Company, and the Company shall have no further obligation to the Employee. In the event of termination, the Employee shall make reasonable efforts to mitigate damages by seeking other employment; provided, however, that he shall not be required to accept a position of substantially different character than the highest position held by him with the Company or a position that would cause him to violate the provisions of Section 12 hereunder, nor shall he be required to accept a position in a location which is unreasonable, given the personal circumstances of the Employee. To the extent that the Employee shall receive compensation, benefits and service credit for benefits from such other employment during such twelve (12) month immediately preceding period following the date of termination multiplied termination, the payment to be made and the benefits to be provided by the Applicable PercentageCompany under the provisions of this Subsection 9(g) shall be correspondingly reduced.

Payments Upon Termination. If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) If the Executive's employment hereunder terminates by reason of: (i) resignation by the Executive without Good Reason (as defined below) or abandonment by the Executive of his employment, (ii) Termination by the Company For Cause (as defined below), or (iii) the Executive's death or Disability (as defined below), then the Company shall pay to the Executive or his beneficiary or his estate, as the case may be, his Base Salary through the Termination Date. (b) If the Executive's employment hereunder terminates on or before the expiration of the Initial Employment Period (the "Initial Employment Period" hereunder being the period from January 1, 1997 through December 31, 1999) by reason of: (i) termination by the Company other than Termination by the Company For Cause, or (ii) resignation by the Executive for Good Reason, then the Company shall pay to the Executive in 24 equal monthly installments after the Termination Date an amount equal to the sum of (1) two multiplied by the Executive's Base Salary as of the Termination Date, plus (2) two multiplied by the average of the annual Bonus Awards paid to the Executive for the applicable calendar year through the date of the termination at the Applicable Percentage times the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month two fiscal years immediately preceding the date Termination Date (or, if an annual Bonus Award has been paid to the Executive for only the fiscal year ending on February 28, 1998, then the amount of termination such award shall be used in lieu of calculating an average), plus (3) an amount equal to (A) the greater of (I) 65 percent of the Executive's Base Salary as of the Termination Date, or (II) the amount of the Executive's actual annual Bonus Award for the fiscal year immediately preceding the Termination Date, (B) multiplied by a fraction, (iI) the numerator of which shall be the actual number of days Employee was employed during full weeks between the then start of such current calendar fiscal year and the Termination Date, and (iiII) the denominator of which shall be three hundred sixty-five (36552. For purposes of calculating the average of such annual Bonus Awards under this Section 6(b) (for avoidance of doubtonly, the amount of draws paid by Company to Employee during such calendar included for the fiscal year as contemplated by Section 4.02ending on February 28, 1998 shall be credited against the greater of 65 percent of the Executive's Base Salary at the end of such amountfiscal year or the actual annual Bonus Award paid to him for such fiscal year. (c) If the Executive's employment hereunder terminates after the expiration of the Initial Employment Period by reason of: (i) termination by the Company other than Termination by the Company For Cause, (ii) resignation by the Executive for Good Reason, or (iii) expiration of the Employment Period, then the Company shall pay to the Executive in 18 equal monthly installments after the Termination Date an amount equal to the sum of (1) one and one-half multiplied by the Executive's Base Salary as of the Termination Date, plus (2) one and one-half multiplied by the average of the annual Bonus Awards paid to the Executive for the three fiscal years immediately preceding the Termination Date (or, if annual Bonus Awards have been paid to the Executive for only two fiscal years, then such average shall be calculated using the annual Bonus Awards for such two fiscal years), plus (b3) any accrued and unused vacation or paid time off time through an amount equal to (A) the date greater of (I) 65 percent of the terminationExecutive's Base Salary as of the Termination Date, or (II) the amount of the Executive's actual annual Bonus Award for the fiscal year immediately preceding the Termination Date, (B) multiplied by a fraction, (I) the numerator of which shall be the actual number of full weeks between the start of such fiscal year and the Termination Date, and (cII) reimbursement the denominator of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments which shall be paid by one party to 52. (d) Notwithstanding the otherforegoing provisions of this Section 6, as applicable, within thirty (30) days following if the final calculation. If Employee’s Executive's employment hereunder is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to by the Company the Company’s standard form following a Change of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive the Severance Amount Control (as defined below), payment or if the Executive elects to resign his employment with the Company for any reason within 180 days after the effective date of which a Change of Control, then the Company shall be made over a one pay to the Executive in 36 equal monthly installments after the Termination Date an amount equal to the sum of (1) year period at three multiplied by the same times and in the same manner as his Executive's Base Salary had as of the Termination Date, plus (2) three multiplied by the average of the annual Bonus Awards paid to the Executive for the three fiscal years immediately preceding the effective date of the Change of Control (or, if annual Bonus Awards have been paid to Employee prior the Executive for only two fiscal years, then such average shall be calculated using the annual Bonus Awards for such two fiscal years, or if an annual Bonus Award has been paid to the Executive for only the fiscal year ending on February 28, 1998, then the amount of such award shall be used in lieu of calculating an average), plus (3) an amount equal to the greater of (A) 65 percent of the Executive's Base Salary as of the Termination Date, or (B) the amount of the Executive's actual annual Bonus Award for the fiscal year immediately preceding the Termination Date. For purposes of calculating the average of such annual Bonus Awards under this Section 6(d) only, the amount included for the fiscal year ending on February 28, 1998 shall be the greater of 65 percent of the Executive's Base Salary at the end of such fiscal year or the actual annual Bonus Award paid to him for such fiscal year. (e) "Termination by the Company For Cause" shall mean the Executive's employment termination for: (i) a persistent failure by the Executive to perform the duties and responsibilities of his employment hereunder. As used herein, which failure is willful and deliberate on the “Severance Amount” shall be equal Executive's part and is not remedied by him in a reasonable period of time after the Executive's receipt of written notice from the Company of such failure; (ii) an act or acts of dishonesty undertaken by the Executive and intended to result in substantial gain or personal enrichment of the Executive at the expense of the Company; (iii) unlawful conduct or gross misconduct that is willful and deliberate on the Executive's part and that, in either event, is materially injurious to the combined EBITDA Company; or (iv) the conviction of the Executive of a felony. (f) "Good Reason" for resignation by the Executive shall mean his resignation because of: (i) the removal of the Executive as Chairman of the Board, President, or Chief Executive Officer of the Company and FR for the twelve month period ending on the last day by action of the calendar month immediately preceding Company's Board; (ii) the assignment to the Executive of any duties and responsibilities that are substantially inconsistent with or materially diminish the Executive's position as Chairman of the Board, President and Chief Executive Officer of the Company; (iii) a material reduction of the Executive's Base Salary, or material modifications to the Incentive Plan, the Stock Plan (or any similar stock option plan), or the MBP that amount to a material reduction in the Executive's total compensation hereunder; (iv) a requirement that the Executive be based at any office or location more than 50 miles from downtown Minneapolis, Minnesota; or (v) any purported termination of the Executive's employment by the Company except as expressly permitted by the provisions of this Agreement. (g) "Change of Control" shall mean: (i) The acquisition by any individual, entity, or group (within the meaning of Section 13 (d) (3) or 14 (d) (2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (A) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this Section 6 (g)(i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B), and (C) of Section 6 (g)(iii) hereof; or (ii) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (iii) Consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. (h) "Disability" shall mean the inability of the Executive to perform the duties and responsibilities of his employment hereunder by reason of his illness or other physical or mental impairment or condition, if such inability continues for an uninterrupted period of 90 days or more. A period of inability shall be "uninterrupted" unless and until the Executive returns to full-time work for a continuous period of at least 30 days. (i) In the event of termination multiplied of the Executive's employment hereunder, the sole obligation of the Company shall be its obligation to make the payments called for by Section 6(a), Section 6(b), Section 6(c), or Section 6(d) hereof, as the case may be, and the Company shall have no other obligation to the Executive or to his wife, his beneficiary, or his estate, except as otherwise provided by law, under any applicable stock option agreement between the Executive and the Company, or, in the event of the Executive's employment termination by reason of the Executive's death or Disability, under any insurance policies then in effect covering the Executive. Without limiting the generality of the foregoing, the Company shall not be required to pay any annual Bonus Awards to the Executive under the Incentive Plan except to the extent provided in the Incentive Plan (as modified by Section 3(b) hereof) with respect to any fiscal years that have not been completed as of the Termination Date. (j) Notwithstanding the foregoing provisions of this Section 6, the Company shall not be obligated to make any payments to the Executive under Section 6(b), Section 6(c), or Section 6(d) hereof unless the Executive shall have signed a release of claims in favor of the Company in a form to be prescribed by the Applicable PercentageCompany, all applicable consideration and rescission periods provided by law shall have expired, and the Executive is in strict compliance with the terms of Section 8(b), Section 8(c), and Section 8(d) hereof. 7.

Payments Upon Termination. If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his her Base Salary for the applicable calendar year through the date of the termination at termination, and (b) reimbursement of any business expenses incurred in the Applicable Percentage times the combined EBITDA ordinary course of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the case may be, shall be entitled to receive (a) any Annual Bonus pursuant to Section 4.02 for the preceding ​ calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if her employment had not terminated and (b) the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt), the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, which payment shall be credited against such amount), (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid by one party to the other, as applicable, made within thirty (30) 90 days following the final calculationdate on which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then in addition to the foregoing, Employee shall be entitled to receive receive: (a) any Annual Bonus pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if her employment had not terminated; (b) the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following such termination of employee’s employment; (c) payment by the Company for COBRA benefits for a period of eighteen (18) months following termination for Employee and any dependents covered immediately prior to termination; and (d) the Severance Amount (as defined below), payment of which Severance Amount shall be made paid over a one twelve (112) year month period at the same times and in the same manner as his Base Salary base annual salary had been paid to Employee prior to the termination of his her employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA sum of (a) Base Salary for one year and (b) the Company and FR Annual Bonus, which for purposes hereof shall be equal to the Employee’s target annual bonus for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by the Applicable Percentagecurrent year.

Payments Upon Termination. If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary for the applicable calendar year through the date of the termination, (b) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination at that have not yet been reimbursed pursuant to Section 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the Applicable Percentage times case may be, shall be entitled to receive: (a) any Incentive Compensation pursuant to Section 4.02 for the combined preceding calendar year to the extent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if his employment had not terminated and Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the consolidated Adjusted EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 120 days following the end of such calendar year in which the Employee’s employment was so terminated, and (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed Annual Bonus pursuant to Section 4.04. Any overpayments or underpayments 4.03 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.03 if his employment had not terminated and the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be paid equal to Employee’s target annual bonus for such year, multiplied by one party to a fraction, (i) the othernumerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), as applicable, which payment shall be made within thirty (30) 90 days following the final calculationdate on which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then in addition to the foregoing, Employee shall be entitled to receive receive: (a) any Incentive Compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment had not terminated; (b) Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the consolidated Adjusted EBITDA of the Company for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 90 days following such termination of employee’s employment; (c) any Annual Bonus pursuant to Section 4.03 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.03 if his employment had not terminated; (d) the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following such termination of employee’s employment; (e) payment by the Company for COBRA benefits for a period of eighteen (18) months following termination for Employee and any dependents covered immediately prior to termination; and (f) the Severance Amount (as defined below), payment of which Severance Amount shall be made paid over a one twelve (112) year month period at the same times and in the same manner as his Base Salary base annual salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined sum of (a) Base Salary for one year, (b) Incentive Compensation for one year, which for purposes hereof shall be equal to the consolidated Adjusted EBITDA of the Company and FR for the twelve twelve-month period ending on the last day of the calendar month immediately preceding the date of termination termination, multiplied by the Applicable Percentage, and (c) the Annual Bonus, which for purposes hereof shall be equal to the Employee’s target annual bonus for the current year.

Payments Upon Termination. If In the event that the Company shall terminate this Agreement is terminated and the Employee’s employment with the Company under Section 9(a), (b) or (c) above or the Employee terminates his employment with the Company for any reason set forth in Section 7prior to the Expiration Date, then the Company shall pay to the Employee shall be entitled to receive (aor his heirs and/or personal representatives) his the Base Salary for the applicable calendar year earned through the date of termination and shall reimburse the termination at Employee for any expenses for which the Applicable Percentage times the combined EBITDA Employee is entitled to reimbursement under Section 8 of this Agreement, and the Company shall have no further obligation to the Employee. In the event that the Company shall terminate this Agreement and FR the Employee’s employment with the Company under Section 9(d) above (for a reason other than those covered by Sections 9(a), (b) or (c) above), then the twelve month period ending Company shall (i) pay to the Employee the Base Salary earned through the date of termination, when and as the same would have been payable but for such termination, (ii) pay to the Employee the Bonus, if any, that is payable to the Employee pursuant to Section 4(b) above on account of any year preceding the year in which such termination occurs, when and as the same would have been payable hereunder but for such termination, (iii) reimburse the Employee for any expenses for which the Employee is entitled to reimbursement under Section 8 of this Agreement, when and as the same would have been reimbursed but for such termination, (iv) continue to pay to the Employee the Base Salary (as in effect on the last day of his employment with the calendar month immediately preceding Company) for a period of twelve (12) months following the date of termination multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, shall be credited against such amount), (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid by one party to the other, as applicable, within thirty (30) days following the final calculation. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to if the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive the Severance Amount exercises its Noncompete Extension (as defined below), payment of which shall be made over a one (1) year period at the same times and in Company will continue to pay to the same manner as his Employee the Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Company and FR for the twelve month period ending (as in effect on the last day of his employment with the calendar Company) for a period of eighteen (18) months, and (v) continue to provide the Employee with those medical, life and disability insurance benefits, if any, which are provided to the Employee on the last day of his employment with the Company for a period of twelve (12) months following his last day of employment with the Company, and the Company shall have no further obligation to the Employee. In the event of termination, the Employee shall make reasonable efforts to mitigate damages by seeking other employment; provided, however, that he shall not be required to accept a position of substantially different character than the highest position held by him with the Company or a position that would cause him to violate the provisions of Section 12 hereunder, nor shall he be required to accept a position in a location which is unreasonable, given the personal circumstances of the Employee. To the extent that the Employee shall receive compensation, benefits and service credit for benefits from such other employment during such twelve (12) month immediately preceding period following the date of termination multiplied termination, the payment to be made and the benefits to be provided by the Applicable PercentageCompany under the provisions of this Subsection 9(g) shall be correspondingly reduced.

Payments Upon Termination. If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary for the applicable calendar year through the date of the termination at termination, and (b) reimbursement of any business expenses incurred in the Applicable Percentage times the combined EBITDA ordinary course of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the case may be, shall be entitled to receive (a) any Annual Bonus pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if his employment had not terminated and the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt), the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, which payment shall be credited against such amount), made within 90 days following the date on which the Employee’s employment was so terminated and (b) any accrued and unused vacation or paid time off time through the date full acceleration of the termination, and (c) reimbursement vesting of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid by one party to the other, as applicable, within thirty (30) days following the final calculationExecutive’s then outstanding Staking RSU’s. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then in addition to the foregoing, Employee shall be entitled to receive receive: (a) any Annual Bonus pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment had not terminated; (b) the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following such termination of employee’s employment; (c) full acceleration of vesting of Executive’s then outstanding Staking RSU’s; (d) payment by the Company for COBRA benefits for a period of eighteen (18) months following termination for Employee and any dependents covered immediately prior to termination and (e) the Severance Amount (as defined below), payment of which Severance Amount shall be made paid over a one twelve (112) year month period at the same times and in the same manner as his Base Salary base annual salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA sum of (a) Base Salary for one year and (b) the Company and FR Annual Bonus, which for purposes hereof shall be equal to the Employee’s target annual bonus for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by the Applicable Percentagecurrent year.

Payments Upon Termination. If Upon termination of this Agreement is terminated for any reason set forth and Executive’s employment hereunder due to Executive’s death or disability pursuant to Section 11(a)(i) hereof, (i) the Executive (or the Executive’s estate or beneficiaries in Section 7, then Employee the case of the death of the Executive) shall be entitled to receive (a) his any Base Salary and other benefits (including any bonus for the applicable a calendar year through the date of the termination at the Applicable Percentage times the combined EBITDA of the Company completed before termination) earned and FR for the twelve month period ending on the last day of the calendar month immediately preceding accrued under this Agreement prior to the date of termination multiplied (and reimbursement under this Agreement for expenses incurred prior to the date of termination) and (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). Upon termination of this Agreement and Executive’s employment hereunder (i) by a fractionthe Company for Cause pursuant to Section 11(a)(ii) hereof or by Executive other than for Good Reason pursuant to Section 11(a)(v) hereof, (i) the numerator of which Company shall be the number of days Employee was employed during the pay to Executive an amount equal to Executive’s then such current Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination) and (ii) the denominator Executive shall have no further rights to any other compensation or benefits under this Agreement on or after the termination of which employment. Employment Agreement Xxxxxx Xxxxxxxx March 14, 2013 Upon termination of this Agreement and Executive’s employment hereunder (i) by the Company without Cause pursuant to Section 11(a)(iii) hereof, (ii) by Executive for Good Reason pursuant to Section 11(a)(iv) hereof or (iii) by Executive following a Change in Control of the Company pursuant to Section 11(a)(vi) hereof, (x) the Company shall be three hundred sixty-five pay to Executive (365I) an amount equal to Executive’s then Base Salary and other benefits (including any bonus for avoidance of doubt, the amount of draws paid by Company to Employee during such a calendar year as contemplated by Section 4.02, shall be credited against such amount), (bcompleted before termination) any earned and accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and (II) an amount equal to three (3) times the Base Salary in effect immediately prior to the date of termination; and (y) the Executive shall have no further rights to any other compensation or benefits under this Agreement on or after the termination of employment. Nothing contained in this Section 12 shall affect the terms of any employee stock options, stock grants, or other equity-based compensation that may have not yet been reimbursed issued by the Parent or Company to Executive, which in the event of termination of Executive’s employment with the Company shall continue to be governed by their own terms and conditions. Unless the payment is required to be delayed pursuant to Code Section 4.04. Any overpayments or underpayments shall be paid by one party to the other, as applicable, within thirty (30) days following the final calculation. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive the Severance Amount 409A (as defined below), payment the cash amounts payable to the Executive (or the Executive’s estate or beneficiaries in the case of which the death of the Executive) under this Section 12 shall be made over a one paid to the Executive (1) year period at or the same times and Executive’s estate or beneficiaries in the same manner as his Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA case of the Company and FR for the twelve month period ending on the last day death of the calendar month immediately preceding Executive) in a single-sum payment within sixty (60) days following the effective date of termination multiplied by the Applicable Percentage.of this Agreement and Executive’s employment hereunder

Payments Upon Termination. If this Agreement is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) his Base Salary for the applicable calendar year through the date of the termination, (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination at that have not yet been reimbursed pursuant to Section 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the Applicable Percentage times case may be, shall be entitled to receive any Incentive Compensation pursuant to Section 4.02 for the combined preceding calendar year to the extent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if his employment had not terminated and Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the consolidated EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (a) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (b) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 120 days following the end of such calendar year in which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company a full release of claims in a form prepared by and acceptable to the Company in accordance with Section 8.06(e) (a “Release”) and any period for rescission of such Release shall have expired without Employee having rescinded such Release, then Employee shall receive: (a) any Incentive Compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment had not terminated; (b) Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the combined EBITDA of the Company for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), (b) any accrued and unused vacation or paid time off time through the date which payment shall be made within 90 days following such termination of the termination, and employee’s employment; (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid payment by one party to the other, as applicable, within thirty (30) days following the final calculation. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form for COBRA benefits for a period of release of claims eighteen (18) months following termination for Employee and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled dependents covered immediately prior to receive termination and (d) the Severance Amount (as defined below), payment of which Severance Amount shall be made paid over a one two (12) year period at the same times and in the same manner as his Base Salary base annual salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to two hundred percent (200%) of the combined sum of (a) Base Salary for one year and (b) Incentive Compensation for one year, which for purposes hereof shall be equal to the consolidated EBITDA of the Company and FR for the twelve twelve-month period ending on the last day of the calendar month immediately preceding the date of termination termination, multiplied by the Applicable Percentage.

Payments Upon Termination. If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary for the applicable calendar year through the date of the termination at the Applicable Percentage times the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, shall be credited against such amount)termination, (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments , (d) any Incentive Compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if his employment had not terminated and (e) any Incentive Compensation not yet paid for the calendar year in which Employee’s employment is terminated in an amount determined by multiplying EBITDA for the twelve month period immediately preceding the date of termination by the Incentive Percentage, and multiplying the product thereof by a fraction, (i) the numerator of which shall be paid by one party the number of days in the period from the beginning of such calendar year to the otherdate of the termination of Employee’s employment and (ii) the denominator of which shall be 365, as applicable, which payment shall be made within thirty (30) 90 days following the final calculationsuch termination of employee’s employment. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then in addition to the foregoing, Employee shall be entitled to receive the Severance Amount (as defined below), payment of which Severance Amount shall be made paid in equal payments over a one twelve (112) year month period at the same times and in the same manner as his Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to (a) $879,570.00 in event such termination occurs on or before December 31, 2017 or (b) an amount equal to the combined EBITDA of Guaranteed Minimum in the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of event such termination multiplied by the Applicable Percentageoccurs after December 31, 2017.”

Payments Upon Termination. If this Agreement is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) his Base Salary for the applicable calendar year base salary through the date of the termination at the Applicable Percentage times the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, shall be credited against such amount)termination, (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or underpayments Employee’s heirs and assigns, as the case may be, shall be paid by one party entitled to receive any incentive compensation pursuant to Section 4.02 for the preceding calendar year to the otherextent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if his employment had not terminated and any incentive compensation for the entire calendar year in which Employee’s employment is terminated to the extent the results for such year were attributable to Employee, as applicablewhich amount shall not in any event exceed the incentive bonus for the calendar year immediately preceding such termination, which payment shall be made within thirty (30) 120 days following the final calculationend of such calendar year in which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of a full release of claims in a form prepared by and acceptable to the Company and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive receive: (a) any incentive compensation pursuant to Section 4.02 for the Severance Amount preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment had not terminated; (as defined below)b) any incentive compensation for the calendar year in which Employee’s employment is terminated for the period from the beginning of such calendar year to the end of the month immediately preceding the date of the termination of Employee’s employment which payment shall be made within 90 days following such termination of employee’s employment; and (c) an amount equal to the Guaranteed Minimum for eighteen (18) months, payment of which shall be made over a one an eighteen (118) year month period at the same times and in the same manner as his Base Salary base annual salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by the Applicable Percentage.

Payments Upon Termination. If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his her Base Salary for the applicable calendar year through the date of the termination at termination, and (b) reimbursement of any business expenses incurred in the Applicable Percentage times the combined EBITDA ordinary course of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the case may be, shall be entitled to receive (a) any Annual Bonus pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if her employment had not terminatedand (b) the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt), the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, which payment shall be credited against such amount), (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid by one party to the other, as applicable, made within thirty (30) 90 days following the final calculationdate on which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then in addition to the foregoing, Employee shall be entitled to receive receive: (a) any Annual Bonus pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if her employment had not terminated; (b) the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following such termination of employee’s employment; (c) payment by the Company for COBRA benefits for a period of eighteen (18) months following termination for Employee and any dependents covered immediately prior to termination; and (d) the Severance Amount (as defined below), payment of which Severance Amount shall be made paid over a one twelve (112) year month period at the same times and in the same manner as his Base Salary base annual salary had been paid to Employee prior to the termination of his her employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA sum of (a) Base Salary for one year and (b) the Company and FR Annual Bonus, which for purposes hereof shall be equal to the Employee’s target annual bonus for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by the Applicable Percentagecurrent year.

Payments Upon Termination. If this Agreement is terminated Upon termination of your employment with the Company for any reason set forth in Section 7reason, then Employee the Company shall be entitled to receive pay you on its next regular payroll date (a) his or sooner if required under applicable law), all Base Salary for the applicable calendar year earned by you through the date of the termination at the Applicable Percentage times the combined EBITDA of the Company and FR for the twelve month period ending on the your last day of employment, and any earned and payable (but as of yet unpaid) Annual Bonus for the calendar month immediately preceding the date of termination multiplied by a fraction, previous fiscal year. Severance. Salary and Bonus If (i) the Company terminates your employment without Cause or (ii) you resign for Good Reason, then, upon your Termination of Employment, the Company will (in lieu of any other severance benefits under any of the Company employee benefit plans, programs or policies and except as required by law) (a) continue to pay your base salary at the time of such termination for a period of eighteen (18) months (i.e. 1.5x your then current base salary) in equal installments over eighteen (18) months in accordance with the Company’s normal payroll practices; and (b) pay you in one lump sum 1.5x your then current target annual bonus on the Release Effective Date (defined below). Unvested Equity Awards If you resign for Good Reason and such resignation is not within 12 months after a Change of Control (as defined in the LTI Plan), then, (a) upon your Termination of Employment, for each LTI award that has unvested time-based equity you shall vest with respect to the next tranche that would have vested had you still been employed and all other unvested time-based equity shall terminate and (b) for each LTI award that has unvested performance-based equity, you shall continue to be eligible to vest with respect to a pro rata portion (to be determined using a fraction, the numerator of which shall be is the number of days Employee was you were employed during the then such current calendar year measurement period of the applicable LTI award and (ii) the denominator of which is the total number of days during the measurement period of the applicable LTI award) of such equity on the applicable measurement date and the remainder of the unvested performance-based equity shall terminate upon your Termination of Employment. If on the applicable measurement date there is no vesting based on the performance metrics, then such unvested equity shall terminate on such measurement date. If the performance metrics are satisfied such that there is vesting, you shall vest on such measurement date with respect to such pro rata portion. If you are terminated without Cause and such termination is not within 12 months after a Change of Control, then all unvested equity shall terminate as of your Termination of Employment. If within 12 months after a Change of Control, you resign for Good Reason or are terminated without Cause, then, upon your Termination of Employment all of your unvested equity (whether time- based or performance based) shall accelerate and immediately vest. General All severance payments shall be three hundred sixtysubject to such withholding and other taxes as may be required by applicable law. The Company will have no obligation to make any severance payments or accelerate any vesting hereunder if (i) you violate any of the provisions hereof, including the restrictive covenants contained herein, or (ii) you do not execute and deliver (without revoking) to the Company a general release in form and substance satisfactory to the Company (and consistent with Company’s then generally used form of employment termination release for executives/senior management) of any and all claims you may have against the Company, Driven Brands Holdings Inc. and its affiliates (the “Release”) within the thirty (30) day period (or, if part of a group employment termination, forty-five (36545) day period) following the later of (for avoidance x) your Termination of doubt, the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, shall be credited against such amount), Employment or (by) any accrued and unused vacation or paid time off time through the date of the terminationCompany delivers the Release to you. You waive your rights, and (c) reimbursement of if any, to have the severance payments provided for hereunder taken into account in computing any business expenses incurred in other benefits payable to, or on behalf of, you by the ordinary course of business through Company. The severance payments described herein will commence within 15 days following the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid by one party to Release Effective Date provided you execute the other, as applicable, Release within thirty (30) days following your Termination of Employment (forty-five (45) days if your Termination of Employment was part of a group employment termination) and the final calculation. If Employee’s employment is terminated pursuant Release becomes effective and irrevocable (such date the “Release Effective Date”); provided that, to the extent that the Company determines that such amount may be considered to be "nonqualified deferred compensation" subject to Section 7.01(e) or 409A of the Internal Revenue Code of 1986, as amended (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive the Severance Amount (as defined below“Code”), and the regulations and pronouncements thereunder, the first payment of which shall be made over a one (1) year period at the same times and in the same manner as his Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by the Applicable Percentage.such

Payments Upon Termination. If Executive terminates his employment under this Agreement is terminated for any reason set forth in Section 7or if the Bank terminates Executive's employment under this Agreement for any reason, then Employee then, upon any such termination of Executive's employment, Executive shall be entitled to receive from Flagstar: (a) his any unpaid Base Salary and Share Salary for any period ending on or before the applicable calendar year date of termination of employment, including the Notice Period, (b) a pro rata portion of the Bonus Shares for any period ending on or before the date of termination of employment, including the Notice Period, (c) any unreimbursed business, relocation and legal expenses subject to reimbursement under subsection 1.05, (d) vacation pay for accrued but unused vacation days through the date of termination, and (e) any benefits to which Executive may be entitled pursuant to the terms and conditions of this Agreement and any applicable Flagstar employee benefit plan, as accrued through the date of termination, which shall be paid on the first payroll date following Executive's termination at the Applicable Percentage times the combined EBITDA of employment (or, for purposes of benefits under an employee benefit plan of the Company and FR for or the twelve month period ending on Bank, provided pursuant to the last day terms of the calendar month applicable employee benefit plan). In addition: (x) amounts payable under the Executive's LTIP shall be paid in accordance with its terms, (y) all unvested Bonus Shares shall immediately preceding vest and (z) subject to the Executive's (i) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to Flagstar's group health insurance plans in which Executive participated immediately prior to the date of termination multiplied by a fraction(“COBRA Continuation Coverage”), and (ii) continued payment of premiums for such plans at the active employee rate (excluding, for purposes of calculating cost, an employee's ability to pay premiums with pre-tax dollars), Flagstar shall provide COBRA Continuation Coverage for the Executive and his eligible dependents until the earliest of (i) the numerator of which shall Executive or his eligible dependents, as the case may be, ceasing to be the number of days Employee was employed during the then such current calendar year and eligible under COBRA, (ii) eighteen (18) months following the denominator Date of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, shall be credited against such amount), (b) any accrued and unused vacation or paid time off time through the date of the terminationTermination, and (ciii) reimbursement the Executive becoming eligible for coverage under the health insurance plan of any business expenses incurred a subsequent employer (the benefits provided under this sub-section (z), the “Medical Continuation Benefits”). The Executive acknowledges and agrees that he shall be responsible in full for all taxes (including, to the extent applicable, interest and penalties) attributable to amounts includable in the ordinary course Executive's income by reason Section 105(h) of business the Internal Revenue Code of 1986, as amended, arising out of or associated with the Medical Continuation Benefits. The Bank shall continue to pay to Executive his compensation and other benefits under this Agreement through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid by one party to the other, as applicable, within thirty (30) days following the final calculation. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive the Severance Amount (as defined below), payment of which shall be made over a one (1) year period at the same times and in the same manner as his Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by the Applicable PercentageExecutive's employment.

Payments Upon Termination. If this Agreement is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) his Base Salary for the applicable calendar year her base salary through the date of the termination at the Applicable Percentage times the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, shall be credited against such amount)termination, (b) any accrued and unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or underpayments Employee’s heirs and assigns, as the case may be, shall be paid by one party entitled to receive any incentive compensation pursuant to Section 4.02 for the preceding calendar year to the otherextent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if her employment had not terminated and any incentive compensation for the entire calendar year in which Employee’s employment is terminated to the extent the results for such year were attributable to Employee, as applicablewhich amount shall not in any event exceed the incentive bonus for the calendar year immediately preceding such termination, which payment shall be made within thirty (30) 120 days following the final calculationend of such calendar year in which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of a full release of claims in a form prepared by and acceptable to the Company and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive receive: (a) any incentive compensation pursuant to Section 4.02 for the Severance Amount preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if her employment had not terminated; (as defined below)b) any incentive compensation for the calendar year in which Employee’s employment is terminated for the period from the beginning of such calendar year to the end of the month immediately preceding the date of the termination of Employee’s employment which payment shall be made within 90 days following such termination of employee’s employment; and (c) an amount equal to the Base Salary for one (1) year, payment of which shall be made over a one (1) year period at the same times and in the same manner as his Base Salary base annual salary had been paid to Employee prior to the termination of his her employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by the Applicable Percentage.

Payments Upon Termination. In the event of a termination of the Executive’s employment, all payments and Company benefits to the Executive hereunder, except the payment of Liquidated Damages (if any) provided below, shall immediately cease and terminate. In the event the Company terminates the Executive’s employment pursuant to Section 6(d) hereof, the Company shall pay the Executive an amount equal to the Liquidated Damages defined in this Section 6(f) in lieu of actual damages for such termination. If this Agreement the Executive’s employment terminates or is terminated for any reason set forth other than as specified in Section 7the preceding sentence, then Employee the Executive shall not be entitled to any Liquidated Damages. Notwithstanding anything to the contrary herein contained, and in addition to any other compensation which the Executive may be entitled to receive (a) his Base Salary for pursuant to this Agreement, the applicable calendar year through the date of the termination at the Applicable Percentage times the combined EBITDA Executive shall receive all compensation and other benefits to which he/she was entitled under this Agreement or otherwise as an executive of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, shall be credited against such amount), (b) any accrued and unused vacation or paid time off time through the date of the terminationtermination date. The “Liquidated Damages” amount, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid by one party to the otherif due as provided above, as applicable, within thirty (30) days following the final calculation. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive the Severance Amount (as defined below), payment of which shall be made over a one (1) year period at the same times and in the same manner as his Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA weekly amount stated Executive Term Sxxxx Enterprises Incorporated ___ Revised 02/05 Page Number 7 Initial Jxxxx X. Xxxxxx as Base Salary on Exhibit “A” for fifty two (52) weeks, or, if the termination giving rise to Liquidated Damages takes effect during the initial two years of this Agreement, then the Liquidated Damages amount shall be equal to the greater of (i) the weekly amount stated as Base Salary on Exhibit “A” for fifty two (52) weeks, or (ii) the weekly amount stated as Base Salary on Exhibit “A” for the remainder of the Company and FR for initial two year period of this Agreement following the twelve month period ending on the last day of the calendar month immediately preceding the effective date of termination multiplied by the Applicable Percentagetermination. The amount of Liquidated Damages shall be paid biweekly in equal installments over such period.

Payments Upon Termination. If Executive terminates his employment under this Agreement is terminated for any reason set forth in Section 7or if the Bank terminates Executive's employment under this Agreement for any reason, then Employee then, upon any such termination of Executive's employment, Executive shall be entitled to receive from Flagstar: (a) his any unpaid Base Salary and Share Salary for any period ending on or before the applicable calendar year date of termination of employment, including the Notice Period, (b) a pro rata portion of the Bonus Shares for any period ending on or before the date of termination of employment, including the Notice Period, (c) any unreimbursed business, relocation and legal expenses subject to reimbursement under Section 1.05, (d) vacation pay for accrued but unused vacation days through the date of termination, and (e) any benefits to which Executive may be entitled pursuant to the terms and conditions of this Agreement and any applicable Flagstar employee benefit plan, as accrued through the date of termination, which shall be paid on the first payroll date following Executive's termination at the Applicable Percentage times the combined EBITDA of employment (or, for purposes of benefits under an employee benefit plan of the Company and FR for or the twelve month period ending on Bank, provided pursuant to the last day terms of the calendar month applicable employee benefit plan). In addition: (x) amounts payable under the Executive's LTIP shall be paid in accordance with its terms, (y) all unvested Bonus Shares shall immediately preceding vest and (z) subject to the Executive's (i) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to Flagstar's group health insurance plans in which Executive participated immediately prior to the date of termination multiplied by a fraction(“COBRA Continuation Coverage”), and (ii) continued payment of premiums for such plans at the active employee rate (excluding, for purposes of calculating cost, an employee's ability to pay premiums with pre-tax dollars), Flagstar shall provide COBRA Continuation Coverage for the Executive and his eligible dependents until the earliest of (i) the numerator of which shall Executive or his eligible dependents, as the case may be, ceasing to be the number of days Employee was employed during the then such current calendar year and eligible under COBRA, (ii) eighteen (18) months following the denominator Date of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee during such calendar year as contemplated by Section 4.02, shall be credited against such amount), (b) any accrued and unused vacation or paid time off time through the date of the terminationTermination, and (ciii) reimbursement the Executive becoming eligible for coverage under the health insurance plan of any business expenses incurred a subsequent employer (the benefits provided under this sub-section (z), the “Medical Continuation Benefits”). The Executive acknowledges and agrees that he shall be responsible in full for all taxes (including, to the extent applicable, interest and penalties) attributable to amounts includable in the ordinary course Executive's income by reason Section 105(h) of business the Internal Revenue Code of 1986, as amended, arising out of or associated with the Medical Continuation Benefits. The Bank shall continue to pay to Executive his compensation and other benefits under this Agreement through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid by one party to the other, as applicable, within thirty (30) days following the final calculation. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive the Severance Amount (as defined below), payment of which shall be made over a one (1) year period at the same times and in the same manner as his Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by the Applicable PercentageExecutive's employment.