Common use of Termination for Good Reason or Without Cause Clause in Contracts

Termination for Good Reason or Without Cause. If the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05.

Termination for Good Reason or Without Cause. If i. At any time during the Employment Period shall be terminated prior to Term, (A) Executive may terminate the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive Term and Executive’s employment hereunder for Good Reason, or ; and (bB) by the Company may terminate the Term and Executive’s employment hereunder without Cause (that is, other than by death, Disability or for Cause, provided in accordance with Section 5(a), 5(b) or 5(c), respectively). Upon the termination of the Term and Executive’s employment hereunder pursuant to this Section 5(d), Executive has delivered a signed Release shall receive the Accrued Amounts. In addition, subject to Executive’s continued material compliance with the provisions of Sections 6, 7, 8 and 11(m) of this Agreement and Executive’s execution, delivery and non-revocation of an effective release of claims reasonably satisfactory to against the Company Group substantially in the form attached hereto as Exhibit B (the “Release”), which Release must be executed (and not revoked) to the Company pursuant to the notice provision of Section 10.07 by Executive within thirty sixty (3060) days following the date of Executive’s termination (the Date of Termination and not revoked the “Release within the seven-day revocation period provided for in the ReleasePeriod”), the Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to (x) cash severance (the “Severance Payment”) equal to one times (1.0x) the Base Salary, which Severance Payment shall be payable in accordance with the Company’s usual payroll practices in equal installments over the twelve (12)-month period following the date of termination, with the first such installment to be paid on the first payroll date after the release becomes effective; and (y) if Executive and any unpaid amounts only if of Executive’s eligible dependents, in each case, who participate in the Company’s medical, dental, vision and prescription drug plans as of the date of termination, timely elect COBRA coverage under such plans, the Company shall pay directly, or reimburse Executive has not breached and does not breach for, a portion of such COBRA premiums (on a monthly basis) equal to the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata employer portion of the Executive’s target bonus premium for active employees for a period of twelve (12) months following the year date of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall if and to the extent that any benefit described in this clause (y) is not or cannot be paid until expiration or provided under any Company plan or program without adverse tax consequences to the Company, then the Company shall pay Executive a monthly payment in an amount equal to the Company’s cost of providing such benefit. The reimbursement of such premiums (or the monthly payment, if applicable) provided under clause (y) of this Section 5(d) shall cease to be effective as of the 7-day statutory revocation period date Executive becomes eligible for coverage under the medical, dental, vision and prescription drug insurance plans of a subsequent employer with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as corresponding benefit provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05hereunder.

Termination for Good Reason or Without Cause. If the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, Reason or (b) by the Company without Cause, the Executive shall continue to: (a) receive Base Salary through the six (6) month anniversary of the Date of Termination, such amount to be paid in accordance with the regular payroll practices of the Company (except that any amount otherwise payable after the Date of Termination and prior to the sixtieth (60th) day following the Date of Termination shall instead be paid on such sixtieth (60th) day), and except that any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company will be subject to Section 12.09 below; (b) receive an amount equal to the sum of (i) the Executive’s target annual bonus plus (ii) a pro-rated portion of the Executive’s target annual bonus based on the number of days elapsed in the calendar year through the date Notice of Termination is given, one half of which amount shall be paid in cash in a single lump sum on the date that is sixty (60) days following the Date of Termination and the remaining half of which shall be paid in accordance with the regular payroll practices of the Company (except that any amount otherwise payable after the Date of Termination and prior to the sixtieth (60th) day following the Date of Termination shall instead be paid on such sixtieth (60th) day); (c) receive benefits set forth in Section 4.03 above through the Date of Termination, except that any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company will be subject to Section 12.09 below, and (d) receive his major medical insurance coverage benefits from the Company’s plan in effect from time to time (provided the Executive continues to pay the portion of the premiums for such coverage that are charged to similarly situated active employees) for a period equal to the lesser of (i) six (6) months after the Date of Termination, and (ii) until the Executive is provided by another employer with benefits substantially comparable to the benefits provided by such plan; and (f) receive reimbursement for all Reimbursable Expenses incurred by the Executive prior to the Date of Termination. The Executive’s entitlements under all other benefit plans and programs of the Company shall be as determined thereunder. Notwithstanding the foregoing, the Executive shall be entitled to the amounts described above (other than Base Salary and benefits as set forth in Section 4.03 through the Date of Termination) only if (i) the Executive has delivered a signed Release entered into an irrevocable (except to the extent required by law, and to the extent required by law to be revocable, has not revoked) general release of claims claims, which, subject to Section 5.07 below, is reasonably satisfactory to the Company (the “Release”) to ), on or before the Company pursuant to the notice provision of Section 10.07 within thirty date that is fifty (3050) days of following the Date of Termination and (but not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through prior to the Date of Termination Termination), and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion 6.01, 7.01, 8.01, 9.01, 9.02 or 11.01 of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05Agreement.

Termination for Good Reason or Without Cause. If Except as otherwise set forth in Section 5.09 below, if the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without Companies not for Cause, provided the Executive has delivered a signed Release executed, on or before the date that is fifty (50) days following the date of his termination of employment, an irrevocable (except to the extent required by law to be revocable) general release of claims reasonably satisfactory in the form attached hereto as Exhibit A, and does not revoke such release prior to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days end of the Date of Termination and not revoked the Release within the seven-seven day statutory revocation period provided for in the Releaseperiod, the Executive shall be paid entitled solely to the following: (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with Termination, paid on the Company‘s bonus program but not yet paidCompanies’ normal payroll payment date; (ii) an amount equal to one two times the sum of Base Salary and the Executive’s target annual bonus amount for the year of termination (1) times or the Base Salary and one (1) times the or target annual bonus amountfor the prior year if reduction of the Executive’s Base Salary or target annual bonus, or both, was the event giving rise to Good Reason), provided that that, the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof6.01, 7.01, 8.01 or 9 below; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference termination of employment equal to the Executive’s target annual bonus for such year pro rated for the number of days full months during the bonus year during which he was employed by the Companyprior to such termination of employment, to be paid, subject to Section 13.14 below, 60 days following such termination of employment; (iv) payment for all accrued, but unused, vacation time through of the restricted shares and stock options held by the Executive shall vest and/or become exercisable on the Date of Termination; , and (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that duplicative severance benefits shall not be payable under any other plan or program. Notwithstanding Amounts described in clause (ii) above will be paid, subject to Section 13.14 below, in twelve (12) equal installments, the foregoing, if a termination first two (2) of employment results in severance benefits being which shall be paid under an change in control agreement on the date that is two (or any successor thereto), no amounts or benefits 2) months following the Date of Termination and the next ten (10) of which will be paid to in ten (10) equal monthly installments commencing on the date that is three (3) months following the Date of Termination and continuing on each of the next nine (9) monthly anniversaries of the Date of Termination. In addition, promptly following any such termination, the Executive under this Section 5.02 or 5.05shall be reimbursed for all Reimbursable Expenses incurred by the Executive prior to such termination.

Termination for Good Reason or Without Cause. If At any time, (i) Executive may terminate Executive’s employment for “Good Reason” (as defined below), provided the Employment Period shall Company has not previously notified him of its intent to terminate his employment for Cause and (ii) the Company may terminate Executive’s employment without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 8(a), 8(b) or 8(c), respectively). “Good Reason” will mean the occurrence, without Executive’s prior written consent, of any of the following events: (A) a material reduction in the nature or scope of Executive’s responsibilities, duties and/or authority; provided, that a change in job position (including a change in title) will not be terminated prior deemed a “material reduction” in and of itself unless Executive’s responsibilities, duties and/or or authority are materially reduced; (B) a material reduction in Executive’s then-current Base Salary, which the Company and Executive agree is at least 10% of Executive’s then-current Base Salary; provided, that a reduction in Base Salary will not be “Good Reason” to the expiration extent that the salary reduction is made as part of a broader salary reduction program of the third anniversary Company Group affecting a majority of similarly situated employees; (C) a material reduction in the responsibilities, duties and/or authority of the Start Date supervisor to whom Executive is required to report; (D) the relocation of Executive’s primary office to a location that increases Executive’s one-way commute by more than sixty (60) miles; or (E) any other material breach by the end Company of a material term of this Agreement, including but not limited to a breach of Section 10(d)(iii) by failing to cause any successor to the Company to expressly assume and agree to perform in all material respects this Agreement; provided, that any such event described in (A) through (E) above will not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after the initial existence of the Employment Period as extended pursuant circumstances giving rise to Section 5.01) (a) by the Executive for Good Reason, or and within thirty (b30) by days following the receipt of such Notice of Termination for Good Reason the Company without Causehas failed to reasonably cure the circumstances giving rise to Good Reason, provided the and Executive has delivered a signed Release of claims reasonably satisfactory to resigns from all positions he then-holds with the Company Group effective not later than six (6) months following the initial existence of the circumstances giving rise to Good Reason. Upon the termination of Executive’s employment hereunder pursuant to this Section 8(d), and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definitions thereunder, a “Separation From Service”), Executive will receive (A) the Accrued Amounts, and, (B) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-sixty (60) day revocation period provided for in following the Releasedate of Executive’s Separation From Service, the Executive shall be paid solely following severance benefits (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such terminationcollectively, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05.“Severance Benefits”):

Termination for Good Reason or Without Cause. If the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty ninety (3090) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times to be paid in twelve monthly installments following the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions Date of Sections 6.01 and 7.01 hereofTermination); (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company, as determined to be earned by the Compensation Committee of the Board, or the Board as applicable, pursuant to the applicable bonus plan; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and clause (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable bonus plan subject to the attainment of the performance goals applicable to such bonus awardaward and will be paid in such form and at such time as bonuses for that year are paid to other executives of the Company as determined by the Compensation Committee or Board, as applicable. The amount described in clause (vvi) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an any change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05. The Executive further agrees that in the event that the Employment Period is terminated prior to the end of the Employment Period by the Executive under clause (c) under the definition of Good Reason, the Company may cease making payments under (ii) and (iii) above (and Executive will reimburse the Company for any payments made under (ii) and (iii) above with respect to such termination) in the event that the Executive accepts employment with the acquirer of all or substantially all of the assets of the Company prior to the end of the twelve month payment period during which payments under (ii) will be made.

Termination for Good Reason or Without Cause. If the Employment Period shall be terminated prior to the expiration of the third second anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05.

Termination for Good Reason or Without Cause. If the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without not for Cause, provided the Executive has delivered entered into and not revoked a signed Release general release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the ReleaseCompany, the Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s Company’s bonus program but not yet paid; (ii) an amount equal to one two (12) times the Base Salary and one two (12) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by for the Executive associated with seeking another employment position within 12 months of the Date of Terminationposition; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), (iii) and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements agreements, and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change the Change in control agreement Control Agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.055.02.

Termination for Good Reason or Without Cause. If Except as otherwise set forth in Section 5.09 below, if the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without Companies not for Cause, provided in either case that the Executive has delivered a signed Release executed, on or before the date that is fifty (50) days following the date of his termination of employment, an irrevocable (except to the extent required by law to be revocable) general release of claims reasonably satisfactory in the form attached hereto as Exhibit A, and does not revoke such release prior to the Company (the “Release”) to the Company pursuant to the notice provision end of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day statutory revocation period provided for in the Releaseperiod, the Executive shall be paid entitled solely to the following: (i) Base Salary and accrued unused vacation through the Date of Termination and any annual bonus awarded in accordance with Termination, paid on the Company‘s bonus program but not yet paidCompanies’ normal payroll payment date; (ii) an amount equal to one two times the sum of Base Salary and the Executive’s Annual Target Bonus for the year of termination (1) times or the Base Salary and one (1) times or Annual Target Bonus for the prior year if reduction of the Executive’s Base Salary or target annual bonus amountbonus, or both, was the event giving rise to Good Reason), provided that that, the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof6.01, 7.01, 8.01 or Article 9 below; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference termination of employment equal to the Executive’s actual annual bonus for such year pro rated for the number of days full months during the bonus year prior to the Date of Termination, to be paid, subject to Section 13.14 below (including but not limited to any delay in payment due to application of the Delay Period), seventy-five (75) days after the end of the fiscal year during which he the bonus was employed by the Companyeligible to be earned; (iv) payment for notwithstanding anything to the contrary in any equity award agreement, the Option granted under Section 4.05 herein and the RSUs granted under Section 4.06 herein shall fully vest and the RSUs shall be settled immediately and the Option shall become exercisable (provided that all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by other equity awards granted to the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive pursuant to Section 4.07 or otherwise shall instead be reimbursed all Reimbursable Expenses incurred by the Executive prior subject to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the Stock Plan and applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause award agreement(s)); and (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that duplicative severance benefits shall not be payable under any other plan or program. Notwithstanding Amounts described in clause (ii) above will be paid, subject to Section 13.14 below (including, but not limited to, any delay in payment due to application of the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor theretoDelay Period), no amounts or benefits in twelve (12) equal monthly installments, the first two (2) of which shall be paid on the date that is two (2) months following the Date of Termination and the next ten (10) of which will be paid to in ten (10) equal monthly installments commencing on the date that is three (3) months following the Date of Termination and continuing on each of the next nine (9) monthly anniversaries of the Date of Termination. In addition, the Executive shall be reimbursed for all Reimbursable Expenses incurred by the Executive prior to such termination in accordance with Section 4.04 and Section 13.14 herein. For the purposes of this Agreement, the actual annual bonus shall be determined by the Committee. In addition, the provisions of clause (iv), above, shall apply to any involuntary termination of Executive’s employment by the Company without Cause or voluntary termination by Executive for Good Reason occurring on or after expiration of the Employment Period under Section 5.01 following any Company notice to Executive that the Employment Period will not be automatically so extended (and for the avoidance of doubt, this Section 5.02 or 5.05sentence and related provisions of this Agreement shall survive any such expiration of the Employment Period).

Termination for Good Reason or Without Cause. If the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, Reason or (b) by the Company without Cause, the Executive shall continue to: (a) receive Base Salary through the six (6) month anniversary of the Date of Termination, such amount to be paid in accordance with the regular payroll practices of the Company (except that any amount otherwise payable after the Date of Termination and prior to the sixtieth (60th) day following the Date of Termination shall instead be paid on such sixtieth (60th) day), and except that any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company will be subject to Section 12.09 below; (b) receive an amount equal to the sum of (i) the Executive’s target annual bonus plus (ii) a pro-rated portion of the Executive’s target annual bonus based on the number of days elapsed in the calendar year through the date Notice of Termination is given, one half of which amount shall be paid in cash in a single lump sum on the date that is sixty (60) days following the Date of Termination and the remaining half of which shall be paid in accordance with the regular payroll practices of the Company from the Date of Termination through the six month anniversary thereof (except that any amount otherwise payable after the Date of Termination and prior to the sixtieth (60th) day following the Date of Termination shall instead be paid on such sixtieth (60th) day); (c) receive benefits set forth in Section 4.03 above through the Date of Termination, except that any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company will be subject to Section 12.09 below; and (d) receive his major medical insurance coverage benefits from the Company’s plan in effect from time to time (provided the Executive continues to pay the portion of the premiums for such coverage that are charged to similarly situated active employees) for a period equal to the lesser of (i) six (6) months after the Date of Termination, and (ii) until the Executive is provided by another employer with benefits substantially comparable to the benefits provided by such plan; and (e) receive reimbursement for all Reimbursable Expenses incurred by the Executive prior to the Date of Termination. The Executive’s entitlements under all other benefit plans and programs of the Company shall be as determined thereunder. Notwithstanding the foregoing, the Executive shall be entitled to the amounts described above (other than Base Salary and benefits as set forth in Section 4.03 through the Date of Termination) only if (i) the Executive has delivered a signed Release entered into an irrevocable (except to the extent required by law, and to the extent required by law to be revocable, has not revoked) general release of claims claims, which, subject to Section 5.07 below, is reasonably satisfactory to the Company (the “Release”) to ), on or before the Company pursuant to the notice provision of Section 10.07 within thirty date that is fifty (3050) days of following the Date of Termination and (but not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through prior to the Date of Termination Termination), and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion 6.01, 7.01, 8.01, 9.01, 9.02 or 11.01 of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05Agreement.

Termination for Good Reason or Without Cause. If Executive terminates his employment with the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive Company for Good ReasonReason (as defined below), or (b) by if the Company terminates Executive’s employment without CauseCause (as defined below), provided the Executive has delivered a signed Release of claims reasonably satisfactory to then the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the will pay Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount a severance benefit equal to one (1) times the year of full Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of at the Executive’s target bonus for highest rate in effect in the year twelve (12) months preceding the termination of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time employment plus any Target Bonus compensation Executive has accrued through the Date date of Termination; termination (vthe “Severance Payment”). In addition, notwithstanding the terms of any applicable award agreements, all outstanding long-term cash-based compensation awards (“Cash LTIP”) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months that have been awarded (whether or not they have been accrued) that are exempt from Section 409A of the Date Internal Revenue Code of Termination1986, as amended, (“Section 409A”) shall become fully vested and paid; and (vi) promptly following provided that any such termination, the Executive awards that are subject to Section 409A shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) fully vest but shall be paid in accordance with the terms of the award and Section 409A. In addition, notwithstanding the terms of any applicable plan award agreements, all outstanding equity-based compensation awards that have been awarded (whether or not they have been accrued) that are exempt from Section 409A (“Equity Awards”) shall become fully vested and the restrictions thereon shall lapse; provided that any such awards that are subject to Section 409A shall vest but shall be paid in accordance with the attainment terms of the performance goals award and Section 409A. In addition, the Company shall pay Executive a single lump sum payment representing twelve (12) months of premiums for COBRA group health continuation coverage for Executive and his family based on the then-current COBRA premium rate that Executive would be charged at the time of his termination of employment (the “Medical Benefit”). In addition, the Company shall be required to pay Executive his Base Salary and accrued vacation pay that Executive has earned on and through the date of such termination of employment. Subject to Section 14 (Section 409A Compliance) below, the awards that are subject to Section 409A shall vest (and be paid in accordance with the applicable terms and Section 409A) and the Severance Payment and the Cash LTIP (to such bonus award. The amount described in clause (vthe extent exempt from Section 409A) shall be paid in a lump sum no later than sixty (60) days following termination of employment; provided that the end of general release under Section 5(d) below is effective on that date and; provided further that Executive shall have executed the resignations as required by Section 5(e) and; provided further that if the sixty (60) day period spans two (2) calendar year following years, such payments and accelerated vesting will be made/occur in the year in which second calendar year. If the general release does not become effective within such expense is incurred by the Executive60-day period, no severance shall be payable hereunder. The terms of All payments hereunder are subject to all Company restricted stock units, stock options applicable income and employment tax withholdings and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05required deductions.

Termination for Good Reason or Without Cause. If the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Retirement Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 Company’s General Counsel within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s Company’s bonus program but not yet paid; (ii) an amount equal to one two (12) times the Base Salary and one two (12) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements agreements, and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change the Change in control agreement Control Agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05.

Termination for Good Reason or Without Cause. If Except as otherwise set forth in Section 5.09 below, if the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without Companies not for Cause, provided the Executive has delivered a signed Release executed, on or before the date that is fifty (50) days following the date of his termination of employment, an irrevocable (except to the extent required by law to be revocable) general release of claims reasonably satisfactory in the form attached hereto as Exhibit A, and does not revoke such release prior to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days end of the Date of Termination and not revoked the Release within the seven-seven (7) day statutory revocation period provided for in the Releaseperiod, the Executive shall be paid entitled solely to the following: (i) Base Salary and accrued unused vacation through the Date of Termination and any annual bonus awarded in accordance with Termination, paid on the Company‘s bonus program but not yet paidCompanies’ normal payroll payment date; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amountSalary, provided that that, the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof6.01, 7.01, 8.01 or Article 9 below; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference termination of employment equal to the Executive’s actual annual bonus for such year pro rated for the number of days full months during the bonus year prior to such termination of employment, to be paid, subject to Section 13.14 below (including but not limited to any delay in payment due to application of the Delay Period), seventy-five (75) days after the end of the fiscal year during which he the bonus was employed by the Companyeligible to be earned; (iv) payment for notwithstanding anything to the contrary in any equity award agreement, the Restricted Stock Units granted under Section 4.05 herein shall fully vest and the Restricted Stock Units shall be settled immediately (provided that all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by other equity awards granted to the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive pursuant to Section 4.06 or otherwise shall instead be reimbursed all Reimbursable Expenses incurred by the Executive prior subject to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the Stock Plan and applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause award agreement(s)); and (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that duplicative severance benefits shall not be payable under any other plan or program. Notwithstanding Amounts described in clause (ii) above will be paid, subject to Section 13.14 below, in twelve (12) equal installments, the foregoing, if a termination first two (2) of employment results in severance benefits being which shall be paid under an change in control agreement on the date that is two (or any successor thereto), no amounts or benefits 2) months following the Date of Termination and the next ten (10) of which will be paid to in ten (10) equal monthly installments commencing on the date that is three (3) months following the Date of Termination and continuing on each of the next nine (9) monthly anniversaries of the Date of Termination. In addition, promptly following any such termination, the Executive shall be reimbursed for all Reimbursable Expenses incurred by the Executive prior to such termination in accordance with Section 4.04 and Section 13.14 herein. For the purposes of this Agreement, the actual annual bonus shall be determined by the Committee. In addition, the provisions of clause (iv), above, shall apply to any involuntary termination of Executive’s employment by the Company without Cause or voluntary termination by Executive for Good Reason occurring on or after the expiration of the Employment Period under Section 5.01 following any Company notice to Executive that the Employment Period will not be automatically so extended (and for the avoidance of doubt, this Section 5.02 or 5.05sentence and related provisions of this Agreement shall survive any such expiration of the Employment Period).

Termination for Good Reason or Without Cause. If Except as otherwise set forth in Section 5.09 below, if the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without Companies not for Cause, provided in either case that the Executive has delivered a signed Release executed, on or before the date that is fifty (50) days following the date of his termination of employment, an irrevocable (except to the extent required by law to be revocable) general release of claims reasonably satisfactory similar to the Company (the “Release”) form attached hereto as Exhibit A, and does not revoke such release prior to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days end of the Date of Termination and not revoked the Release within the seven-seven (7) day statutory revocation period provided for in the Releaseperiod, the Executive shall be paid entitled solely to the following: (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with Termination, paid on the Company‘s bonus program but not yet paidCompanies’ normal payroll payment date; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amountSalary, provided that that, the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof6.01, 7.01, 8.01 or Article 9 below; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference termination of employment equal to the Executive’s actual annual bonus for such year pro rated for the number of days full months during the bonus year prior to such termination of employment, to be paid, subject to Section 13.14 below (including but not limited to any delay in payment due to application of the Delay Period), seventy-five (75) days after the end of the fiscal year during which he the bonus was employed by the Companyeligible to be earned; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that duplicative severance benefits shall not be payable under any other plan or program. Notwithstanding Amounts described in clause (ii) above will be paid, subject to Section 13.14 below (including, but not limited to, any delay in payment due to application of the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor theretoDelay Period), no amounts or benefits in twelve (12) equal monthly installments, the first two (2) of which shall be paid on the date that is two (2) months following the Date of Termination and the next ten (10) of which will be paid to in ten (10) equal monthly installments commencing on the date that is three (3) months following the Date of Termination and continuing on each of the next nine (9) monthly anniversaries of the Date of Termination. In addition, the Executive shall be reimbursed for all Reimbursable Expenses incurred by the Executive prior to such termination in accordance with Section 4.04 and Section 13.14 herein. For the purposes of this Agreement, the actual annual bonus shall be determined by the Committee. In addition, the provisions of clause (iv) above, shall apply to any involuntary termination of Executive’s employment by the Company without Cause or voluntary termination by Executive for Good Reason occurring on or after the expiration of the Employment Period under Section 5.01 following any Company notice to Executive that the Employment Period will not be automatically so extended (and for the avoidance of doubt, this Section 5.02 or 5.05sentence and related provisions of this Agreement shall survive any such expiration of the Employment Period).

Termination for Good Reason or Without Cause. If the Employment Period shall be terminated prior to the expiration of the third second anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s Company’s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he she was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described EXECUTION VERSION in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock, restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an a change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05.

Termination for Good Reason or Without Cause. If the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, Reason or (b) by the Company without Cause, the Executive shall continue to receive Base Salary through the Date of Termination, such amount to be paid in accordance with the regular payroll practices of the Company (except that, if applicable, any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company will be subject to Section 12.09 below). The Executive shall also receive: (a) an amount equal to his Base Salary for the number of months equal to the excess of twenty-four (24) over the number of months, if any, of Executive’s Garden Leave, such amount to be paid in equal installments in accordance with the regular payroll practices of the Company from the Date of Termination through the six month anniversary thereof (except that any amount otherwise payable after the Date of Termination and prior to the sixtieth (60th) day following the Date of Termination shall instead be paid on such sixtieth (60th) day, and, if applicable, any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company will be subject to Section 12.09 below); (b) the sum of (i) two (2) times his target annual bonus set forth in Section 4.02, and (ii) a pro-rated portion of the Executive’s target annual bonus based on the number of days elapsed in the calendar year through the Date of Termination (less the number of days, if any, of Executive’s Garden Leave), one half of which sum shall be paid in cash in a single lump sum on the date that is sixty (60) days following the Date of Termination and the remaining half of which shall be paid in equal installments in accordance with the regular payroll practices of the Company from the Date of Termination through the six month anniversary thereof (except that any amount otherwise payable after the Date of Termination and prior to the sixtieth (60th) day following the Date of Termination shall instead be paid on such sixtieth (60th) day); (c) benefits set forth in Section 4.03 above through the Date of Termination, except that, if applicable, any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company will be subject to Section 12.09 below; (d) his major medical insurance coverage benefits from the Company’s plan in effect from time to time (provided the Executive continues to pay the portion of the premiums for such coverage that are charged to similarly situated active employees) for a period equal to the lesser of (i) eighteen (18) months after the Date of Termination; and (ii) until the Executive is provided by another employer with benefits substantially comparable to the benefits provided by such plan; and (e) reimbursement for all Reimbursable Expenses incurred by the Executive prior to the Date of Termination. The Executive’s entitlements under all other benefit plans and programs of the Company shall be as determined thereunder. Notwithstanding the foregoing, the Executive shall be entitled to the amounts described above (other than Base Salary and benefits as set forth in Section 4.03 through the Date of Termination) only if (x) the Executive has delivered a signed Release entered into an irrevocable (except to the extent required by law, and to the extent required by law to be revocable, has not revoked) general release of claims claims, which, subject to Section 5.07 below, is reasonably satisfactory to the Company (but does not impose any post-termination restrictive covenant upon the Executive that he had not agreed to in writing prior to the Date of Termination; “Release”) to ), on or before the Company pursuant to the notice provision of Section 10.07 within thirty date that is fifty (3050) days of following the Date of Termination and (but not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through prior to the Date of Termination Termination), and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (iiy) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion 6.01, 7.01, 8.01, 9.01, 9.02 or 11.01 of this Agreement. Further, In the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by event the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than does not have alternative medical coverage at the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as eighteen (18) month period set forth in clause (d) above, the applicable award agreements Executive and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits his spouse will be paid allowed to continue to receive major medical insurance coverage from the Company’s plan for a period equal to the lesser of (p) eighteen (18) additional months or (q) if applicable, until the Executive under this Section 5.02 or 5.05is provided by another employer with benefits substantially comparable (with no preexisting condition limitations) to the benefits provided by such plan, and in such event the Executive will be required to pay the full cost of such continued coverage (“Extended Medical Benefit”).

Termination for Good Reason or Without Cause. If the Employment Period shall be Executive’s employment is terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release“ Release ”) to the Company pursuant to the notice provision of Section 10.07 within thirty ninety (3090) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times to be paid in twelve monthly installments following the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions Date of Sections 6.01 and 7.01 hereofTermination); (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company, as determined to be earned by the Compensation Committee of the Board, or the Board as applicable, pursuant to the applicable bonus plan; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and clause (iv) above will be paid in a single lump sum within on the later of ten (10) days after the Date of Termination, or the next payroll date; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable bonus plan subject to the attainment of the performance goals applicable to such bonus awardaward and will be paid in such form and at such time as bonuses for that year are paid to other executives of the Company as determined by the Compensation Committee or Board, as applicable. The amount described in clause (vvi) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an any change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05. The Executive further agrees that in the event that the Executive is terminated prior to the end of the Employment Period by the Executive under clause (c) under the definition of Good Reason, the Company may cease making payments under (ii) and (iii) above (and Executive will reimburse the Company for any payments made under (ii) and (iii) above with respect to such termination) in the event that the Executive accepts employment with the acquirer of all or substantially all of the assets of the Company prior to the end of the twelve month payment period during which payments under (ii) will be made.

Termination for Good Reason or Without Cause. If Except as otherwise set forth in Section 5.09 below, if the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without CauseCompanies not for Cause (such termination, a “Qualifying Termination”), provided the Executive has delivered a signed Release executed, on or before the date that is fifty (50) days following the date of his termination of employment, an irrevocable (except to the extent required by law to be revocable) general release of claims reasonably satisfactory in the form attached hereto as Exhibit A, and does not revoke such release prior to the Company (the “Release”) to the Company pursuant to the notice provision end of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day statutory revocation period provided for in the Releaseperiod, the Executive shall be paid entitled solely to the following: (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with Termination, paid on the Company‘s bonus program but not yet paidCompanies’ normal payroll payment date; (ii) an amount equal to one the lesser of (1A) two times the sum of Base Salary and the Executive’s Average Annual Bonus for the year of termination (or the Base Salary and one (1) times or Average Annual Bonus for the prior year if reduction of the Executive’s Base Salary or target annual bonus amountbonus, or both, was the event giving rise to Good Reason) or (B) the “Remaining Contract Value” (as defined below), provided that that, the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof6.01, 7.01, 8.01 or Article 9 below; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference termination of employment equal to the Executive’s actual annual bonus for such year pro rated for the number of days full months during the bonus year during which he was employed by prior to the CompanyDate of Termination, to be paid, subject to Section 13.14 below (including but not limited to any delay in payment due to application of the Delay Period), sixty (60) days following such termination of employment; (iv) payment for notwithstanding anything to the contrary in any equity award agreement, all accruedof the restricted stock, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred restricted stock units and stock options held by the Executive associated with seeking another employment position within 12 months of shall vest and/or become exercisable on the Date of Termination; and (viv) promptly medical benefits as provided in Section 5.05 below. For the purposes herein, the “Remaining Contract Value” shall mean the aggregate amount of the unpaid Base Salary and bonus for the remainder of the term of the Employment Period following the date of the Executive’s termination of employment (that is, the unpaid balance of Base Salary and bonus), treating for this purpose the amount of bonus for any such terminationremaining year(s) of the Employment Period as being equal to the Average Annual Bonus as determined at the time of the Executive’s termination of employment. Further, except as otherwise set forth in Section 5.09 below or herein, the provisions of this Section 5.03, including the rights and obligations of the Executive stated herein, apply if (A) the Qualifying Termination occurs on or within two (2) years following a Change in Control or (B) on or within two (2) years following a Change in Control of the Company or following the Company’s shares ceasing to be publicly traded, the Executive shall be reimbursed all Reimbursable Expenses incurred by terminates his employment because of the failure of the Executive prior to be both a member of the board of directors and chief executive officer of the successor or acquiring entity (including the ultimate parent of such termination. The amounts described in clauses (ientity), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration the Base Salary and bonus payments provided for in clause (ii) of the 7-day statutory revocation period with respect to the release referred to first sentence in this Section 5.02 above. The amount described in clause (iii) 5.03 shall be paid in accordance with equal to two times the terms of the applicable plan subject Executive’s Base Salary and Average Annual Bonus and shall not be determined by reference to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 belowRemaining Contract Value. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that duplicative severance benefits shall not be payable under any other plan or program. Notwithstanding Amounts described in clause (ii) above will be paid, subject to Section 13.14 below (including, but not limited to, any delay in payment due to application of the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor theretoDelay Period), no amounts or benefits in twelve (12) equal monthly installments, the first two (2) of which shall be paid on the date that is two (2) months following the Date of Termination and the next ten (10) of which will be paid to in ten (10) equal monthly installments commencing on the date that is three (3) months following the Date of Termination and continuing on each of the next nine (9) monthly anniversaries of the Date of Termination. In addition, the Executive under this shall be reimbursed for all Reimbursable Expenses incurred by the Executive prior to such termination in accordance with Section 5.02 or 5.054.04 and Section 13.14 herein.

Termination for Good Reason or Without Cause. If Except as otherwise set forth in Section 5.09 below, if the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without CauseCompanies not for Cause (such termination, a “Qualifying Termination”), provided the Executive has delivered a signed Release executed, on or before the date that is fifty (50) days following the date of his termination of employment, an irrevocable (except to the extent required by law to be revocable) general release of claims reasonably satisfactory in the form attached hereto as Exhibit A, and does not revoke such release prior to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days end of the Date of Termination and not revoked the Release within the seven-seven day statutory revocation period provided for in the Releaseperiod, the Executive shall be paid entitled solely to the following: (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with Termination, paid on the Company‘s bonus program but not yet paidCompanies’ normal payroll payment date; (ii) an amount equal to one two times the sum of Base Salary and the Executive’s target annual bonus amount for the year of termination (1) times or the Base Salary and one (1) times the or target annual bonus amountfor the prior year if reduction of the Executive’s Base Salary or target annual bonus, or both, was the event giving rise to Good Reason), provided that that, the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof6.01, 7.01, 8.01 or Article 9 below; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference termination of employment equal to the Executive’s target annual bonus for such year pro rated for the number of days full months during the bonus year during which he was employed by the Companyprior to such termination of employment, to be paid, subject to Section 13.14 below, (sixty) 60 days following such termination of employment; (iv) payment for notwithstanding anything to the contrary in any equity award agreement, all accruedof the restricted stock, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred restricted stock units and stock options held by the Executive associated with seeking another employment position within 12 months of shall vest and/or become exercisable on the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. Further, except as otherwise set forth in Section 5.09 below, the provisions of this Section 5.03, including the rights and obligations of the Executive stated herein, apply if (A) the Qualifying Termination occurs on or within two (2) years following a Change in Control or (B) on or within two (2) years following a Change in Control of the Company or following the Company’s shares ceasing to be publicly traded, the Executive terminates his employment because of the failure of the Executive to be both a member of the board of directors and chief executive officer of the successor or acquiring entity (including the ultimate parent of such entity). The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that duplicative severance benefits shall not be payable under any other plan or program. Notwithstanding Amounts described in clause (ii) above will be paid, subject to Section 13.14 below, in twelve (12) equal monthly installments, the foregoing, if a termination first two (2) of employment results in severance benefits being which shall be paid under an change in control agreement on the date that is two (or any successor thereto), no amounts or benefits 2) months following the Date of Termination and the next ten (10) of which will be paid to in ten (10) equal monthly installments commencing on the date that is three (3) months following the Date of Termination and continuing on each of the next nine (9) monthly anniversaries of the Date of Termination. In addition, the Executive under this shall be reimbursed for all Reimbursable Expenses incurred by the Executive prior to such termination in accordance with Section 5.02 or 5.054.04 and Section 13.14 herein.

Termination for Good Reason or Without Cause. If the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, Reason or (b) by the Company without Cause, the Executive shall continue to: (a) receive Base Salary through the six (6) month anniversary of the Date of Termination, such amount to be paid in accordance with the regular payroll practices of the Company (except that any amount otherwise payable after the Date of Termination and prior to the sixtieth (60th) day following the Date of Termination shall instead be paid on such sixtieth (60th) day), and except that any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company will be subject to Section 12.09 below; (b) receive an amount equal to the sum of (i) the Executive’s target annual bonus plus (ii) a pro-rated portion of the Executive’s target annual bonus based on the number of days elapsed in the calendar year through the date Notice of Termination is given, one half of which amount shall be paid in cash in a single lump sum on the date that is sixty (60) days following the Date of Termination and the remaining half of which shall be paid in accordance with the regular payroll practices of the Company (except that any amount otherwise payable after the Date of Termination and prior to the sixtieth (60th) day following the Date of Termination shall instead be paid on such sixtieth (60th) day); (c) receive benefits set forth in Section 4.03 above through the Date of Termination, except that any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company will be subject to Section 12.09 below, and (d) receive his major medical insurance coverage benefits from the Company’s plan in effect from time to time (provided the Executive continues to pay the portion of the premiums for such coverage that are charged to similarly situated active employees) for a period equal to the lesser of (i) six (6) months after the Date of Termination, and (ii) until the Executive is provided by another employer with benefits substantially comparable to the benefits provided by such plan; and (f) receive reimbursement for all Reimbursable Expenses incurred by the Executive prior to the Date of Termination. The Executive’s entitlements under all other benefit plans and programs of the Company shall be as determined thereunder. Notwithstanding the foregoing, the Executive shall be entitled to the amounts described above (other than Base Salary and 4 | Page benefits as set forth in Section 4.03 through the Date of Termination) only if (i) the Executive has delivered a signed Release entered into an irrevocable (except to the extent required by law, and to the extent required by law to be revocable, has not revoked) general release of claims claims, which, subject to Section 5.07 below, is reasonably satisfactory to the Company (the “Release”) to ), on or before the Company pursuant to the notice provision of Section 10.07 within thirty date that is fifty (3050) days of following the Date of Termination and (but not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through prior to the Date of Termination Termination), and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion 6.01, 7.01, 8.01, 9.01, 9.02 or 11.01 of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05Agreement.

Termination for Good Reason or Without Cause. If the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 Company’s General Counsel within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s Company’s bonus program but not yet paid; (ii) an amount equal to one two (12) times the Base Salary and one two (12) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements agreements, and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change the Change in control agreement Control Agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05.

Termination for Good Reason or Without Cause. If At any time during the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good ReasonTerm, or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through the Date of Termination Executive may terminate the Executive’s employment hereunder for “Good Reason” (as defined below) and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one the Company may terminate the Executive’s employment hereunder without Cause (1) times and other than for death or Disability). “Good Reason” shall mean the Base Salary and one occurrence, without the Executive’s prior written consent, of any of the following events: (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iiiA) a pro-rata portion reduction in the nature or scope of the Executive’s authority or duties from those contemplated by this Agreement; (B) a reduction in the then current Base Salary, target bonus for the year of termination, calculated by reference Annual Bonus or fringe benefits specific to the number of days during the bonus year during which he was employed by the CompanyExecutive; or (ivC) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by causing or requiring the Executive associated with seeking another employment position within 12 months of to report to any person other than the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of TerminationBoard; provided, however, that no amount any such event described in (A), (B) or (C) above shall be paid not constitute Good Reason unless and until expiration the Executive shall have provided the Company with notice of such event and the Company shall have failed to remedy such event within 30 days of receipt of such notice. Upon the termination of the 7Executive’s employment hereunder pursuant to this Section 8(d), the Executive shall receive within five days following termination, a lump sum payment in an amount equal to (i) the sum of (A) any earned but unpaid Base Salary through the date of termination, (B) any earned but unpaid Bonus for any Fiscal Year preceding the Fiscal Year in which the termination occurs, (C) a pro-day statutory revocation rata amount of the Annual Bonus for the Fiscal Year in which the termination occurs, (D) the dollar value of all accrued and unused vacation based upon the Executive’s most recent level of Base Salary and (E) any vested but unpaid portion of the Retention Bonus, including the portion which vests upon such termination of employment., plus (ii) the sum of (A) two times the Executive’s Base Salary (at the rate then in effect) and (B) two times the Annual Bonus the Executive received for the Fiscal Year preceding the Fiscal Year in which the termination occurs. In addition, the Company shall continue to provide, at the Company’s cost, health benefits to the Executive and his spouse and other eligible dependents at the same level of coverage and benefits as is provided to U.S.-based senior executives of the Company for the two-year period following the date of the Executive’s termination; provided, that the Company’s obligation to provide any such health benefits shall cease with respect to each such health benefit at the release referred time Executive and his spouse and other eligible dependents become eligible for such health benefits from another employer. To the extent that the provision of health benefits is not permissible after termination of employment under the terms of the benefit plans of the Company then in effect, the Company shall pay to in the Executive such amount as is necessary to provide Executive, after tax, with an amount equal to the cost of acquiring, for Executive and his spouse and other eligible dependents, on a non-group basis, for the required period, those health benefits that would otherwise be lost to Executive and his spouse and other eligible dependents as a result of Executive’s termination. All other benefits, if any, due Executive following a termination pursuant to this Section 5.02 above. The amount described in clause (iii8(d) shall be paid determined in accordance with the terms plans, policies and practices of the applicable plan subject to the attainment Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the performance goals applicable to such bonus awardCompany. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits Executive shall not be payable accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under any other plan or program. Notwithstanding the foregoing, if a this Agreement following such termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05employment.

Termination for Good Reason or Without Cause. If i. At any time during the Employment Period shall be terminated prior to Term, (A) Executive may terminate the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive Term and Executive’s employment hereunder for Good Reason, or ; and (bB) by the Company may terminate the Term and Executive’s employment hereunder without Cause (that is, other than by death, Disability or for Cause, provided in accordance with Section 5(a), 5(b) or 5(c), respectively). Upon the termination of the Term and Executive’s employment hereunder pursuant to this Section 5(d), Executive has delivered a signed Release shall receive the Accrued Amounts. In addition, subject to Executive’s continued material compliance with the provisions of Sections 6, 7, 8 and 11(m) of this Agreement and Executive’s execution, delivery and non-revocation of an effective release of claims reasonably satisfactory to against the Company Group substantially in the form attached hereto as Exhibit C (the “Release”), which Release must be executed (and not revoked) to the Company pursuant to the notice provision of Section 10.07 by Executive within thirty sixty (3060) days following the date of Executive’s termination (the Date of Termination and not revoked the “Release within the seven-day revocation period provided for in the ReleasePeriod”), the Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to (x) cash severance (the “Severance Payment”) equal to two times (2.0x) the sum of the Base Salary plus the Target Bonus, which Severance Payment shall be payable in accordance with the Company’s usual payroll practices in equal installments over the twenty-four (24) period following the date of termination, with the first such installment to be paid on the first payroll date after the release becomes effective; and (y) if Executive and any unpaid amounts only if of Executive’s eligible dependents, in each case, who participate in the Company’s medical, dental, vision and prescription drug plans as of the date of termination, timely elect COBRA coverage under such plans, the Company shall pay directly, or reimburse Executive has not breached and does not breach for, a portion of such COBRA premiums (on a monthly basis) equal to the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata employer portion of the Executive’s target bonus premium for active employees for a period of twenty-four (24) months following the year date of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall if and to the extent that any benefit described in this clause (y) is not or cannot be paid until expiration or provided under any Company plan or program without adverse tax consequences to the Company, then the Company shall pay Executive a monthly payment in an amount equal to the Company’s cost of providing such benefit. The reimbursement of such premiums (or the monthly payment, if applicable) provided under clause (y) of this Section 5(d) shall cease to be effective as of the 7-day statutory revocation period date Executive becomes eligible for coverage under the medical, dental, vision and prescription drug insurance plans of a subsequent employer with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as corresponding benefit provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05hereunder.

Termination for Good Reason or Without Cause. If the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, Reason or (b) by the Company without Cause, provided the Executive has delivered a signed Release shall continue to: (a) receive Base Salary through the six (6) month anniversary of claims reasonably satisfactory the Date of Termination, such amount to be paid in accordance with the regular payroll practices of the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of except that any amount otherwise payable after the Date of Termination and not revoked prior to the Release within the seven-sixtieth (60th) day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through following the Date of Termination shall instead be paid on such sixtieth (60th) day), and except that any annual bonus awarded in accordance amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company‘s bonus program but not yet paidCompany will be subject to Section 12.09 below; (iib) receive an amount equal to one the sum of (1i) times the Base Salary and one (1) times the Executive’s target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; plus (iiiii) a pro-rata rated portion of the Executive’s target annual bonus for the year of termination, calculated by reference to based on the number of days during elapsed in the bonus calendar year during through the date Notice of Termination is given, one half of which he was employed by amount shall be paid in cash in a single lump sum on the Companydate that is sixty (60) days following the Date of Termination and the remaining half of which shall be paid in accordance with the regular payroll practices of the Company (except that any amount otherwise payable after the Date of Termination and prior to the sixtieth (60th) day following the Date of Termination shall instead be paid on such sixtieth (60th) day); (ivc) payment for all accrued, but unused, vacation time receive benefits set forth in Section 4.03 above through the Date of Termination, except that any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company will be subject to Section 12.09 below; (vd) payment for reasonable outplacement assistance services actually incurred by receive her medical insurance coverage benefits from the Company’s plan in effect from time to time (provided the Executive associated with seeking another employment position within 12 continues to pay the portion of the premiums for such coverage that are charged to similarly situated active employees) for a period equal to the lesser of (i) six (6) months of after the Date of Termination, and (ii) until the Executive is provided by another employer with benefits substantially comparable to the benefits provided by such plan; and (vie) promptly following any such termination, the Executive shall be reimbursed receive reimbursement for all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any all other benefit plan or program plans and programs of the Company shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, the Executive shall be entitled to the amounts described above (other than Base Salary and benefits as set forth in Section 4.03 through the Date of Termination) only if a termination (i) the Executive has entered into an irrevocable (except to the extent required by law, and to the extent required by law to be revocable, has not revoked) general release of employment results in severance benefits being paid under an change in control agreement claims, which, subject to Section 5.07 below, is reasonably satisfactory to the Company (or any successor thereto“Release”), no amounts on or benefits will be paid before the date that is fifty (50) days following the Date of Termination (but not prior to the Date of Termination), and (ii) the Executive under has complied with, and continues to comply with, the provisions of Sections 6.01, 7.01, 8.01, 9.01, 9.02 or 11.01 of this Section 5.02 or 5.05Agreement.

Termination for Good Reason or Without Cause. If At any time during the Employment Period Term, (i) the Executive may terminate the Executive's employment hereunder for Good Reason and (ii) the Company may terminate the Executive's employment hereunder without Cause (and other than for death or Disability). "Good Reason" shall mean the occurrence, without the Executive's prior written consent, of any of the following events: (A) a significant reduction in the nature or scope of the Executive's authority or duties from those contemplated by this Agreement; provided, that Good Reason shall not be terminated prior deemed to occur solely as a result of a transaction in which the Company becomes a substantially wholly-owned subsidiary of another company or division so long as the Executive's title, duties, responsibilities and authority described in Section 3(a), as they relate solely to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good ReasonCompany, are not reduced in any significant manner; or (bB) by a reduction in the Company without Causethen current Base Salary, provided the Executive has delivered a signed Release of claims reasonably satisfactory target Annual Bonus or fringe benefits specific to the Company Executive; provided, that, any such event described in (the “Release”A) to the Company pursuant to the notice provision of Section 10.07 within thirty or (30B) days of the Date of Termination above shall not constitute Good Reason unless and not revoked the Release within the seven-day revocation period provided for in the Release, until the Executive shall be paid solely have provided the Company with notice of such event and the Company shall have failed to remedy such event within 30 days of receipt of such notice. Following the termination of the Executive's employment hereunder pursuant to this Section 8(d), Executive shall receive (i) within five (5) days following termination, a lump sum payment of (A) any earned but unpaid Base Salary through the Date date of Termination termination, (B) any earned but unpaid Bonus for any Fiscal Year preceding the Fiscal Year in which the termination occurs, and (C) the Pro Rata Bonus plus (ii) 12 monthly payments, commencing on the first day of the month immediately following Executive's termination of employment, each of which shall be equal to one 1/12 of the sum of (A) (x) if the termination occurs at any annual bonus awarded time other than during the 12-month period following a Change in Control, zero point five times (0.5 x) the Executive's Base Salary (at the rate then in effect), and (y) if the termination occurs during the 12-month period following a Change in Control, one times (1 x) the Executive's Base Salary (at the rate then in effect) and (B) the Executive's target Annual Bonus. In addition, upon a termination of Executive's employment pursuant to this Section 8(d), (i) the unvested portion of the Initial Option Grant shall expire upon such termination and the vested portion of the Initial Option Grant shall remain exercisable for the period set forth in the Option Agreement and (ii) the Company shall continue to provide health benefits to the Executive for the one-year period following the date of Executive's termination; provided, that the Company's obligation to provide any such benefits shall cease with respect to such benefit at the time Executive becomes eligible for such benefit from another employer. To the extent that the provision of any health or other welfare benefit is not permissible after termination of employment under the terms of the benefit plans of the Company then in effect, the Company shall pay to Executive such amount as is necessary to provide Executive, after tax, with an amount equal to the cost of acquiring, for Executive and his spouse and dependents, if any, on a non-group basis, for the required period, those health and other welfare benefits that would otherwise be lost to Executive and his spouse and dependents as a result of Executive's termination. The Executive shall have no further rights to any compensation (including any Base Salary or Annual Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following a termination pursuant to this Section 8(d) shall be determined in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary plans, policies and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion practices of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount Executive shall be paid until expiration not participate in any severance plan, policy or program of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05Company.

Termination for Good Reason or Without Cause. If Employee voluntarily terminates his employment during the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive Term for Good Reason, or (b) by if the Company terminates Employee's employment during the Term without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely Cause (i) Base Salary through Employee shall be paid, on the Date date of Termination his termination, a lump sum amount equal to (A) his then accrued annual salary, accrued vacation and any accrued benefits to the date of his termination, plus (B) the amount Employee would have received from the Company during the period equal to the greater of (x) one (1) year, or (y) the then remaining Term of this Agreement (for which purpose, Employee shall be deemed to be entitled to receive an annual bonus awarded equal to the sum of (1) the average annual bonus paid to Employee with respect to the two (2) preceding years, and (2) the average annual accrual allocated to Employee under the Company's Profit Sharing Plan, if any, with respect to such years), and (ii) Employee automatically shall become fully vested in accordance with all of the Company‘s bonus program but Company's benefit programs in which he participated. "Good Reason" shall exist only if there is a breach of a material obligation of the Company under this Agreement which is not yet paidremedied within ten (10) business days after notice (given as provided in this Agreement) from Employee specifically delineating each such act of claimed breach and setting forth Employee's intention to terminate his employment if such breach is not duly remedied. A breach of a material obligation shall include any of the following events: (i) the removal of Employee from his position as President and Chief Executive Officer; (ii) an amount equal to one (1) times Employee not being appointed or elected as a member of the Base Salary Board of Directors and one (1) times the target annual bonus amount, provided that the of any Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereofCommittee thereof; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference material decrease in Employee's responsibilities or authority as provided under this Agreement (or which are hereafter assigned to the number of days during the bonus year during which he was employed by the Companyhim) without his consent; (iv) a reduction in Employee's then annual salary without his consent or the failure of the Company to pay Employee without his consent any amounts owed to Employee pursuant to this Agreement within five (5) days of the date such payment for all accrued, but unused, vacation time through the Date of Terminationwas due to Employee; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another relocation of Employee's principal place of employment position within 12 months of from the Date of TerminationNew York metropolitan area; and or (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred other action by the Executive prior Company which materially interferes with Employee's ability to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive carry out his responsibilities under this Section 5.02 or 5.05Agreement.

Termination for Good Reason or Without Cause. If the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, Reason or (b) by the Company without Cause, the Executive shall continue to: (a) receive Base Salary through the six (6) month anniversary of the Date of Termination, such amount to be paid in accordance with the regular payroll practices of the Company (except that any amount otherwise payable after the Date of Termination and prior to the sixtieth (60th) day following the Date of Termination shall instead be paid on such sixtieth (60th) day), and except that any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A‐1(h)) with the Company will be subject to Section 12.09 below; (b) receive an amount equal to the sum of (i) the Executive’s target annual bonus plus (ii) a pro‐rated portion of the Executive’s target annual bonus based on the number of days elapsed in the calendar year through the date Notice of Termination is given, one half of which amount shall be paid in cash in a single lump sum on the date that is sixty (60) days following the Date of Termination and the remaining half of which shall be paid in accordance with the regular payroll practices of the Company (except that any amount otherwise payable after the Date of Termination and prior to the sixtieth (60th) day following the Date of Termination shall instead be paid on such sixtieth (60th) day); (c) receive benefits set forth in Section 4.03 above through the Date of Termination, except that any amount payable after the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A‐1(h)) with the Company will be subject to Section 12.09 below, and (d) receive his major medical insurance coverage benefits from the Company’s plan in effect from time to time (provided the Executive continues to pay the portion of the premiums for such coverage that are charged to similarly situated active employees) for a period equal to the lesser of (i) six (6) months after the Date of Termination, and (ii) until the Executive is provided by another employer with benefits substantially comparable to the benefits provided by such plan; and (e) receive reimbursement for all Reimbursable Expenses incurred by the Executive prior to the Date of Termination. The Executive’s entitlements under all other benefit plans and programs of the Company shall be as determined thereunder. Notwithstanding the foregoing, the Executive shall be entitled to the amounts described above (other than Base Salary and benefits as set forth in Section 4.03 through the Date of Termination) only if (i) the Executive has delivered a signed Release entered into an irrevocable (except to the extent required by law, and to the extent required by law to be revocable, has not revoked) general release of claims claims, which, subject to Section 5.07 below, is reasonably satisfactory to the Company (the “Release”) to ), on or before the Company pursuant to the notice provision of Section 10.07 within thirty date that is fifty (3050) days of following the Date of Termination and (but not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through prior to the Date of Termination Termination), and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion 6.01, 7.01, 8.01, 9.01, 9.02 or 11.01 of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05Agreement.

Termination for Good Reason or Without Cause. If the Employment Period shall be terminated prior to the expiration of the third second anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s Company’s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he she was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05.EXECUTION VERSION

Termination for Good Reason or Without Cause. If the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without Companies not for Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory executed an irrevocable (except to the Company (the “Release”) extent required by law, and to the Company pursuant extent required by law to the notice provision be revocable, has not revoked) general release of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for claims, in the Releaseform attached hereto as Exhibit A, the Executive shall be paid entitled solely to the following: (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paidTermination; (ii) an amount equal to one (1) two times the sum of the Base Salary and one (1) times the Executive’s target annual bonus amountamount for the year of termination (or the Base Salary or target annual bonus for the prior year if reduction of the Executive’s Base Salary or target annual bonus, or both, was the event giving rise to Good Reason), provided that that, the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof6.01, 7.01, 8.01 or 9 below; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference termination of employment equal to the Executive’s target annual bonus for such year pro rated for the number of days full months during the bonus year during which he was employed by the Companyprior to such termination of employment, payable as soon as practicable following such termination of employment; (iv) payment for all accrued, but unused, vacation time through of the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred restricted shares and stock options held by the Executive associated with seeking another employment position within 12 months of shall vest and/or become exercisable on the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. If the Companies do not also execute (and not revoke) the release, the Executive’s release shall be null, void and without effect, and the Executive shall still receive all of the payments and benefits described in this Section. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding Amounts described in clause (ii) above will be payable in equal monthly installments for a period of 24 months commencing on the foregoingfirst month anniversary of the Date of Termination, except (i) if a such termination of employment results is within two years after a Change in severance benefits being paid under an change Control, such payments shall be made in control agreement a lump sum upon such termination of employment, and (or any successor thereto), no amounts or benefits will be paid ii) to the extent required by Section 409A of the Code, amounts otherwise payable under clause (ii) within six months after the Executive’s termination of employment shall be deferred to and paid on the day following the six month anniversary of such termination of employment. In addition, promptly following any such termination, the Executive under this Section 5.02 or 5.05shall be reimbursed for all Reimbursable Expenses incurred by the Executive prior to such termination.

Termination for Good Reason or Without Cause. If At any time during the Employment Period Term, (i) the Executive may terminate the Executive's employment hereunder for Good Reason and (ii) the Company may terminate the Executive's employment hereunder without Cause (and other than for death or Disability). "Good Reason" shall mean the occurrence, without the Executive's prior written consent, of any of the following events: (A) a significant reduction in the nature or scope of the Executive's authority or duties from those contemplated by this Agreement; provided, that Good Reason shall not be terminated prior deemed to occur solely as a result of a transaction in which the Company becomes a substantially wholly-owned subsidiary of another company or division so long as the Executive's title, duties, responsibilities and authority described in Section 3(a), as they relate solely to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good ReasonCompany, are not reduced in any significant manner; or (bB) by a reduction in the Company without Causethen current Base Salary, provided the Executive has delivered a signed Release of claims reasonably satisfactory target Annual Bonus or fringe benefits specific to the Company Executive; provided, that, any such event described in (the “Release”A) to the Company pursuant to the notice provision of Section 10.07 within thirty or (30B) days of the Date of Termination above shall not constitute Good Reason unless and not revoked the Release within the seven-day revocation period provided for in the Release, until the Executive shall be paid solely have provided the Company with notice of such event and the Company shall have failed to remedy such event within 30 days of receipt of such notice. Following the termination of the Executive's employment hereunder pursuant to this Section 8(d), Executive shall receive (i) within five (5) days following termination, a lump sum payment of (A) any earned but unpaid Base Salary through the Date date of Termination termination, (B) any earned but unpaid Bonus for any Fiscal Year preceding the Fiscal Year in which the termination occurs, and (C) the Pro Rata Bonus plus (ii) 12 monthly payments, commencing on the first day of the month immediately following Executive's termination of employment, each of which shall be equal to one 1/12 of the sum of (A) (x) if the termination occurs at any annual bonus awarded time other than during the 12-month period following a Change in Control, one times (1 x) the Executive's Base Salary (at the rate then in effect), and (y) if the termination occurs during the 12-month period following a Change in Control, two times (2 x) the Executive's Base Salary (at the rate then in effect) and (B) the Executive's target Annual Bonus. In addition, upon a termination of Executive's employment pursuant to this Section 8(d), (i) the unvested portion of the Initial Option Grant shall expire upon such termination and the vested portion of the Initial Option Grant shall remain exercisable for the period set forth in the Option Agreement and (ii) the Company shall continue to provide health benefits to the Executive for the one-year period following the date of Executive's termination; provided, that the Company's obligation to provide any such benefits shall cease with respect to such benefit at the time Executive becomes eligible for such benefit from another employer. To the extent that the provision of any health or other welfare benefit is not permissible after termination of employment under the terms of the benefit plans of the Company then in effect, the Company shall pay to Executive such amount as is necessary to provide Executive, after tax, with an amount equal to the cost of acquiring, for Executive and his spouse and dependents, if any, on a non-group basis, for the required period, those health and other welfare benefits that would otherwise be lost to Executive and his spouse and dependents as a result of Executive's termination. The Executive shall have no further rights to any compensation (including any Base Salary or Annual Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following a termination pursuant to this Section 8(d) shall be determined in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary plans, policies and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion practices of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount Executive shall be paid until expiration not participate in any severance plan, policy or program of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05Company.

Termination for Good Reason or Without Cause. If you terminate your employment during the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive Term for "Good Reason, " (as defined below) or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference to the number of days your employment is terminated during the bonus year during which he was employed Term by Platinum without "Cause," (as defined below) you will receive, beginning one month following the Company; (iv) payment for all accrued, but unused, vacation time through the Date effective date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, monthly salary continuation payments for the Executive "Severance Period" (as defined below) equal to one-twelfth (1/12) of the sum of (i) 100% of your then-current Base Salary and (ii) the greater of (a) your then-current Target Bonus and (b) the amount of Annual Bonus payable to you (without regard to equity-based deferrals) for the fiscal year immediately preceding the year during which the effective date of your termination of your employment occurs (or, in the event such termination occurs during 2003, the amount of your Minimum Bonus). For purposes hereof, the Severance Period shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such lesser of (1) twenty-four (24) months, or (2) the number of full months remaining in the Term on the effective date of termination of employment; provided, however that the Severance Period shall not be less than twelve (12) months. You will also be paid any earned but unpaid Base Salary or other amounts (including reimbursements expenses and any vested amounts or benefits under Platinum's employee benefit plans or programs) accrued or owing through the date of termination. The amounts described in clauses (i), (ii), and (iv) above foregoing payment will be paid conditioned upon you executing and honoring a standard waiver and release of claims in favor of Platinum in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration form determined by Platinum. Any vested and unexercised options to purchase Platinum's common shares held by you as of the 7-day statutory revocation period with respect effective date of such termination will remain exercisable for the greater of 45 days from such date or May 31, 2006 whichever is later. Any unvested options to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms purchase Platinum's common shares and any unvested equity incentive awards held by you as of the applicable plan subject to the attainment effective date of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards termination will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05immediately forfeited.

Termination for Good Reason or Without Cause. If At any time, (i) Executive may terminate Executive’s employment for “Good Reason” (as defined below), provided the Employment Period Company has not previously notified him of its intent to terminate his employment for Cause and (ii) the Company may terminate Executive’s employment without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 8(a), 8(b) or 8(c), respectively). “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any of the following events: (A) a material reduction in the nature or scope of Executive’s responsibilities, duties and/or authority; provided, that a change in job position (including a change in title) shall not be terminated prior deemed a “material reduction” in and of itself unless Executive’s responsibilities, duties and/or or authority are materially reduced; (B) a material reduction in Executive’s then-current Base Salary, which the Company and Executive agree is at least 10% of Executive’s then-current Base Salary; provided, that a reduction in Base Salary shall not be “Good Reason” to the expiration extent that the salary reduction is made as part of a broader salary reduction program of the third anniversary Company Group affecting a majority of similarly situated employees; (C) a material reduction in the responsibilities, duties and/or authority of the Start Date supervisor to whom Executive is required to report; (D) the relocation of Executive’s primary office to a location that increases Executive’s one-way commute by more than sixty (60) miles; or (E) any other material breach by the end Company of a material term of this Agreement, including but not limited to a breach of Section 10(d)(iii) by failing to cause any successor to the Company to expressly assume and agree to perform in all material respects this Agreement; provided, that any such event described in (A) through (E) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after the initial existence of the Employment Period as extended pursuant circumstances giving rise to Section 5.01) (a) by the Executive for Good Reason, or and within thirty (b30) by days following the receipt of such Notice of Termination for Good Reason the Company without Causehas failed to reasonably cure the circumstances giving rise to Good Reason, provided the and Executive has delivered a signed Release of claims reasonably satisfactory to resigns from all positions he then-holds with the Company Group effective not later than six (6) months following the initial existence of the circumstances giving rise to Good Reason. Upon the termination of Executive’s employment hereunder pursuant to this Section 8(d), and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definitions thereunder, a “Separation From Service”), Executive shall receive (A) the Accrued Amounts, and, (B) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-sixty (60) day revocation period provided for in following the Releasedate of Executive’s Separation From Service, the Executive shall be paid solely following severance benefits (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such terminationcollectively, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05.“Severance Benefits”):