Common use of Termination Without Cause Clause in Contracts

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s 's Base Salary for a period (the “ "Continuation Period”") through the date on which the Term of 12 months following the termination of the Executive’s employment with the Company, Employment would have ended pursuant to Section 2 hereof in the manner and at such time as the Base Salary otherwise would have been payable absence of an earlier termination pursuant to the Executivethis Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections 4.2 and 4.4 hereof (the “"Benefits”") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, and (iv) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive's benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s 's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his Stock Optionsemployment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).

Termination Without Cause. At any time the Company Employer shall have the right upon ninety (90) days to terminate the Term and the Executive's employment hereunder without Cause by written notice to the Executive to terminate the Term of EmploymentExecutive. Upon any termination pursuant to this Section 5.4 10 (that is not a termination under any of Sections 5.17, 5.28, 5.39, 5.511 or 12), 5.6 Employer shall (A) pay the Executive a lump sum equal to one full year of the Executive's Annual Base Salary as of the date of termination; (B) pay Executive a lump sum equal to the full amount of the AIP Bonus available to Executive, for the full year in which the termination occurred or the previous year, whichever year is higher, at the full target bonus opportunity percentage provided under Section 4(b) of this Agreement, to be calculated as if 100% of all corporate and personal performance objectives in the AIP were achieved; and (C) provide and pay the full amount of employer and employee share of the premiums for continued coverage of the Executive and Executive's spouse and dependents under the Employer's Welfare Benefits, pursuant to COBRA as applicable, for a period of one year after the date of termination or until and to the extent the Executive is covered by comparable Welfare Benefits, whichever occurs first, and in the event that the Company does such continued coverage is not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans allowed by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed law or the value of any Employer's Welfare Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Furtherplans, the Executive shall become immediately vested in his Stock Optionsbe entitled to the cash equivalent of the premiums for such benefits and the federal income tax consequences of such payments. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, (subject, however, to the provisions of Section 4.15(a) and (d)). The Executive shall be entitled to receive all severance payments and benefits hereunder regardless of any future employment undertaken by the Executive as long as the Executive is in full compliance with the terms of this Agreement.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in In the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the CompanyCompany is terminated by the Company without Cause, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(c) change the terms of such Equity-Based Awards held by Executive now or in the manner and at such time as the Base Salary otherwise would have been payable future, this Section 7(c) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, (iiiand the benefits provided in this Section 7(c) continue regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to provide the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the benefits he was receiving under Sections 4.2 and 4.4 hereof (Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the “Benefits”) through calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the Continuation Period calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the manner as Benefits otherwise would have been provided to the Executiveplan, and (ivc) pay to payable at the Executive as a single lump sum payment, within 30 days same time other participants in the plan receive payment but no later than March 15th of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to calendar year following the end of the Continuation Periodcalendar year of the Date of Termination. The Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s good faith determination vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the amount that would have been contributed or the value of any Benefits that would have accrued under any applicable plan shall be binding documents and conclusive on the Executive. For this purposearrangements, the Company may use as the value of any Benefit the cost amended from time to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1time.

Termination Without Cause. At Upon a termination of Executive’s employment by Employer without “cause”, Executive shall be entitled to receive a payment equal to nine (9) months of his then current Base Salary (as defined below). For purposes of this Agreement, Executive’s “Base Salary” at any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew be the Executive’s Term annual salary most recently approved by the Board of Employment under Directors of Employer or any committee thereof. Such amount shall, at the terms option of section 2.2the Executive, the Company shall be paid in either: (i) pay to periodic payments, over nine (9) months, in the Executive any unpaid Base Salary through the effective date of termination specified same manner in such notice, (ii) continue to pay which the Executive’s Base Salary for was paid through the time of such termination; or (ii) in a period single lump payment within thirty (the “ Continuation Period”30) days of 12 months following the termination of the Executive’s employment with the Companysuch termination. In addition, Employer shall, solely in the manner and at such time as event the Base Salary otherwise would have been payable Executive determines to receive the Executiveamount due under this paragraph (b) in periodic payments, (iii) continue to provide the Executive with the hospital, health, medical and life insurance benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to which the Executive as a single lump sum payment, within 30 days is receiving at the time of such termination for the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans period that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive continues to receive such periodic payments. Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than also be entitled to payments for reimbursement for reasonable business expenses incurred periods or partial periods that occurred prior to the date of terminationtermination and for which the Executive has not yet been paid. The Executive shall have no duty to mitigate damages in connection with his termination by Employer without “cause”. However, subjectit is understood and agreed that, howeverupon receiving a lump sum payment of any amounts which may become due under this paragraph (b), no further amounts shall be owed to the Executive and the Employer shall have no further obligation to provide any further benefits to the Executive. It is also understood and agreed that, notwithstanding any provisions of Section 4.1this paragraph (b) and in the event the Executive obtains new employment during any period that the Employer is obligated to provide hospital, health, medical and life insurance benefits hereunder and such new employment provides for hospital, health, medical and life insurance benefits in a manner substantially similar to the benefits to be provided by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder.

Termination Without Cause. At any time the The Company shall have the right right, upon ninety (90) days days’ prior written notice given to the Executive, to terminate the Executive’s employment for any reason whatsoever (except for Cause (as defined below) which is covered by Section 3(d)). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination without Cause, in accordance with Section 3(a) and other applicable payment provisions herein; (ii) receive bonus compensation earned but not paid under Section 3(b) hereof that relates to any fiscal year ended prior to the date of his termination without Cause, in accordance with Section 3(b) hereof; (iii) receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the fiscal year during which the termination without Cause occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (iv) receive as damages (A) for a period ending on a date two (2) years from the date of termination without Cause, in accordance with the regular payroll policies of the Company in effect from time to time, his Base Salary as established under and in accordance with Section 3(a) hereof and (B) bonus compensation equal to fifty percent (50%) of the average of the actual annual bonuses paid or payable to the Executive under the Bonus Plan during the past two (2) completed fiscal years paid in accordance with Section 6(j)(i) hereof (provided, that such payment shall not be made prior to terminate the Term sixtieth (60th) day following the Executive’s date of Employmenttermination); (v) receive reimbursement for financial counseling services under Section 5(b) hereof for a period of two (2) years from the date of termination, in accordance with Section 5(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (vi) participate for a period ending on a date two (2) years from the date of termination without Cause (the “Without Cause Continuation Period”), to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all qualified and non-qualified pension and qualified retirement savings, healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the Company. Upon Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to Section 6(j), cash payments, to be paid in accordance with Section 6(j)(i), equal to the Pension Replacement Payment (as defined in Section 6(a)) with respect to the Without Cause Continuation Period (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination). Notwithstanding the above, any amounts payable under this Section 6(c) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination pursuant to this section 6(c) occurs; any amounts payable under this Section 6(c) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(j) of this Agreement. Except as otherwise provided in this Section 6(c), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. In the event of termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further6(c), the Executive shall become immediately vested in not be required to mitigate his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1damages hereunder.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s 's Base Salary for a period of twelve (12) months from notice of termination hereunder (the “ “Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive), (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections Section 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive, and (iv) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive's benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s 's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his vesting of the Executive's Stock Options, if any, shall be subject to the terms of any option agreement(s) to which the Executive and the Company are parties. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days). For all purposes under this Agreement, the failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this Section 5.2.

Termination Without Cause. At The employment of the Employee may be terminated without Cause at any time by the Company shall have vote of a majority of the right upon ninety (90) days written notice Board on delivery to the Executive to terminate Employee of a written Notice of Termination (as defined in SECTION 13(A)). On the Term Date of Employment. Upon any termination Termination (as defined in SECTION 13(B)) pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2SECTION 11(B), the Company shall pay to the Employee in a lump sum in lieu of payments under SECTIONS 4(A), 4(B) AND 5 for the remainder of the Term an amount equal to the sum of (i) pay to the Executive any all remaining unpaid Base Salary payable under SECTION 4(A) for the full period through the effective date Date of termination specified in such noticeTermination, plus (ii) continue the maximum Bonus available to pay the Executive’s Employee under SECTION 4(B) for the year in which the termination occurs, pro-rated through the Date of Termination, plus (iii) Base Salary payable under SECTION 4(A) for a full one (1) year period commencing on the Date of Termination, such Base Salary to be paid to the Employee in accordance with the Companies’ normal payroll practices over the course of such additional one year period, plus (iv) the “ Continuation Period”maximum Bonus available to the Employee under SECTION 4(B) for the one (1) year period commencing on the Date of 12 months following Termination, such Bonus to be paid to the Employee in accordance with the Companies’ normal payroll practices over the course of such additional one year period. In addition, on termination of the Executive’s employment with Employee under this SECTION 11(B), all of the CompanyEmployee's unvested Options and other options, in warrants and rights relating to capital stock of the manner Companies shall immediately vest and at become exercisable. The term of any such time as options (including the Base Salary otherwise would have been payable Options), warrants and rights shall be extended to the Executivefifth anniversary of the Employee's termination. The Employee acknowledges that extending the term of any incentive stock option pursuant to this SECTION 11(B), (iiior SECTION 11(C), 11(D) continue OR 12(A), could cause such option to provide lose its tax-qualified status under the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof Internal Revenue Code of 1986, as amended (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive"Code"), and (iv) pay to agrees that the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company Companies shall have no further liability hereunder other than obligation to compensate the Employee for reimbursement any additional taxes he incurs as a result. In addition, Employee shall be entitled to any benefits under Section 5 hereof which he had the benefit of as of the Date of Termination for reasonable business expenses incurred prior to such additional one year period upon the date same terms and conditions as they existed as of termination, subject, however, to the provisions Date of Section 4.1Termination.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder (the “ “Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive), (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections Section 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive, Executive and (iv) within thirty days of Executive’s termination, pay Executive for any unused vacation days accumulated as of the date of termination. In the event that the Company is unable to provide the Executive as with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.2, then the Company shall make a single lump sum cash payment, within 30 thirty days of the Expiration DateExecutive’s termination, a lump sum benefit equal to the value of the portion of his benefits Benefits that otherwise would have accrued for the Executive’s benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his vesting of the Executive’s Stock Options, if any, shall be subject to the terms of any option agreement(s) to which the Executive and the Company are parties. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). For all purposes under this Agreement, the failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this Section 5.2.”

Termination Without Cause. At The Company may remove Executive, at any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of Employment Term, without cause from the amount that would have been contributed or position in which Executive is employed hereunder (in which case the value of any Benefits that would have accrued under any plan Employment Term shall be binding and conclusive on deemed to have ended) upon not less than sixty (60) days' prior written notice to Executive; provided, however, that in the Executive. For this purposeevent that such notice is given, the Company may use as the value of Executive shall be under no obligation to render any Benefit the cost additional services to the Company of providing that Benefit to the Executive. Furtherand, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, subject to the provisions of Section 4.13 hereof, shall be allowed to seek other employment. Upon any such removal, Executive shall be entitled to receive as liquidated damages for the failure of the Company to continue to employ Executive, only the amount due to Executive under the Company's then-current severance pay plan for employees. No other payments or benefits shall be due under this Agreement to Executive, except that Executive shall be entitled to receive payments or benefits under the then-existing Benefit Coverages in which Executive is participating in accordance with the respective terms of such Benefit Coverages. Notwithstanding any provision in this Agreement or the TCPD Stock Option Agreement to the contrary, if Executive is terminated by the Company without cause after the first twelve (12) months, an amount equal to the lesser of one-half (1/2) of the remaining options to be vested under the then-remaining Employment Term or twelve (12) additional months of vesting shall be vested and exercisable in accordance with the TCPD Stock Option Agreements. Notwithstanding the foregoing, upon such removal, without cause under Section 5.4., in the event that Executive executes a written release of any and all claims against the Company and all related parties with respect to all matters arising out of Executive's employment by the Company (other than Executive's entitlement under any stock options, employee benefit plan or program sponsored by the Company in which Executive participated and under which Executive has accrued a benefit), and the termination thereof, Executive shall be entitled to receive, in lieu of the payment described in subsection 5.4. hereof, which Executive agrees to waive, (i) in equal monthly installments, as liquidated damages for the failure of the Company to continue to employ Executive, an amount equal to the amount of Executive's Base Salary and annual bonus, if any, for the lesser of the Remaining Employment Term or twelve (12) months, provided that Executive remains in compliance with the provisions of Sections 2 and 3 hereof; (ii) continuation of those Benefit Coverages as in effect at the time of such termination or removal, or to receive cash in lieu of such benefits or premiums, as applicable, where such Benefit Coverages may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the Benefit Coverage is provided) under applicable law or regulation, for the lesser of the Remaining Employment Term or twelve (12) months; (iii) any other amounts earned, accrued or owing but not yet paid under Section 1 above; and (iv) any other benefits in accordance with applicable plans and programs of the Company.

Termination Without Cause. At any time If the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Bank terminates Executive’s Term of employment Without Cause during the Employment under the terms of section 2.2, the Company shall Period: (i) pay Executive will be paid his Salary and any Benefits accrued through the last day of his employment; (ii) so long as Executive continues to comply with Sections 7, 8, and 9 of this Agreement, Executive will be entitled to receive continuing payments of Salary installments, at the Salary rate in effect as of the last day of employment, for a period equal to the lesser of twelve (12) months or the remaining Employment Period, determined as of the date Executive’s employment is terminated, subject to the requirement set forth below that the Executive any unpaid Base Salary through execute a release agreement; and (iii) Executive’s rights with respect to vested and unvested stock options will be determined as provided in the applicable stock option plan; provided, however, if the effective date of such termination specified Without Cause occurs prior to the first anniversary of the Effective Date (of the Transaction), then Executive shall be entitled to the benefits in such notice, Section 5. As a condition precedent to the Executive’s right to receive the severance payments set forth in clause (ii) continue of this subsection 4(d), Executive must sign a release of all claims against the Bank, and its officers, directors, employees and agents, and the Bank’s Affiliates, and their officers, directors, employees and agents, in a form acceptable to pay the Bank; provided, however, such release shall not cover any benefit plan, program, or agreement of the Bank that is applicable to the Executive’s Base Salary . Executive must sign and return the release, if at all, so that the release is effective (taking into account any revocation period provided for a period therein, if any) by no later than the sixtieth (the “ Continuation Period”60th) of 12 months calendar day following the termination of date the Executive’s employment with is terminated. The first payment will be made on the Company, in Bank’s next regular pay-day which is at least five (5) business days following the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end later of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days effective date of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed release or the value of any Benefits date it is received by the Bank; but that would have first payment shall include all amounts accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to from the date of termination. Where the period available to execute (and to not revoke) the release spans more than one calendar year, subjectthe payment shall not be made until the second calendar year, howeveror later, to as required by the provisions applicable terms of this Agreement and Section 4.1409A of the Code.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in In the event that the Employee's employment is terminated by the Company does not renew without Cause other than at the Executive’s Term end of Employment under the initial term or one of the one year renewal terms of this Agreement, the Company shall, subject to the terms of section 2.2subsections 7.(e) and 7.(f) below, and only if and as long as Employee is not in breach of his obligations under this Agreement, pay compensation to Employee in the manner set forth below. Employee may not be terminated without Cause unless such termination has been approved in writing by BrightStar. If the Employee is terminated without Cause during the initial three-year term of this Agreement, then the Company shall continue to pay to Employee his current base salary provided for under this Agreement, plus any other earned and unpaid compensation and accrued vacation time prior to termination, plus a per annum amount of additional compensation based on prior earned bonuses and/or commissions, if any, equal to the amount of earned bonuses or commissions of Employee during the twelve complete calendar months immediately preceding the date of termination ("Severance Payments"), in periodic payments in accordance with its customary payroll practices for the period ending the later of (i) the end of the initial three-year term of the Agreement or (ii) twelve months after termination of employment. If the Employee is terminated without Cause during any one-year extension of the initial term of the Agreement, then the Company shall continue to pay to Employee Severance Payments in accordance with its customary payroll practices for a period of twelve months after termination of such employment. If the Employee is terminated by the Company without Cause, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) also continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been kind and amounts provided to the Executive, and (iv) pay its employees generally for up to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to twelve months following the date of termination, subjectincluding continuation of any Company-paid benefits provided pursuant hereto, howeverfor the Employee and Employee's spouse and minor children, provided such benefits will be subject to immediate termination to the provisions extent Employee receives benefits under another similar benefit plan. If the Company fails to make any of the payments required under this Section 4.17.(c) when reasonably due, then any restrictions imposed by Section 8 hereof against Employee competing with the Company shall immediately lapse, but this shall not release the Company's obligation for Severance Payments. Employee agrees that the above payments shall be a full settlement of the Company's obligations to Employee hereunder in the event of a termination without Cause.

Termination Without Cause. At During the Term, the Company may terminate the Employee's employment under this Agreement at any time for any reason other than Cause upon written notice specifying the date of termination and the Employee shall be entitled to the payments provided under this Section 7(b). In the event the Company terminates the Employee's employment for reasons other than Cause (which includes termination by the Company for what the Company believes to be Cause when it is ultimately determined that the Employee was terminated without cause), then the Employee shall have receive severance payments as follows: (i) the right upon ninety Employee shall continue to receive his base salary on a monthly basis for the remainder of the calendar year in which such termination occurred, (90ii) days written notice the Employee shall be paid an annual bonus for the calendar year in which such termination occurred equal to the Executive average of the bonuses paid to terminate the Term Employee for the three fiscal years preceding the year in which termination occurred (which bonus shall be payable within ninety days after the close of the fiscal year in which such termination occurs), and (iii) during the two calendar years following the year in which such termination occurs, the Employee shall receive annual severance pay equal to the base salary in effect at the termination of employment plus an amount equal to the average of the bonuses paid to the Employee for the three fiscal years preceding the year in which employment is terminated, which annual severance pay shall be paid on a monthly basis during the two years following the termination of employment. If there shall take place a Change in Control (as defined in Section 7(d)) of the Company on or before termination of Employment. Upon any termination , the Employee shall be entitled to receive the total severance pay provided for under this Section 7(b) in a single payment on the date of such Employee's termination, or if a Change in Control occurs after the date of such Employee's termination, the Employee shall be entitled to receive the total severance pay remaining to be paid pursuant to this Section 5.4 (that is not 7(b) in a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or single payment on the date when a Change in Control occurs. In the event that the independent accountants acting as auditors for the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of terminationa Change in Control (or another accounting firm designated by them) determine that such single payment, subjecttogether with other compensation received by the Employee that is a contingent on a Change in Control, howeverwould constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended and regulations thereunder, the single payment to the provisions of Section 4.1.Employee shall be reduced to the maximum amount which may be paid without such payments being "excess parachute payments". c.

Termination Without Cause. At any time Subject to the provisions of Section 2 hereof, upon termination of the employment of the Executive by the Company without cause after completion of the notice period provided in Section 2(b), the Executive shall have be entitled to receive: (i) the right upon ninety amount of the Executive’s Base Salary accrued with respect to the period prior to the date of termination of the Executive’s employment, to the extent not previously paid, (90ii) days written notice a salary continuation benefit for a period of six (6) months following the date of termination of Executive’s employment, at a rate equal to the rate of Executive’s Base Salary as of the day immediately preceding the date of termination, payable at the times and in the manner of the Company’s regular payroll practices, provided, however, that this period of salary continuation benefit will be reduced by that number of weeks, if any, that the Executive remains employed by the Company but is required to remain away from work during the Notice Period and shall be further reduced to the extent that the Company pays salary in lieu of employment of Executive during the Notice Period and (iii) an amount in lieu of Discretionary Bonus equal to (x) the Discretionary Bonus, if any, paid to the Executive for the fiscal year of the Company immediately preceding the year in which Executive’s employment is terminated, multiplied by (y) a fraction, the numerator of which is the number of days of Executive’s employment by the Company during the fiscal year of the Company in which Executive’s employment is terminated, and the denominator of which is 365. Any amount payable to terminate the Term of Employment. Upon any termination Executive pursuant to clause (ii) or (iii) of this Section 5.4 (6(a) shall be paid to the Executive only in the event that he executes a release of liability in favor of the Company in a form satisfactory to the Company and to the extent that Executive is not a termination under any otherwise in breach of Sections 5.1this Agreement or such release agreement at the time of payment. Notwithstanding anything else contained herein, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew Executive is terminated without cause within the Executive’s Term one year period following a “change of Employment under control” (as defined herein), Executive shall be entitled to receive the terms of section 2.2, the Company shall (ibenefits set forth in Section 6(d) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination lieu of the Executive’s employment with the Company, benefits set forth in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iiiSection 6(a) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1above.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice Subject to the Executive to provisions of Section 9, this Agreement shall terminate automatically upon the Term occurrence of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1Termination Without Cause, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall whereupon (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, Company shall: (ii1) continue to pay the Executive’s Base Salary for a period (Salary, as then in effect, to the “ Continuation Period”) of 12 months following Executive until the termination of the Executive’s employment with the CompanyExpiration Date, in the same manner and at the same times as such time as the Base Salary otherwise would have otherwise been payable to the ExecutiveExecutive had this Agreement not been terminated; (2) within 90 days of the occurrence of such Termination Without Cause, pay to the Executive an amount in cash equal to two times the amount of Bonus paid to the Executive in respect of the fiscal year of the Company immediately preceding the year in which such Termination Without Cause occurs; and (iii3) continue to provide health, life and, to the extent permissible under the applicable plans, disability insurance benefits to the Executive with until the Expiration Date, which benefits shall not at any time be less favorable than those which the Executive would have received had he continued to be employed by the Company at such time pursuant to this Agreement; provided, however, that if the Executive should subsequently obtain employment from any source which provides such insurance benefits to Executive at no out-of-pocket cost to him, then the benefits he was receiving to be provided to the Executive under Sections 4.2 this clause (3) shall be appropriately reduced for so long as such subsequent employment continues and 4.4 hereof the Executive continues to receive such benefits from such subsequent employer; and (ii) all stock options, shares of restricted stock and other awards granted under or otherwise subject to the “Benefits”) through Company Stock Plan then held by the end Executive will fully, immediately and automatically vest and be exercisable as and to the extent permitted by the Company Stock Plan, and all promote, participation and other similar contractual interests not subject to the Company Stock Plan then held by the Executive will fully, immediately and automatically vest (i.e., no longer be subject to forfeiture for any reason), notwithstanding any provisions to the contrary in the applicable governing agreements or other instruments pursuant to which such interests were granted to the Executive (it being the intent of the Continuation Period parties that any such contrary provisions are overridden and superceded hereby). In addition, if (i) an Extraordinary Event occurs within one year after the occurrence of such Termination Without Cause and (ii) a definitive agreement relating to the specific merger, consolidation, asset sale or other similar transaction (or relating to another substantially similar transaction) which gave rise to such Extraordinary Event had been executed and delivered by all parties thereto and was in effect at the manner as Benefits otherwise would have been provided time such Termination Without Cause, then the Company shall pay to the Executive, and within ten business days after the occurrence of such Extraordinary Event, all amounts (ivwithout duplication) pay to which the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost entitled pursuant to the Company of providing that Benefit to the Executive. Further, Section 4(b) assuming the Executive shall become had made the election to convert this Agreement to a consulting agreement pursuant to Section 4(c) immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to after the date occurrence of termination, subject, however, to the provisions of Section 4.1such Extraordinary Event.

Termination Without Cause. At any time the The Company shall have the right upon ninety (90) days written notice to the Executive to may terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2employment for any reason, or no reason at all, at any time; provided, that upon a Termination Without Cause, the Company shall provide the compensation and benefits set forth in this Section 8. In the event of a Termination Without Cause, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement. Upon the Executive’s Termination Without Cause, unless the Company otherwise elects as set forth hereinbelow, the Company shall pay to the Executive, on the Termination Date, a lump sum amount, which is equal to the sum of (i) pay to the Executive any unpaid Base Salary through and bonus compensation earned but unpaid as of the effective date of termination specified in such notice, Termination Date; plus (ii) continue to pay the balance of Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, then existing Term; and (iviii) reimbursement of business expenses to which the Executive is entitled pursuant to Section 5 as of the Termination Date. Notwithstanding the foregoing, upon termination, in lieu of a lump sum amount the Company may elect to continue paying to Executive the Base Salary through the remainder of the then existing Term in accordance with customary Company payroll policies. The Company shall also pay the Executive any amounts due to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal pursuant to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value terms of any Benefits that would have accrued under any plan shall be binding and conclusive on Benefit Plans in which the ExecutiveExecutive was a participant, in accordance with the terms of such plans. For this purposeIn addition, provided the Executive properly elects COBRA continuation coverage, the Company may use as shall reimburse the value of any Benefit Executive for the cost of COBRA premiums for health care coverage for the Executive and the Executive’s spouse and children, as applicable and to the Company of providing that Benefit extent eligible for any elected coverage, for up to six (6) months following the ExecutiveTermination Date. FurtherIn addition, the Executive shall become immediately be entitled to any vested benefits under the Restricted Stock Award Agreement as of the Termination Date in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to accordance with the date of termination, subject, however, to the provisions of Section 4.1terms thereof.

Termination Without Cause. At any time the Company shall have the right upon ninety If Employee's employment is terminated without "cause" as defined in Section 4.1(a), or if Employee is Involuntarily Terminated (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2as defined below), the Company (or its successor, as the case may be) shall pay to Employee (i) pay to the Executive any accrued but unpaid Base Salary and vacation through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject(ii) reimbursement for any expenses as set forth in Section 3.5, howeverthrough the date of termination and (iii) a severance payment in an amount equal to four times Employee's Base Salary and Annual Bonus, payable in one lump sum on the date of termination, subject to withholding as may be required by law. In addition, if Employee's employment is terminated without cause (other than if Employee is Involuntarily Terminated) or if Employee's employment is terminated due to death or permanent disability, Employee will be credited with an additional twelve (12) months of service toward vesting in the Option shares in addition to the provisions service he has accrued toward vesting through the date of termination. If Employee is Involuntarily Terminated, vesting of all options to purchase shares of the Company's Common Stock and all restricted stock grants (subject to any vesting deferrals provided in any restricted stock grant) will be accelerated in full and all such options shall remain in effect for a one (1) year period following the date of termination. As used in this Section 4.14.2, Employee shall be deemed "Involuntarily Terminated" if (i) the Company or any successor to the Company terminates Employee's employment without cause in connection with or following a Corporate Transaction or Change of Control (as defined in the Company's 1999 Stock Incentive Plan); or (ii) in connection with or following a Corporate Transaction or Change of Control there is (a) a decrease in Employee's title or responsibilities (it being deemed to be a decrease in title and/or responsibilities if Employee is not offered the position of Senior Vice President and Chief Marketing Officer of the Company or its successor as well as the acquiring and ultimate parent entity, if any, following the Corporate Transaction or Change of Control), (b) a decrease in pay and/or benefits from those provided by the Company immediately prior to the Corporate Transaction or (c) a requirement that Employee re-locate out of the greater Los Angeles metropolitan area.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days to terminate the Executive's employment hereunder by written notice to the Executive to terminate the Term of EmploymentExecutive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.3 or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall shall: (ia) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (iib) pay to the Executive the accrued and declared but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Executive's employment with the Company, (c) continue to pay the Executive’s 's Base Salary for a period of twelve (the “ Continuation Period”12) of 12 months following the termination of the Executive’s 's employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, and (iiid) continue to pay the Executive Incentive Compensation and continue to provide the Executive with the benefits he was receiving under Sections 4.2 4.2, 4.4 and 4.4 hereof 4.6 hereof, for a period of twelve (12) months following the “Benefits”) through the end termination of the Continuation Period Executive's employment with the Company, in the manner and at such times as Benefits the compensation or benefits otherwise would have been payable or provided to the Executive. In the event that the termination of Executive's employment hereunder shall occur on or before December 31, 1997, then the Incentive Compensation and benefits payable under clause (ivd) pay of this Section 5.4 shall be equal to the amounts that would have been paid or provided to the Executive as for the year ended December 31, 1997. In the event that termination of Executive's employment hereunder shall occur after December 31, 1997, then the Incentive Compensation and other benefits payable under clause (d) of this Section 5.4 shall be equal to the amounts of such compensation and benefits payable or provided to the Executive for the calendar year immediately preceding the termination of Executive's employment hereunder. In the event that the Company is unable to provide the Executive with a single lump sum paymentcontinuation of any savings, within 30 days pension, profit-sharing or deferred compensation plans required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such benefits could not be provided under any savingsthe plans, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior said cash payments to be made within forty-five (45) days after the end of the Continuation Periodyear for which such contributions would have been made or would have accrued. The Company’s 's good faith determination of the amount that would have been contributed or the value of any Benefits benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested continue to vest in the Executive's Stock Options through the Expiration Date in the same manner and to the same extent as if his Stock Optionsemployment hereunder terminated on the Expiration Date. The Company shall have no further liability hereunder other than for for: (i) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (ii) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs.

Termination Without Cause. At The employment of the Employee may be terminated without Cause at any time the Company shall have the right upon ninety (90) days written notice delivery to the Executive to terminate Employee of a written Notice of Termination (as defined in SECTION 13(A)). On the Term Date of Employment. Upon any termination Termination (as defined in SECTION 13(B)) pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2SECTION 11(B), the Company shall pay to the Employee in a lump sum in lieu of payments under SECTIONS 4(A), 4(B) AND 5 for the remainder of the Term an amount equal to the sum of (i) pay to the Executive any unpaid all Base Salary payable under SECTION 4(A) through the effective date of termination specified in such noticedate, (ii) continue a pro-rated portion of the maximum Bonus available to pay the Executive’s Base Salary Employee under SECTION 4(B) for a period (the “ Continuation Period”) of 12 months following year in which the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executiveoccurs, (iii) continue an amount equal to provide two times the Executive with Employee's Total Compensation for the benefits he was receiving under Sections 4.2 and 4.4 hereof (twelve months preceding the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executivetermination date, and (iv) pay to Three Hundred Thousand Dollars ($300,000.00). In addition, provided that Employee has complied with the Executive as a single lump sum paymentprovisions of SECTION 16 hereof, within 30 days on each of the Expiration Datefirst and second anniversaries of the Date of Termination of the Employee's employment, the Company shall pay the Employee in a lump sum benefit One Hundred Fifty Thousand Dollars ($150,000.00). For purposes of this SECTION 11(B), the Employee's Total Compensation shall equal the sum of the Base Salary, maximum Bonus of 100% of such Base Salary (whether or not the entire amount was actually earned or paid to the Employee), fair value of the portion of his vehicle allowance and other benefits under any savingsand expense reimbursements described in SECTIONS 4(D) AND 5. In addition, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason on termination of the termination Employee under this SECTION 11(B), all of his employment hereunder prior the Employee's unvested Options and other options, warrants and rights relating to capital stock of the Company shall immediately vest and become exercisable. The term of any such options (including the Options), warrants and rights shall be extended to the end third anniversary of the Continuation PeriodEmployee's termination. The Company’s good faith determination of Employee acknowledges that extending the amount that would have been contributed or the value term of any Benefits incentive stock option pursuant to this SECTION 11(B), or SECTION 11(C), 11(D) OR 12(A), could cause such option to lose its tax-qualified status under the Internal Revenue Code of 1986, as amended (the "Code"), and agrees that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than obligation to compensate the Employee for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1any additional taxes he incurs as a result.

Termination Without Cause. At The Company has the right, at any time during the Company shall have Term, subject to all of the right upon ninety provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Executive's employment under this Agreement and discharge the Executive without Cause. If the Executive is terminated during the Term without Cause (90) days written notice including any termination which is deemed to be a constructive termination without Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be limited solely to terminate the payment, at the times and upon the terms provided for herein, of the greater of (i) the Executive's Annual Salary and Incentive Bonus for the number of full months remaining in the Term of Employment. Upon any termination pursuant to this Section 5.4 Agreement (that is not a termination under any assuming no automatic extension of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (iTerm) pay to had the Executive any unpaid Base Salary through the effective date of termination specified in such notice, not been so terminated and (ii) continue to pay the Executive’s Base 's Annual Salary for a period (of twelve months, in each case based on the “ Continuation Period”) of 12 months following the termination Annual Salary of the Executive in effect on the date of termination (or, if the Company has reduced the Executive’s employment with 's Annual Salary in breach of this Agreement, the CompanyExecutive's Annual Salary before such reduction) and, in the manner and at such time as case of clause (i), the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide average Incentive Bonus received by the Executive for the immediately preceding two fiscal years, together with the benefits he was receiving under Sections 4.2 all unpaid Incentive Bonus and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing awarded or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior up to the date of termination. If the Executive is terminated after he has received one Incentive Bonus but before he has received two, subjectthe Incentive Bonus in clause (i) shall be based on the amount of that one Incentive Bonus; if he has not yet received an Incentive Bonus, howeverit shall be based on the maximum Incentive Bonus (i.e., one half of the Annual Salary). In the event of a termination by the Company without Cause within 180 days after a Change of Control (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the provisions of Executive pursuant to this Section 4.14.3 shall be due and payable in one lump-sum payment within 60 days after such termination. In all other cases, any amounts due to the Executive pursuant to this Section 4.3 shall be due and payable as and when they would have become due and payable absent such termination.

Termination Without Cause. At any time the Company shall have the right upon ninety If Employee's employment is terminated without "cause" as defined in Section 4.1(a), or if Employee is Involuntarily Terminated (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2as defined below), the Company (or its successor, as the case may be) shall pay to Employee (i) pay to the Executive any accrued but unpaid Base Salary and vacation through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject(ii) reimbursement for any expenses as set forth in Section 3.5, howeverthrough the date of termination and (iii) a severance payment in an amount equal to four times Employee's Base Salary and Annual Bonus, payable in one lump sum on the date of termination, subject to withholding as may be required by law. In addition, if Employee's employment is terminated without cause (other than if Employee is Involuntarily Terminated) or if Employee's employment is terminated due to death or permanent disability, Employee will be credited with an additional twelve (12) months of service toward vesting in the Option shares in addition to the provisions service he has accrued toward vesting through the date of termination. If Employee is Involuntarily Terminated, vesting of all options to purchase shares of the Company's Common Stock and all restricted stock grants (subject to any vesting deferrals provided in any restricted stock grant) will be accelerated in full and all such options shall remain in effect for a one (1) year period following the date of termination. As used in this Section 4.14.2, Employee shall be deemed "Involuntarily Terminated" if (i) the Company or any successor to the Company terminates Employee's employment without cause in connection with or following a Corporate Transaction or Change of Control (as defined in the Company's 1999 Stock Incentive Plan); or (ii) in connection with or following a Corporate Transaction or Change of Control there is (a) a decrease in Employee's title or responsibilities (it being deemed to be a decrease in title and/or responsibilities if Employee is not offered the position of Senior Vice President and General Counsel of the Company or its successor as well as the acquiring and ultimate parent entity, if any, following the Corporate Transaction or Change of Control), (b) a decrease in pay and/or benefits from those provided by the Company immediately prior to the Corporate Transaction or (c) a requirement that Employee re-locate out of the greater Los Angeles metropolitan area.

Termination Without Cause. At any time the The Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment at any time by written notice to the Employee not less than 30 days prior to the effective date of such termination. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall shall: (ia) pay to the Executive Employee any unpaid Base Salary through the effective date of termination of the Term of Employment specified in such notice; (b) pay to the Employee the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of termination of the Term of Employment; (iic) continue to pay the ExecutiveEmployee’s Base Salary for a period (the “ “Continuation Period”) through the date on which the Term of 12 months following Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination of the Executive’s employment with the Companypursuant to this Section 5, in the manner and at such time times as the Base Salary otherwise would have been payable to the Executive, Employee; (iiid) continue to pay the Employee Incentive Compensation and continue to provide the Executive Employee with benefits that are comparable, in the aggregate, to the benefits he was receiving under Sections 4.2 and 4.4 4.3 hereof (the “Benefits”) ), through the end of the Continuation Period in the manner and at such times as the Incentive Compensation and Benefits otherwise would have been payable or provided to the Executive, and Employee; (ive) pay to the Executive Employee his Termination Year Bonus, if any, at the time provided in Section 3.2; (f) pay to the Employee as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination ; and (g) if such termination occurs and is effective after December 31, 2008 but before the Expiration Date, pay to the Employee as a single lump sum payment, within 30 days of the amount Expiration Date, equal to the Employee’s then current Base Salary. In the event that would have been contributed or the Company is unable to provide the Employee with any Benefits required hereunder by reason of the termination of the Term of Employment pursuant to this Section 5.4, then the Company shall pay the Employee cash equal to the value of any Benefits the Benefit that otherwise would have accrued for the Employee’s benefit under any plan shall the plan, for the period during which such Benefits could not be binding and conclusive on provided under the Executiveplans, said cash payments to be made monthly throughout the Continuation Period. For this purpose, the Company may use as the value of any Benefit shall be the cost amount that the Employee is required to pay to obtain that Benefit (fully grossed up for taxes at the highest marginal rate applicable to the Company of providing that Benefit Employee calculated in a similar manner to the ExecutiveGross-Up Payment described in Section 4.6). FurtherUpon any termination effected and compensated pursuant to this Section 5.4, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1).

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days to terminate the Executive's employment hereunder by written notice to the Executive to terminate the Term of EmploymentExecutive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.3 or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue pay to pay the Executive’s Base Salary Executive the accrued but unpaid Incentive Compensation, if any, for a period (any Bonus Period ending on or before the “ Continuation Period”) date of 12 months following the termination of the Executive’s 's employment with the Company, (iii) pay to the Executive a lump sum amount equal to thirty-six (36) months of the Executive's Base Salary at the time of termination of employment with the Company, (iv) pay to the Executive (within 45 days after the end of the fiscal quarter in which such termination occurs) a prorata portion (based upon the period ending on the date of termination of the Executive's employment hereunder) of the Incentive Compensation, if any, for the Bonus Period in which such termination occurs, as calculated pursuant to Section 3.2 hereof and the Executive Plan; provided that the goals under Section 3.2 hereof and the Executive Plan for each period used in the manner and at such time as the Base Salary otherwise would have been payable to calculation of the Executive's Incentive Compensation, shall be based on (1) the portion of the Bonus Period through the end of the fiscal quarter in which such termination occurs and (2) unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, as approved and reviewed by the Board, (iiiv) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “"Benefits”") through the end of the Continuation Period in the manner and at such times as the compensation or Benefits otherwise would have been payable or provided to the Executive, and (ivvi) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datetermination of his employment hereunder, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the Expiration Date. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of the Continuation Periodyear for which such contributions would have been made or would have accrued. The Company’s 's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately fully vested in his or her Stock OptionsOptions as of the date of such termination of employment. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes (the “ “Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive), (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive, and (iv) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive’s employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive’s benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this Section 5.4.

Termination Without Cause. At The Company may remove Executive, at any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of Employment Term, without cause from the amount that would have been contributed or position in which Executive is employed hereunder (in which case the value of any Benefits that would have accrued under any plan Employment Term shall be binding and conclusive on deemed to have ended) upon not less than sixty (60) days' prior written notice to Executive; provided, however, that in the Executive. For this purposeevent that such notice is given, the Company may use as the value of Executive shall be under no obligation to render any Benefit the cost additional services to the Company of providing that Benefit to the Executive. Furtherand, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, subject to the provisions of Section 4.13 hereof, shall be allowed to seek other employment. Upon any such removal, Executive shall be entitled to receive as liquidated damages for the failure of the Company to continue to employ Executive, only the amount due to Executive under the Company's then-current severance pay plan for employees. No other payments or benefits shall be due under this Agreement to Executive, except that Executive shall be entitled to receive payments or benefits under the then-existing Benefit Coverages in which Executive is participating in accordance with the respective terms of such Benefit Coverages. Notwithstanding any provision in this Agreement or the BTWO Stock Option Agreement to the contrary, if Executive is terminated by the Company without cause after the first twelve (12) months, an amount equal to the lesser of one-half (1/2) of the remaining options to be vested under the then-remaining Employment Term or twelve (12) additional months of vesting shall be vested and exercisable in accordance with the BTWO Stock Option Agreements. Notwithstanding the foregoing, upon such removal, without cause under Section 5.4., in the event that Executive executes a written release of any and all claims against the Company and all related parties with respect to all matters arising out of Executive's employment by the Company (other than Executive's entitlement under any stock options, employee benefit plan or program sponsored by the Company in which Executive participated and under which Executive has accrued a benefit), and the termination thereof, Executive shall be entitled to receive, in lieu of the payment described in subsection 5.4. hereof, which Executive agrees to waive, (i) in equal monthly installments, as liquidated damages for the failure of the Company to continue to employ Executive, an amount equal to the amount of Executive's Base Salary and annual bonus, if any, for the lesser of the Remaining Employment Term or twelve (12) months, provided that Executive remains in compliance with the provisions of Sections 2 and 3 hereof; (ii) continuation of those Benefit Coverages as in effect at the time of such termination or removal, or to receive cash in lieu of such benefits or premiums, as applicable, where such Benefit Coverages may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the Benefit Coverage is provided) under applicable law or regulation, for the lesser of the Remaining Employment Term or twelve (12) months; (iii) any other amounts earned, accrued or owing but not yet paid under Section 1 above; and (iv) any other benefits in accordance with applicable plans and programs of the Company.

Termination Without Cause. At The employment of the Employee may be terminated without Cause at any time by the Company shall have vote of a majority of the right upon ninety (90) days written notice Board on delivery to the Executive to terminate Employee of a written Notice of Termination (as defined in SECTION 13(A)). On the Term Date of Employment. Upon any termination Termination (as defined in SECTION 13(B)) pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2SECTION 11(B), the Company shall pay to the Employee in a lump sum in lieu of payments under SECTIONS 4(A), 4(B) AND 5 for the remainder of the Term an amount equal to the sum of (i) pay to the Executive any unpaid all Base Salary payable under SECTION 4(A) through the effective date of termination specified in such noticedate, (ii) continue a pro-rated portion of the maximum Bonus available to pay the Executive’s Base Salary Employee under SECTION 4(B) for a period (the “ Continuation Period”) of 12 months following year in which the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executiveoccurs, (iii) continue an amount equal to provide three times the Executive with Employee's Total Compensation for the benefits he was receiving under Sections 4.2 and 4.4 hereof (twelve months preceding the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executivetermination date, and (iv) pay to One Million Five Hundred Thousand Dollars ($1,500,000.00). In addition, provided that Employee has complied with the Executive as a single lump sum paymentprovisions of SECTION 16 hereof, within 30 days on each of the Expiration Datefirst and second anniversaries of the Date of Termination of the Employee's employment, the Company shall pay the Employee in a lump sum benefit One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00). For purposes of this SECTION 11(B), the Employee's Total Compensation shall equal the sum of the Base Salary, maximum Bonus of 100% of such Base Salary (whether or not the entire amount was actually earned or paid to the Employee), fair value of vehicle allowance and other benefits and expense reimbursements described in SECTIONS 4(D) and 5, and any director's fees paid to the portion of his benefits under any savingsEmployee by the Company. In addition, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason on termination of the termination Employee under this SECTION 11(B), all of his employment hereunder prior the Employee's unvested Options and other options, warrants and rights relating to capital stock of the Company shall immediately vest and become exercisable. The term of any such options (including the Options), warrants and rights shall be extended to the end fifth anniversary of the Continuation PeriodEmployee's termination. The Company’s good faith determination of Employee acknowledges that extending the amount that would have been contributed or the value term of any Benefits incentive stock option pursuant to this SECTION 11(B), or SECTION 11(C), 11(D) OR 12(A), could cause such option to lose its tax-qualified status under the Internal Revenue Code of 1986, as amended (the "Code"), and agrees that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than obligation to compensate the Employee for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1any additional taxes he incurs as a result.

Termination Without Cause. At any time time, the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.2, or upon any termination pursuant to Section 5.3, Section 5.4 or Section 5.6 (that is not a termination under any of Sections 5.15.1 or 5.5), 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under subject to the terms of section 2.2Section 5.11 below, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such noticeAccrued Obligations, (ii) continue to pay the Executive’s Base Salary for a the period (equal to the “ Continuation Period”) of 12 months following the termination remainder of the Executive’s employment with the CompanyInitial Term, in the manner if any, and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections Section 4.2 and 4.4 hereof (collectively, the “Benefits” and, each, a “Benefit”) through the end of the Continuation Period Initial Term in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive, Executive (such payments and Benefits provided by clauses (ii) and (iviii), the “Severance Benefits”). For purposes of continuation of Benefits provided by clause (iii) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datepreceding sentence, if a lump sum benefit Benefit may be continued only by Executive electing continuation thereof under COBRA (including for purposes of this Section any analogous state law), then to receive the benefits of this Section 5.2 with respect to such Benefit, Executive must to elect continuation of such Benefit under COBRA. If Executive makes such election, the Company will pay or reimburse Executive for the portion of the COBRA premium that is equal to the value insurance premium the Company would pay if Executive was then an active employee of the portion of his benefits under Company. In the event that the Company is unable to provide the Executive with any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans Benefit required hereunder by reason of the termination of his the Executive’s employment hereunder prior pursuant to this Section 5.2 (which shall include any Benefit that may be continued under COBRA for the time period after COBRA coverage would expire), then the Company shall make a cash payment, within thirty days of Executive’s termination, equal to the end cost to the Company of such Benefit that otherwise would have accrued for the Continuation PeriodExecutive’s benefit under the applicable benefit plan, for the period during which such Benefit could not be provided under the plan. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, if Executive is terminated without cause under this Section 5.2, then the Executive Executive’s Equity Awards, if any, shall become immediately vested in his Stock Optionsvest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior hereunder. For all purposes under this Agreement, the failure of the Parties to renew this Agreement following the date expiration of termination, subject, however, the Term shall be treated as if the Company terminated this Agreement pursuant to the provisions of this Section 4.15.2.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in In the event that the Company does not renew the Executive’s Term of employment is terminated Without Cause during the Employment under the terms of section 2.2Period, the Company shall Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive his Prorated Incentive Compensation (as defined above); (iii) make, for the benefit of Executive, the Accrued Plan Contribution (as defined above); (iv) subject to Section 6(j) hereof, provide Executive (or upon his death, his surviving spouse and minor children, if any) with coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend) for a period of thirty-six (36) months from the effective date of the termination of Executive’s Employment (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier); and (v) pay Executive an amount equal to three (3) times Executive’s Average Annual Compensation. The term “Average Annual Compensation” shall mean the average of Executive’s annual Compensation based on the most recent three (3) taxable years, or if Executive was employed by the Bank for less than three (3) full taxable years, based on such lesser number of taxable years or portions thereof as Executive was employed by the Bank. The term “Compensation” shall mean, for the purposes of the foregoing definition as it relates to any tax year, all Base Salary, incentive compensation, bonuses, special allowances, other compensation, club dues and other benefits paid by the Bank to Executive in such taxable year pursuant to Section 3(a) through (k) hereof, any director or committee fees paid by the Bank to Executive during such tax year, and any other taxable income paid by the Bank to Executive during such tax year. Except as provided in Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(c), the Bank shall have no obligation to provide Executive with any unpaid Base Salary other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment Without Cause. Except as provided in Section 6(g) hereof, the amounts payable under Subsections (ii) and (v) of this Section 6(c) shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination specified in such notice, and continuing thereafter on each regular payroll date for thirty-six (ii36) continue to pay the months. Upon Executive’s Base Salary for a period (the “ Continuation Period”death, any payments due under this Section 6(c) of 12 months following the termination of the shall be paid, as applicable, to Executive’s employment with the Companyestate, in the manner and at such time trust or as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans required by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1law.

Termination Without Cause. At any time the Company Employer shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployee without "cause" at any time. Upon such a termination prior to or upon the first anniversary of the Effective Date, Employee shall not be entitled to any benefits hereunder. Upon a termination pursuant to this Section 5.4 (of Employee's employment hereunder without "cause" on any date that is not subsequent to the first anniversary of the Effective Date, Employee shall be entitled to receive a termination under any lump sum severance payment equal to the sum of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall one (1) times (i) pay to the Executive any unpaid his then current annual Base Salary through (specifically excluding the effective date value of termination specified any 401(k) or other retirement plan matching contribution from Employer, even if recognized in such noticepayroll or deemed compensation to Employee), (ii) continue the highest cash bonus payment paid to pay Employee over the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executivepast three years, (iii) continue to provide the Executive with highest full grant date value of any equity award granted over the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executivepast three years, and (iv) the annual total automobile allowance paid to Employee under Section 4(a) hereof. In addition, Employer shall continue to provide the Employee with hospital, health, medical and life insurance, and any other like benefits in effect at the time of such termination, on the terms and conditions under which they were offered to Employee prior to such termination for a period of twelve (12) months. In the event Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the benefits provided for above under the terms provided for herein, then in lieu of providing such benefits, Employer will pay the amount of Employee’s premium to continue such coverage pursuant to the Executive as a single lump sum payment, within 30 days terms of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation PeriodComprehensive Omnibus Budget Reconciliation Act. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company Employee shall have no further liability hereunder duty to mitigate damages in connection with his termination by Employer without "cause". However, if the Employee obtains new employment and such new employment provides for hospital, health, medical and life insurance, and other than for reimbursement for reasonable business expenses incurred prior benefits, in a manner substantially similar to the date benefits payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of terminationthe continuation of Employee’s hospital, subjecthealth, howeverand medical insurance, Employee shall be permitted to elect to extend such insurance coverage under the policies maintained by Employer in accordance with the applicable provisions of the Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”), and/or applicable state law, to the provisions of Section 4.1extent eligible to do so under the Code and such state law.

Termination Without Cause. At any time the The Company shall have the right upon ninety (90) days written notice to the Executive -------------------------- to terminate the Term of EmploymentEmployment by written notice not less than thirty (30) days prior to the termination date, to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.3 or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any on the termination date unpaid Base Salary Salary, if any, through the effective date of termination specified in such notice, (ii) continue ii)pay to pay the Executive’s Base Salary Executive the accrued but unpaid Incentive Compensation, if any, for a period (any Bonus Period ending on or before the “ Continuation Period”) date of 12 months following the termination of the Executive’s 's employment with the Company, at the time provided in the manner and at such time as the Base Salary otherwise would have been payable to the ExecutiveSection 3.2a, (iii) pay to the Executive on the termination date a lump sum payment equal to three (3) times the sum of (x) his Base Salary, if any as of the date of his termination and (y) the accrued but unpaid Bonus for the year in which such termination occurs, (iv) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “"Benefits”") through for a period of three (3) years immediately following the end date of the Continuation Period his termination in the manner and at such times as the Benefits otherwise would have been provided to the Executive, and ; (ivv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datedate of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans but that would not have been forfeited if the Executive's employment had contained for an additional three (3) years. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive's employment pursuant to this Section 5.4, then the Company shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. For Upon any termination effected and compensated pursuant to this purposeSection 5.4, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days may, in its sole discretion, by written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Companyunder this Agreement immediately without Cause at any time (other than following a Change of Control, in which case a termination without Cause is governed by Section 8 of this Agreement). In the manner and at event of such time termination, Executive shall receive, as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Dateseverance or liquidated damages or both, a lump sum benefit payment equal to the value sum of (i) the Base Salary that Executive would be entitled to receive as of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason date Executive is Terminated without Cause through the expiration of the then current Term and (ii) the product of (A) the Executive’s average cash bonus for the three (3) years (or such lesser number of years as the Executive has been employed) preceding the year in which Executive’s termination occurs divided by 12 and (B) the number of his employment hereunder prior months remaining to the end expiration of the Continuation Period. The Company’s good faith determination then current Term as of the amount that would have been contributed or date the value Executive is Terminated without Cause. Subject to Section 19 of any Benefits that would have accrued under any plan this Agreement, such payment shall be binding and conclusive on the made not later than three (3) business days following Executive’s termination date. For Nothing in this purpose, the Company may use as the value of Section shall affect Executive’s rights to receive any Benefit the cost benefit which has been earned but not paid with respect to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred ’s performance prior to the date of such termination. In addition, subject, however, the Bank. (i) shall continue Executive’s health and life insurance coverage at the Bank’s expense through the expiration of the then current Term and (ii) pay Executive a lump sum amount equal to the provisions (A) monthly expense incurred by the Bank to provide Executive with the use of a Bank-leased vehicle and (B) the monthly value of Bank matching contributions under the Bank’s 401(k) plan (based on the average monthly value of such items during the twelve (12) months preceding Executive’s termination of employment) through the expiration of the then current term. The payments described in this Section 4.17(e) will be due Executive regardless of any subsequent employment attained by Executive.

Termination Without Cause. At any time the The Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployee’s employment Without Cause at any time. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2termination, the Company shall pay to Employee (i) pay to any compensation (including accrued vacation time and a pro-rated bonus under the Executive any unpaid Base Salary Company’s Bonus Plan through the effective date of termination specified in such notice, Without Cause) due that would otherwise have been payable through the date of termination Without Cause promptly after the date of termination Without Cause (but the pro-rated bonus will be paid when otherwise payable had he continued as an employee of the Company) and (ii) continue two year’s base salary plus, if Employee has completed more than five years of service, including service as a member of the Board of Directors, an additional amount equal to pay his monthly base salary for each year of completed service in excess of five years which shall be paid in 24 equal monthly payments commencing with the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months month following the termination of the Executive’s employment with the Company, month in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of which his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan is terminated Without Cause and shall be binding paid when otherwise payable had he continued as an Employee and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder obligations to Employee under this Agreement. If Employee is a Specified Employee on the date his employment is terminated Without Cause, the monthly payments under Section 5(c)(ii) shall not commence until the first month next following the six-month anniversary of the date his employment so terminated. For purposes of this Agreement, an Employee shall be considered a “Specified Employee” as provided in Code §409A and the Treasury regulations promulgated thereunder. If Employee dies after his employment is terminated Without Cause and before his receipt of all salary continuation payments due Employee under this Section 5(c), the balance shall be paid to his estate in the same manner and at the same time as specified in this Section 5(c). During the required period of continuation coverage within the meaning of Code §4980B(f)(2)(B)(i)(I), Employee shall be reimbursed by the Company within five days of each payment by Employee of the monthly premium payable to continue coverage of Employee and his dependents under the Company’s group health plan or plans following the date his employment is terminated Without Cause in an amount equal to the amount of that monthly premium payable by Employee for such continuation coverage. Termination “Without Cause” means the termination of Employee’s employment either (i) by the Company for a reason other than for reimbursement for reasonable business expenses incurred Cause or (ii) by the Company or Employee resulting from a “Change of Control.” For purposes of this Agreement, a “Change of Control” means the occurrence of any of the following events: (A) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than one or more Permitted Holders, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Parent representing (1) 50% or more of the combined voting power of the Parent’s then outstanding securities prior to the date a “Qualified Public Offering” (which, for purposes of termination, subject, however, to the provisions of Section 4.1.this Agreement,

Termination Without Cause. At any time Subject to the provisions of Section 4(c), if, prior to the expiration of the Employment Term, the Company shall have terminates the right upon ninety (90) days written notice Employee’s employment without Cause, the Company shall, subject to the Executive Employee’s execution of a general release of claims against the Company in a form substantially similar to terminate the Term form attached hereto as Exhibit A, provide the Employee with Severance Benefits and Continued Health Benefits. “Severance Benefits” means an amount equal to one and one half (1.5) times the sum of Employment(i) Base Salary (at the rate in effect on the date the Employee’s employment is terminated) plus (ii) Bonus (defined as the greater of (1) the average bonus amount paid to the Employee over the three fiscal years immediately preceding the year of termination and (2) 50% of Base Salary at the rate in effect on the date the Employee’s employment is terminated), paid over the eighteen (18)‑month period immediately following Employee’s termination of employment without Cause (such period being referred to hereunder as the “Severance Period”), at such intervals as the Employee would have received payments of Base Salary if he had remained in the active service of the Company. Upon any The Company shall also provide the Employee and his eligible dependents with group medical and life insurance after termination pursuant of the Employee’s employment without Cause (to this Section 5.4 (that is not a the extent such eligible dependents were participating in the Company’s group medical and life insurance programs prior to the Employee’s termination under any of Sections 5.1employment) or, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does such participation is not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datepermitted, a lump sum benefit cash payment equal to the value of the portion benefit excluded, payable in equal monthly installments beginning 60 days following the Employee’s Separation from Service (as defined in Section 4(f) hereof) (the “Continued Health Benefits”) until the earlier of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to (x) the end of the Continuation PeriodSeverance Period or (y) the Employee obtaining other employment and becoming eligible to participate in the medical and life insurance plans of his new employer. The Company’s good faith determination Any general release of claims against the amount that would have been contributed or the value of any Benefits that would have accrued under any plan Company required pursuant to this Section 4(b) shall be binding executed and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to irrevocable within sixty (60) days following the date of termination, subject, however, to the provisions Employee’s termination of Section 4.1employment.

Termination Without Cause. At any time the Company Employer shall have the right right, exercisable upon ninety (90) days written notice to the Executive notice, to terminate Employee's employment under this Agreement for any reason other than set forth in Sections 7(a), (c) and (d), above, at any time during the Term term of Employmentthis Agreement. Upon any termination If Employee is so terminated by Employer pursuant to this Section 5.4 7(e) during the Term, Employer shall pay Employee two weeks of Base Salary for each full year of service to a maximum of eight (that is not a termination under any 8) weeks of Sections 5.1the Base Salary. Should Employee, 5.2at Employee's sole and exclusive option, 5.3provide Employer with Employer's then standard form of separation, 5.5waiver and release agreement of all claims against Employer, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall then (i) Employer agrees to (A) pay to Employee the Executive any unpaid Base Salary through Salary, and (B) provide or reimburse Employee for the effective same medical, dental, long-term disability and life insurance pursuant to Section 6(a) to which Employee was entitled hereunder as of the date of termination specified provided, however, that in the case of such noticemedical and dental insurance, that Employee makes a timely election for continuation coverage under COBRA, in each case (i.e., the Base Salary and insurance), until the last to occur (the "Severance Period") of (1) the expiration of the remaining portion of the Initial Term or the then applicable Renewal Term, as the case may be, or (2) the 24-month period commencing on the date Employee is terminated, (ii) continue pay Employee an amount equal to pay the Executive’s Base Salary product obtained by multiplying (A) the Maximum Annual Bonus for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise which Employee would have been payable otherwise entitled to receive by (B) the Executivefraction in which the numerator is the number of calendar months in the Severance Period and the denominator of which is 24, and (iii) continue to provide the Executive vesting of all outstanding stock awards in favor of Employee shall immediately vest in full. Employer shall make such payments in accordance with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end its regular payroll schedule. If any such payments are due Employee upon a Cessation of the Continuation Period in the manner as Benefits otherwise would have been provided to the ExecutiveBusiness, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive all remaining payments shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to due and payable upon the date occurrence of termination, subject, however, to the provisions such Cessation of Section 4.1Business.

Termination Without Cause. At If the Company terminates Executive’s employment at any time prior to a Change of Control without Cause (and other than as a result of Executive’s death or disability) and such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), Executive shall be eligible for the following severance benefits (the “Severance Benefits”): (i) the Company shall have the right upon ninety make a lump sum severance payment to Executive in an amount equal to eighteen (9018) days written notice to the Executive to terminate the Term months of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term then-current base salary plus 150% of Employment under the terms greater of section 2.2(A) 80% of the Target Bonus for the year in which the termination occurs and (B) the prior year’s Target Bonus actually earned by Executive, the Company shall (i) pay subject to the Executive any unpaid Base Salary through the effective date of termination specified in such noticewithholdings and deductions, (ii) continue the vesting of each then-outstanding, unvested equity award held by Executive will accelerate as to pay that number of shares under each such award that would have vested in the Executive’s Base Salary ordinary course had Executive continued to be employed by the Company for an additional eighteen (18) months (or, if no shares would vest during such time under a period specific award due to a cliff vesting provision, then the number of shares vesting and becoming exercisable pursuant to this paragraph shall equal the product of (A) the “ Continuation Period”total number of shares subject to the award and (B) a fraction, the numerator of 12 which is eighteen (18) and the denominator of which is the total number of months following in the termination vesting schedule), with such vesting occurring as of the date of the Executive’s termination, (iii) the post-termination exercise period of all non-statutory stock options then held by Executive shall be extended so that such options, to the extent vested, are exercisable until the earlier of (A) the original term expiration date for such award and (B) the first anniversary of Executive’s termination date and (iv) if Executive timely elects COBRA health insurance coverage, the Company will pay Executive’s COBRA premiums for eighteen (18) months following the date his employment with terminates or until such earlier date as he is no longer eligible for COBRA coverage or he becomes eligible for health insurance coverage from another source (provided that Executive must promptly inform the Company, in writing, if he becomes eligible for health insurance coverage from another source within eighteen (18) months after the manner and at such time as the Base Salary otherwise would have been payable termination). Executive shall not be entitled to the Executive, (iii) continue to provide Severance Benefits unless and until the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end release requirements set forth in Section 5 of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that this Agreement are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1satisfied.

Termination Without Cause. At any time the Company shall have the right upon ninety If Employee's employment is terminated without "cause" as defined in Section 4.1(a), or if Employee is Involuntarily Terminated (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2as defined below), the Company (or its successor, as the case may be) shall pay to Employee (i) pay to the Executive any accrued but unpaid Base Salary and vacation through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject(ii) reimbursement for any expenses as set forth in Section 3.5, howeverthrough the date of termination and (iii) a severance payment in an amount equal to four times Employee's Base Salary and Annual Bonus, payable in one lump sum on the date of termination, subject to withholding as may be required by law. In addition, if Employee's employment is terminated without cause (other than if Employee is Involuntarily Terminated) or if Employee's employment is terminated due to death or permanent disability, Employee will be credited with an additional twelve (12) months of service toward vesting in the Option shares in addition to the provisions service he has accrued toward vesting through the date of termination. If Employee is Involuntarily Terminated, vesting of all options to purchase shares of the Company's Common Stock and all restricted stock grants (subject to any vesting deferrals provided in any restricted stock grant) will be accelerated in full and all such options shall remain in effect for a one (1) year period following the date of termination. As used in this Section 4.14.2, Employee shall be deemed "Involuntarily Terminated" if (i) the Company or any successor to the Company terminates Employee's employment without cause in connection with or following a Corporate Transaction or Change of Control (as defined in the Company's 1999 Stock Incentive Plan); or (ii) in connection with or following a Corporate Transaction or Change of Control there is (a) a decrease in Employee's title or responsibilities (it being deemed to be a decrease in title and/or responsibilities if Employee is not offered the position of Senior Vice President and Chief Financial Officer of the Company or its successor as well as the acquiring and ultimate parent entity, if any, following the Corporate Transaction or Change of Control), (b) a decrease in pay and/or benefits from those provided by the Company immediately prior to the Corporate Transaction or (c) a requirement that Employee re-locate out of the greater Los Angeles metropolitan area.

Termination Without Cause. At The Company has the right, at any time during the Company shall have Term, subject to all of the right upon ninety provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Executive's employment under this Agreement and discharge the Executive without Cause. If the Executive is terminated during the Term without Cause (90) days written notice including any termination which is deemed to be a constructive termination without Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be limited solely to terminate (i) the vesting of all stock options granted to the Executive by the Company and (ii) the payment, at the times and upon the terms provided for herein, of the greater of (a) the Executive's Annual Salary and Incentive Bonus for the number of full months remaining in the Term of Employment. Upon any termination pursuant to this Section 5.4 Agreement had the Executive not been so terminated and (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew b) the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base 's Annual Salary for a period (of 36 months, in each case based on the “ Continuation Period”) of 12 months following the termination Annual Salary of the Executive’s employment with Executive in effect on the Companydate of termination (or, in if the manner and at such time as the Base Salary otherwise would have been payable to Company has reduced the Executive's Annual Salary in breach of this Agreement, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, 's Annual Salary before such reduction) together with all unpaid Incentive Bonus and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing Benefits awarded or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior up to the date of termination. If the Executive is terminated after he has received one Incentive Bonus, subjectthe Incentive Bonus in clause (ii)(a) shall be based on the amount of that one Incentive Bonus; if he has not yet received an Incentive Bonus, howeverit shall be based on the maximum Incentive Bonus (i.e., 75% of the Annual Salary). In the event of a termination by the Company without Cause within 180 days after a Change of Control (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the provisions of Executive pursuant to this Section 4.14.3 shall be due and payable in one lump-sum payment within 60 days after such termination. In all other cases, any amounts due to the Executive pursuant to this Section 4.3 shall be due and payable as and when they would have become due and payable absent such termination.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes (the “ “Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive), (iii) continue to provide the Executive with the benefits he was receiving under Sections Section 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive, and (iv) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive’s employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive’s benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall not be treated as if the Company terminated this Agreement pursuant to this Section 5.4.

Termination Without Cause. At any time the The Company shall have the right upon ninety (90) days to terminate the Term of Employment by written notice to the Executive not less than thirty (30) days prior to terminate the Term of Employmenttermination date. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.3 or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any on the termination date unpaid Base Salary Salary, if any, through the effective date of termination specified in such notice, (ii) continue pay to pay the Executive’s Base Salary Executive the accrued but unpaid Incentive Compensation, if any, for a period (any Bonus Period ending on or before the “ Continuation Period”) date of 12 months following the termination of the Executive’s 's employment with the Company, at the time provided in the manner and at such time as the Base Salary otherwise would have been payable to the ExecutiveSection 3.2a, (iii) pay to the Executive on the termination date a lump sum payment equal to three (3) times the sum of (x) his Base Salary and (y) the accrued but unpaid Bonus for the year in which such termination occurs, (iv) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”"BENEFITS") through for a period of three (3) years immediately following the end date of the Continuation Period his termination in the manner and at such times as the Benefits otherwise would have been provided to the Executive, and ; (ivv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datedate of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans but that would not have been forfeited if the Executive's employment had contained for an additional three (3) years. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive's employment pursuant to this Section 5.4, then the Company shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. For Upon any termination effected and compensated pursuant to this purposeSection 5.4, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in In the event that the Company does not renew the Executive’s Term of employment is terminated Without Cause during the Employment under the terms of section 2.2Period, the Company shall Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive his Prorated Incentive Compensation (as defined above); (iii) make, for the benefit of Executive, the Accrued Plan Contribution (as defined above); (iv) subject to Section 6(j), provide Executive (or upon his death, his surviving spouse and minor children, if any) with coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend) for a period of thirty-six (36) months from the effective date of the termination of Executive’s Employment (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier); and (v) pay Executive an amount equal to three (3) times Executive’s Average Annual Compensation. The term “Average Annual Compensation” shall mean the average of Executive’s annual Compensation based on the most recent three (3) taxable years, or if Executive was employed by the Bank for less than three (3) full taxable years, based on such lesser number of taxable years or portions thereof as Executive was employed by the Bank. The term “Compensation” shall mean, for the purposes of the foregoing definition as it relates to any tax year, all Base Salary, incentive compensation, bonuses, special allowances, other compensation, club dues and other benefits paid by the Bank to Executive in such taxable year pursuant to Section 3(a) through (k) hereof, any director or committee fees paid by the Bank to Executive during such tax year, and any other taxable income paid by the Bank to Executive during such tax year. Except as provided in Section 3(j) (but only with respect to the assumption and continuation of the Life Insurance Policy) and this Section 6(c), the Bank shall have no obligation to provide Executive with any unpaid Base Salary other compensation or benefits pursuant Section 3(a) through (k) or Section 6 of this Agreement following a termination of Executive’s employment Without Cause. Except as provided in Section 6(g) hereof, the amounts payable under Sections (ii) and (v) hereof shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination specified in such notice, and continuing thereafter on each regular payroll date for thirty-six (ii36) continue to pay the months. Upon Executive’s Base Salary for a period (the “ Continuation Period”death, any payments due under this Section 6(c) of 12 months following the termination of the shall be paid, as applicable, to Executive’s employment with the Companyestate, in the manner and at such time trust or as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans required by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1law.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s 's Base Salary for a period (the “ "Continuation Period”") of 12 six (6) months following from the effective date of termination of the Executive’s employment with the Companyhereunder, in the manner and at such time as the Base Salary otherwise would provided, however, Executive shall have been payable employed by Company for a period of at least one hundred eighty (180) days to the Executivebe eligible for such payment, (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections 4.2 and 4.4 hereof (the “"Benefits”") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, and provided, however, Executive shall have been employed by Company for a period of at least one hundred eighty (iv180) pay days to be eligible for such Benefits or payment of the cash value of such Benefits, as set forth below. In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive's benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s 's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his vesting of the Executive's Stock Options, if any, shall be subject to the terms of the Stock Option Plan. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days accumulated in accordance with the Company's then general policy).

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days to terminate this Agreement and Employee’s employment hereunder by written notice to the Executive to terminate the Term of EmploymentEmployee. Upon any termination without Cause pursuant to this Section 5.4 4.4, Company (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company a) shall (i) pay to the Executive Employee any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion amounts of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have Total Salary accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject(b) shall reimburse Employee for all expenses described in Section 3.1 of this Agreement incurred prior to the date of termination and (c) shall pay Employee an amount (“Severance Payments”) equal to his Total Salary for a period of twelve (12) months, paid ratably over such twelve (12) month period or in a lump sum, as determined by the Board, subject to all appropriate withholdings and deductions, provided, however, that no Severance Payments shall be paid until Employee has signed and delivered a release agreement satisfactory to Company and not revoked it during any applicable statutory revocation period. Employee will forfeit the right to any Severance Payments under this Section 4.4 unless such release is signed and not subsequently revoked within ninety (90) days after it is provided to Employee by Company. Employee shall receive the Additional Benefits for so long as Severance Payments are being made to Employee (the “Severance Benefits”) Upon making the Severance Payments and providing the Severance Benefits, if any, required by this Section 4.4, Company shall have no further liability to Employee other than any amounts duly payable pursuant to any 401K plan, employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by Company to Employee pursuant to the provisions of Section 4.1terms thereof.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s 's Base Salary for a period (the “ " Continuation Period”") through the date on which the Term of 12 months following the termination of the Executive’s employment with the Company, Employment would have ended pursuant to Section 2 hereof in the manner and at such time as the Base Salary otherwise would absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, provided, however, Executive shall have been payable employed by Company for a period of at least ninety (90) days to the Executivebe eligible for such payment, (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections 4.2 and 4.4 hereof (the “"Benefits”") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, and provided, however, Executive shall have been employed by Company for a period of at least ninety (iv90) pay days to be eligible for such Benefits or payment of the cash value of such Benefits, as set forth below. In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive's benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s 's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his vesting of the Executive's Stock Options, if any, shall be subject to the terms of the Stock Option Plan. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this Section 5.4.

Termination Without Cause. At (a) Each of the Company and the Employee may terminate the Employee's employment under this Agreement at any time for any reason whatsoever, without any further liability or obligation of the Company to the Employee or of the Employee to the Company from and after the date of such termination (other than liabilities or obligations accrued but unsatisfied on, or surviving, the date of such termination), by sending ninety (90) days' prior notice to the other party. In the event the Company elects to terminate the Employee's employment under this Agreement pursuant to this Section 12, the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued for a period equal to the right upon greater of (i) two (2) years following the date of notice of the Company's election to terminate the Employee's employment, or (ii) the balance of the then current Term of Employment. In the event the Employee terminates his employment hereunder within ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 after a Detrimental Change (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2as hereinafter defined), the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued until the later of (i) pay to the Executive any unpaid Base Salary through expiration of the then current Term of Employment, or (ii) the expiration of two (2) years following the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s Employee's employment with hereunder. In the Companyevent the Employee elects to terminate the Employee's employment under this Agreement, other than as set forth in the manner and at such time as the Base Salary otherwise would have been payable to the Executiveimmediately preceding sentence, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Term of Employment, the Company’s good faith determination 's obligation to pay Salary shall cease as of the amount that would have been contributed or effective date of termination. Any termination of the value of any Benefits that would have accrued Employee's employment under any plan this Agreement by the Company as provided in this Section 12 shall be binding in addition to, and conclusive on not in substitution for, any rights with respect to termination of the Executive. For this purpose, Employee which the Company may use as have pursuant to Section 11. Notwithstanding any termination of the value of any Benefit the cost Employee's employment under this Agreement pursuant to the Company of providing that Benefit to the Executive. Furtherthis Section 12, the Executive shall become immediately vested Employee, in consideration of his Stock Options. The Company shall have no further liability employment hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of such termination, subject, however, to shall remain bound by the provisions of Section 4.17, 8, 9 and 14 hereof following any such termination.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes (the “ “Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive), (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive, and (iv) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive’s employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive’s benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall not be treated as if the Company terminated this Agreement pursuant to this Section 5.4.

Termination Without Cause. At any time (a) In the Company event the Executive's employment hereunder is terminated without cause other than a termination as a result of, in connection with or following a Change in Control pursuant to Section 5, the Executive shall have be entitled to receive the right upon ninety greater of (90x) days written notice the compensation described in Section 1.2(a) of this Agreement for the unexpired remainder of the Employment Period, or (y) one year's annual salary as in effect on the date of such termination, in either case together with (i) an amount equal to the Incentive Compensation, if any, the Executive received, or which was accrued by the Corporation for the benefit of the Executive, during the twelve-months' period immediately preceding such termination, and (ii) the benefits described in Section 1.2(c) of this Agreement (other than those benefits, such as stock option grants, participation in any profit sharing plan or education benefits, which are available only to terminate employees of the Term Corporation, except that, in the case of Employment. Upon any termination pursuant health, life, disability and other insurance plans or programs in which the Executive participated immediately prior to this Section 5.4 (the termination, such benefits shall continue, provided that the Executive's continued participation is not a termination permissible under any the general terms and provisions of Sections 5.1such plans or programs, 5.2, 5.3, 5.5, 5.6 or in the event that such continued participation is barred or not otherwise permissible or available, the Company does not renew Corporation shall arrange to provide the Executive’s Term , at the expense of Employment the Corporation, with benefits substantially similar to those which the Executive had been receiving under the terms of section 2.2such plans health, the Company shall (i) pay life, disability and other insurance and programs immediately prior to the Executive any unpaid Base Salary through the effective date time of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s 's employment with for the Companyunexpired remainder of the Employment Period). All payments under this Section 4.3(a) shall be made in three substantially equal monthly installments, in commencing on the manner first day of the first calendar month immediately following the month during which the date of termination occurred and at such time as continuing on the Base Salary otherwise would have been payable first day of each of the two immediately succeeding consecutive calendar months, without present value discount, except that if the Corporation is to the Executive, (iii) continue to provide benefits pursuant to clause (ii) above, it shall do so for the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end longer of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days unexpired remainder of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing Employment Period or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to one year from the date of such termination, subject, however, to the provisions of Section 4.1.

Termination Without Cause. At any time This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Trust Fund (or advances by the Company for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Company, Xxxxxx Brothers Bank, FSB and the Master Servicer in writing or (iii) at the sole option of the Xxxxxx Brothers Bank, FSB, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Company by registered mail to the address set forth at the beginning of this Agreement. The Master Servicer, the Trustee and the Company shall have comply with the right upon ninety termination procedures set forth in Article X. In connection with any such termination referred to in clause (90ii) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1above, 5.2Xxxxxx Brothers Bank, 5.3, 5.5, 5.6 or in the event that FSB will be responsible for reimbursing the Company does not renew for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. In connection with any such termination referred to in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, clause (iii) continue above, Xxxxxx Brothers Bank, FSB will be responsible for paying a sum, as liquidated damages, in an amount equal to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”I) through the end two percent (2%) of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days aggregate Assumed Principal Balance of the Expiration DateMortgage Loans (as defined herein) if such written notice is received by the Company on or before the Business Day five years from the date such Mortgage Loans were sold by the Company to Xxxxxx Brothers Bank, a lump sum benefit equal to the value FSB, or (II) one percent (1%) of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason aggregate Assumed Principal Balance of the termination of his employment hereunder prior Mortgage Loans if such written notice is received by the Company after the Business Day five years from the date such Mortgage Loans were sold by the Company to the end of the Continuation Period. The Company’s good faith determination of the Xxxxxx Brothers Bank, FSB (either amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use referred to as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1"Liquidated Damages").

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days to terminate the Executive's employment hereunder without Cause by written notice to the Executive to terminate the Term of EmploymentExecutive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.4, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Executive's employment with the Company and a prorated portion of the Bonus earned, if any, for the quarterly Bonus Period, if any, in which the termination occurs, (iii) continue to pay the Executive’s 's Base Salary for a period (and Incentive Compensation through the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary and Incentive Compensation otherwise would have been payable to the Executive, and (iiiiv) continue to provide the Executive with the benefits he Benefits the Executive was receiving under Sections Section 4.2 and 4.4 hereof (to the “Benefits”) extent permitted under the terms of applicable insurance and other benefit programs of the Company then in affect and covering the Executive, and provided further that the Company shall not take any affirmative action from the time of giving notice of termination to the Executive through the end of the Continuation Period which would cause the relevant insurance and other benefits available to the Executive to be reduced or eliminated) during the Continuation Period, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive, and (iv) pay to . In the event that the Executive as a single lump sum payment, within 30 days of has remained with the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing Company for five (5) years or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of more the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan Period shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Optionssix (6) months. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1).

Termination Without Cause. At The Company has the right, at any time during the Company shall have Term, subject to all of the right upon ninety provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Executive's employment under this Agreement and discharge the Executive without Cause. If the Executive is terminated during the Term without Cause (90) days written notice including any termination which is deemed to be a constructive termination without Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be limited solely to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to loss of the Company's recourse against the Executive any unpaid Base Salary through for amounts owed in connection with the effective date of termination specified in such noticeLoan (pursuant to Section 2.8 hereof), (ii) continue vesting of all stock options granted to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with Executive by the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with payment, at the benefits he was receiving under Sections 4.2 times and 4.4 hereof upon the terms provided for herein, of (a) two times the “Benefits”) through the end average of the Continuation Period in total compensation paid by the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay Company to the Executive as a single lump sum paymentfor the three previous years (or, within 30 days if this Agreement has been in effect for less than three years at the time of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purposetermination, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, total compensation earned by the Executive shall become immediately vested during such period divided by the number of days in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior the Term and then multiplied by 730) and (b) any unpaid Incentive Bonuses and Benefits awarded or accrued up to the date of termination. In the event of a termination by the Company without Cause within 180 days after a Change of Control (as hereinafter defined), subjectincluding a constructive termination without Cause pursuant to Section 4.6, however, the amounts due to the provisions Executive pursuant to this Section 4.3 shall be due and payable in one lump-sum payment within 60 days after such termination. In all other cases, any amounts due to the Executive pursuant to this Section 4.3 shall be due and payable in twenty-four (24) equal monthly payments beginning thirty (30) days after the date of Section 4.1termination.

Termination Without Cause. At any time the The Company shall have the right right, upon ninety (90) days days' prior written notice given to the Executive, to terminate the Executive's employment for any reason whatsoever (except for Cause (as defined below) which is covered by Section 3(d)). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination without Cause, in accordance with Section 3(a) and other applicable payment provisions herein; (ii) receive bonus compensation earned but not paid under Section 3(b) hereof that relates to any fiscal year ended prior to the date of his termination without Cause, in accordance with Section 3(b) hereof; (iii) receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the fiscal year during which the termination without Cause occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) receive as damages (A) for a period ending on a date two (2) years from the date of termination without Cause, in accordance with the regular payroll policies of the Company in effect from time to time, his Base Salary as established under and in accordance with Section 3(a) hereof and (B) bonus compensation equal to fifty percent (50%) of the average of the actual annual bonuses paid or payable to the Executive under the Bonus Plan during the past two (2) completed fiscal years; (v) receive reimbursement for financial counseling services under Section 5(b) hereof for a period of two (2) years from the date of termination, in accordance with Section 5(b) hereof; and (vi) participate for a period ending on a date two (2) years from the date of termination without Cause (the "Without Cause Continuation Period"), to terminate the Term extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all qualified and non-qualified pension and qualified retirement savings, healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of Employmentthe Company. Upon Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to Section 6(j), cash payments, to be paid in accordance with Section 6(j)(i), equal to the Pension Replacement Payment (as defined in Section 6(a)) with respect to the Without Cause Continuation Period. Notwithstanding the above, any amounts payable under this Section 6(c) that are separation pay as described under Treas. Reg. ss.1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive's termination pursuant to this section 6(c) occurs; any amounts payable under this Section 6(c) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(j) of this Agreement. Except as otherwise provided in this Section 6(c), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. In the event of termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further6(c), the Executive shall become immediately vested in not be required to mitigate his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1damages hereunder.

Termination Without Cause. At The Company may terminate Executive’s employment with the Company at any time during the Term, for any reason and without Cause, by giving [him/her] written notice 30 days prior to the date of termination. Until the effective date of any such termination, the Company shall continue to pay to Executive the full compensation specified in this Agreement, including the benefits provided at paragraph 3(d). Following the date of termination, Executive shall make [himself/herself] reasonably available to members of the Board and other senior managers and officers of the Company to assist in the transition of responsibilities and information to others and to facilitate the orderly conduct of business operations. Upon termination, the Company shall have the right upon ninety (90) days written notice no other financial obligations to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1compensation or benefit plan, 5.2, 5.3, 5.5, 5.6 program or policy and Executive’s participation in the event that Company’s compensation and benefit plans, programs and policies shall cease as of the Company does not renew the date of Executive’s Term of Employment termination except as set forth herein or as expressly provided under the terms of section 2.2any such plans, programs or policies, or as required by applicable law. However, in addition to the above, if Executive is terminated by the Company (i) pursuant to this subparagraph 8(d) or (ii) upon the Company’s nonextension of the Term in accordance with Section 4 (provided that Executive is then willing and able to continue to provide services under terms and conditions substantially similar to those in this contract) and for any reason other than Cause, death or Disability, the Company shall (iA) pay Executive a payment equal to the Executive any unpaid amount of [his/her] Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise that would have been payable to the Executive, (iii) continue to provide the had Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) remained employed through the end last day of the Continuation Period six (6) months following the month in which termination occurred, which payment shall be divided into six (6) equal installments and paid monthly in the manner as Benefits otherwise would have been provided to the Executive, six (6) subsequent months following such termination; and (ivB) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit payment in an amount equal to six (6) months of COBRA premiums for the value level of coverage that Executive had in effect as of immediately prior to [his/her] termination. If, in respect of the portion of his benefits fiscal year in which Executive’s employment terminates pursuant to this subparagraph 8(d), the Board or a committee thereof determines in its discretion that [he/she] would otherwise have been entitled to receive Incentive Compensation under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans subparagraph 3(c) by reason of the termination of his employment hereunder prior to the end operations of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan Company during such fiscal year, Executive shall be binding entitled to receive a pro rata portion of [his/her] Incentive Compensation for such year. Such pro rata portion shall equal the product of (x) the full amount of such Incentive Compensation, and conclusive on the Executive. For this purpose(y) a fraction, the Company may use as numerator of which is the value number of any Benefit days in the cost to the Company fiscal year of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred ’s termination without Cause prior to the date of termination, subjectand the denominator of which is the total number of days in such fiscal year. All payments under this Section 8(d) shall be made on such date determined by the Company, howeverwhich payment date shall be within sixty (60) days of Executive’s termination of employment, subject to Executive’s compliance with the provisions terms of Section 4.18(i) hereof.

Termination Without Cause. At If the Company terminates Executive’s employment without Cause (as defined below in Section 4.4), it will pay Executive, subject to Executive’s compliance with his continuing obligations under this Agreement and the further conditions described below in this Section 4.2, a severance payment in an aggregate amount equal to six months of the Base Salary that Executive is being paid at the time of termination. In the event Executive permanently relocates and maintains his living residence to and in California and is then available to work full time in the Company’s headquarters prior to any such termination, the amount of the above described severance payment shall be increased to include an additional severance amount equal to (i) $100,000 for any termination under this Section 4.2 which occurs on or prior to the first anniversary of this Agreement; or (ii) for any termination under this Section 4.2 which occurs at any time after the first anniversary of this Agreement, fifty percent (50%) of the amount of bonus earned by Executive in the prior fiscal year (without regard to Executive’s continued employment), up to a maximum of $100,000. The above severance payments are conditioned upon (x) Executive having first signed, and not subsequently revoking, a general release of both known and unknown claims in form acceptable to the Company shall have (the right upon ninety “Release”) and (90y) such Release becoming irrevocable by its terms within fifty-five (55) calendar days written notice to following the Executive to terminate the Term date of Employmenttermination. Upon any termination Any severance payments made pursuant to this Section 5.4 (that is not 4.2 will be paid in substantially equal installments over a period of six calendar months commencing on the Company’s first payroll date for the calendar month immediately following the calendar month in which Executive incurs a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company; provided, in the manner and at such time as the Base Salary however, that any installment payments that otherwise would have been be payable to the Executive, (iii) continue Executive pursuant to provide the Executive with the benefits he was receiving under Sections this Section 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date upon which Executive’s Release becomes irrevocable by its terms shall instead be paid to Executive in a lump-sum payment to be made with the first installment payment paid to Executive after the date upon which Executive’s Release becomes irrevocable. After the Company has satisfied its severance payment obligations under this Section, all obligations of termination, subject, however, to the provisions of Section 4.1Company under this Agreement shall immediately cease.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days to terminate the Executive's employment hereunder by written notice to the Executive to terminate the Term of EmploymentExecutive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.3 or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue pay to pay the Executive’s Base Salary Executive the accrued but unpaid Incentive Compensation, if any, for a period (any Bonus Period ending on or before the “ Continuation Period”) date of 12 months following the termination of the Executive’s 's employment with the Company, (iii) pay to the Executive a lump sum amount equal to thirty-six (36) months of the Executive's Base Salary at the time of termination of employment with the Company, (iv) pay to the Executive (within 45 days after the end of the fiscal quarter in which such termination occurs) a prorata portion (based upon the period ending on the date of termination of the Executive's employment hereunder) of the Incentive Compensation, if any, for the Bonus Period in which such termination occurs, as calculated pursuant to Section 3.2 hereof and the Executive Plan; provided that the goals under Section 3.2 hereof and the Executive Plan for each period used in the manner and at such time as the Base Salary otherwise would have been payable to calculation of the Executive's Incentive Compensation, shall be based on (1) the portion of the Bonus Period through the end of the fiscal quarter in which such termination occurs and (2) unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, as approved and reviewed by the Board, (iiiv) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “"Benefits”") through the end of the Continuation Period in the manner and at such times as the compensation or Benefits otherwise would have been payable or provided to the Executive, and (ivvi) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datetermination of her employment hereunder, a lump sum benefit equal to the value of the portion of his her benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his her employment hereunder prior to the Expiration Date. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of the Continuation Periodyear for which such contributions would have been made or would have accrued. The Company’s 's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately fully vested in his or her Stock OptionsOptions as of the date of such termination of employment. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs.

Termination Without Cause. At any time the Company Employer shall have the right upon ninety (90) days to terminate the Term and the Executive's employment hereunder without Cause by written notice to the Executive to terminate the Term of EmploymentExecutive. Upon any termination pursuant to this Section 5.4 10 (that is not a termination under any of Sections 5.17, 5.28, 5.39, 5.511 or 12), 5.6 Employer shall (A) pay the Executive a lump sum equal to two full years of the Executive's Annual Base Salary as of the date of termination; (B) pay Executive a lump sum equal to two times the full amount of the AIP Bonus available to Executive, for the full year in which the termination occurred or the previous year, whichever year is higher, at the full target bonus opportunity percentage provided under Section 4(b) of this Agreement, to be calculated as if 100% of all corporate and personal performance objectives in the AIP were achieved; and (C) provide and pay the full amount of employer and employee share of the premiums for continued coverage of the Executive and Executive's spouse and dependents under the Employer's Welfare Benefits, pursuant to COBRA as applicable, and the Executive shall be entitled to the other benefits set forth in Section 5(b), (c) and (d) for a period of two years after the date of termination or until and to the extent the Executive is covered by comparable Welfare Benefits, whichever occurs first, and in the event that the Company does such continued coverage is not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans allowed by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed law or the value of any Employer's Welfare Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Furtherplans, the Executive shall become immediately vested in his Stock Optionsbe entitled to the cash equivalent of the premiums for such benefits and the federal income tax consequences of such payments. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, (subject, however, to the provisions of Section 4.15(a) and (d)). The Executive shall be entitled to receive all severance payments and benefits hereunder regardless of any future employment undertaken by the Executive as long as the Executive is in full compliance with the terms of this Agreement.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice Subject to the Executive to provisions of Section 9, this Agreement shall terminate automatically upon the Term occurrence of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1Termination Without Cause, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall whereupon (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, Company shall: (ii1) continue to pay the Executive’s Base Salary for a period (Salary, as then in effect, to the “ Continuation Period”) of 12 months following Executive until the termination of the Executive’s employment with the CompanyExpiration Date, in the same manner and at the same times as such time as the Base Salary otherwise would have otherwise been payable to the ExecutiveExecutive had this Agreement not been terminated; (2) within 90 days of the occurrence of such Termination Without Cause, pay to the Executive an amount in cash equal to two times the amount of Bonus paid to the Executive in respect of the fiscal year of the Company immediately preceding the year in which such Termination Without Cause occurs; and (iii3) continue to provide health, life and, to the extent permissible under the applicable plans, disability insurance benefits to the Executive with until the Expiration Date, which benefits shall not at any time be less favorable than those which the Executive would have received had he continued to be employed by the Company at such time pursuant to this Agreement; provided, however, that if the Executive should subsequently obtain employment from any source which provides such insurance benefits to Executive at no out-of-pocket cost to him, then the benefits he to be provided to the Executive under this clause (3) shall be appropriately reduced for so long as such subsequent employment continues and the Executive continues to receive such benefits from such subsequent employer; and (ii) all stock options, shares of restricted stock and other awards granted under or otherwise subject to the Company Stock Plan then held by the Executive will fully, immediately and automatically vest and be exercisable as and to the extent permitted by the Company Stock Plan. In addition, if (i) an Extraordinary Event occurs within one year after the occurrence of such Termination Without Cause and (ii) a definitive agreement relating to the specific merger, consolidation, asset sale or other similar transaction (or relating another substantially similar transaction) which gave rise to such Extraordinary Event had been executed and delivered by all parties thereto and was receiving under Sections 4.2 and 4.4 hereof (in effect at the “Benefits”) through time such Termination Without Cause, then the end of the Continuation Period in the manner as Benefits otherwise would have been provided Company shall pay to the Executive, and within ten business days after the occurrence of such Extraordinary Event, all amounts (ivwithout duplication) pay to which the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost entitled pursuant to the Company of providing that Benefit to the Executive. Further, Section 4(b) assuming the Executive shall become had made the election to convert this Agreement to a consulting agreement pursuant to Section 4(c) immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to after the date occurrence of termination, subject, however, to the provisions of Section 4.1such Extraordinary Event.

Termination Without Cause. At The Company may terminate Executive’s employment with the Company at any time during the Term, for any reason and without Cause, by giving her written notice thirty (30) days prior to the date of termination. Until the effective date of any such termination, the Company shall continue to pay to Executive the full compensation specified in this Agreement, including the benefits provided at paragraph 3(d). Following the date of termination, Executive shall make herself reasonably available to members of the Board and other senior managers and officers of the Company to assist in the transition of responsibilities and information to others and to facilitate the orderly conduct of business operations. Upon termination, the Company shall have the right upon ninety (90) days written notice no other financial obligations to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1compensation or benefit plan, 5.2, 5.3, 5.5, 5.6 program or policy and Executive’s participation in the event that Company’s compensation and benefit plans, programs and policies shall cease as of the Company does not renew the date of Executive’s Term of Employment termination except as set forth herein or as expressly provided under the terms of section 2.2any such plans, programs or policies, or as required by applicable law. However, in addition to the above, if Executive is terminated (i) pursuant to this subparagraph 8(d) or (ii) the Term is not extended in accordance with Section 4 and for any reason other than Cause, the Company shall (i) pay Executive a severance amount equal to the Executive any unpaid six (6)) months Base Salary through over the effective date of termination specified in such noticefollowing six (6) months at the Company’s normal pay periods, and (ii) continue provide Executive coverage under the Company’s health insurance program, under the same terms as are available to pay other senior executive officers of the Executive’s Base Salary Company, for a period of six (6) months, after which Executive would be eligible for COBRA continuation coverage, or until she has obtained substantially equivalent new coverage, as determined by the “ Continuation Period”) of 12 months following the termination Board or a committee thereof in its discretion, through successor employment, whichever occurs sooner. If, in respect of the fiscal year in which Executive’s employment with terminates pursuant to this subparagraph 8(d), the Company, Board or a committee thereof determines in the manner and at such time as the Base Salary its discretion that she would otherwise would have been payable entitled to the Executive, (iiireceive Incentive Compensation under subparagraph 3(c) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end operations of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan Company during such fiscal year, Executive shall be binding entitled to receive a pro rata portion of her Incentive Compensation for such year. Such pro rata portion shall equal the product of (x) the full amount of such Incentive Compensation, and conclusive on the Executive. For this purpose(y) a fraction, the Company may use as numerator of which is the value number of any Benefit days in the cost to the Company fiscal year of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred ’s termination without Cause prior to the date of termination, subject, however, to and the provisions denominator of Section 4.1which is the total number of days in such fiscal year.

Termination Without Cause. At any time In the Company shall have the right upon ninety (90) days written notice to the Executive to terminate event the Term of Employment. Upon any termination Employment is terminated other than pursuant to this Section 5.4 (that is not a termination under any of Sections 5.18(a), 5.28(b), 5.38(c) or 8(e), 5.5, 5.6 or in the event that then the Company does not renew the Executive’s Term of Employment under the terms of section 2.2shall, the Company shall (i) as liquidated damages, pay to the Executive any unpaid in a lump-sum promptly after the Date of Termination the following: (i) a lump-sum amount equal to the Base Salary through in effect on the effective date last day of termination specified in such noticeemployment (subject to the Company's receipt of a Release), (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise due for what would have been payable to the Executiveremaining Term of Employment as of the Date of Termination (assuming no renewal) (the "TERMINATED TERM OF EMPLOYMENT"), (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason unused vacation accrued as of the termination Date of his employment hereunder prior Termination, (iv) an amount that the MCC determines, in its sole discretion, is appropriate to compensate the Executive for the bonus opportunity he had for the current year through the Date of Termination for which no bonus has previously been paid and (v) the other payments described in Section 10(d). In addition, in the event of such a termination, subject to the end last sentence of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. FurtherSection 10(a), the Executive shall become immediately vested be entitled to continue receiving the benefits provided in his Stock OptionsSection 7(a) for up to twelve (12) months following the Date of Termination. The Company Upon payment of the foregoing, the Executive shall have no further liability hereunder right to receive any other than compensation or other benefits after such termination. The Executive shall not be required to mitigate the amount of any payments provided for reimbursement in this Section 10(a) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for reasonable business expenses incurred prior to in this Section 10(a) be reduced by any compensation earned by the date Executive as the result of termination, subjectemployment by another employer or by any retirement benefits. The Executive shall cease receiving any of the Section 7(a) benefits provided for hereunder, however, on the first date on which the Executive is eligible to receive the provisions same type of benefit from a new employer or entity for whom he is acting as an independent contractor. The Executive shall cease receiving one type of Section 4.17(a) benefit, but not another if he does not receive such other benefit in his new position.

Termination Without Cause. At any time Subject to the provisions of Section 4(c), if, prior to the expiration of the Employment Term, the Company shall have terminates the right upon ninety (90) days written notice Employee’s employment without Cause, the Company shall, subject to the Executive Employee’s execution of a general release of claims against the Company in a form substantially similar to terminate the Term form attached hereto as Exhibit A, provide the Employee with Severance Benefits. “Severance Benefits” means an amount equal to one and one half (1.5) times the sum of Employment. Upon any (i) Base Salary (at the rate in effect on the date the Employee’s employment is terminated) plus (ii) Bonus (defined as the greater of (1) the average bonus amount paid to the Employee over the three fiscal years immediately preceding the year of termination and (2) 50% of Base Salary at the rate in effect on the date the Employee’s employment is terminated), paid over the eighteen (18)-month period immediately following Employee’s termination of employment without Cause (such period being referred to hereunder as the “Severance Period”), at such intervals as the same would have been paid had the Employee remained in the active service of the Company; provided, however, that if the Employee is entitled to a greater number of severance payments pursuant to this Section 5.4 the Company’s severance plan, if any, he will be entitled to receive the severance payments payable under such severance plan. The Company shall also provide the Employee and his eligible dependents with group medical and life insurance after termination of the Employee’s employment without Cause (that is not a to the extent such eligible dependents were participating in the Company’s group medical and life insurance programs prior to the Employee’s termination under any of Sections 5.1employment) or, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does such participation is not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datepermitted, a lump sum benefit cash payment equal to the value of the portion benefit excluded, payable in equal monthly installments beginning 60 days following the Employee’s Separation from Service (as defined in Section 4(f) hereof) (the “Continued Health Benefits”) until the earlier of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to (x) the end of the Continuation PeriodSeverance Period or (y) the Employee obtaining other employment and becoming eligible to participate in the medical and life insurance plans of his new employer. The Company’s good faith determination Any general release of claims against the amount that would have been contributed or the value of any Benefits that would have accrued under any plan Company required pursuant to this Section 4(b) shall be binding executed and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to irrevocable within sixty (60) days following the date of termination, subject, however, to the provisions Employee’s termination of Section 4.1employment.

Termination Without Cause. At Subject to Section 5.8, at any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s 's Base Salary for a period (the “ "Continuation Period”") through the date on which the Term of 12 months following the termination of the Executive’s employment with the Company, Employment would have ended pursuant to Section 2 hereof in the manner and at such time as the Base Salary otherwise would have been payable absence of an earlier termination pursuant to the Executivethis Section 5 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections 4.2 and 4.4 hereof (the “"Benefits”") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, and (iv) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive's benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s 's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his Stock Optionsemployment hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder to the Executive other than for (i) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, subject however, to the provisions of Section 4.1, (ii) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs, and (iii) those continuing obligations of the Company set forth in Article 19 and Article 20. For all purposes hereunder, the failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this Section 5.4.

Termination Without Cause. At any time the (a) The Company shall at all times have the right right, upon ninety (90) days written notice to the Executive Executive, to terminate Executive’s employment under the Term of EmploymentAgreement at any time without Cause. Upon any termination pursuant to this Section 5.4 (of the Executive’s employment by the Company that is not a termination under any of Sections 5.1Subsections 7.1, 5.2, 5.3, 5.5, 5.6 7.2 or in the event that the Company does not renew the Executive’s Term 7.3 of Employment under the terms of section 2.2this Agreement, the Company shall (i) be obligated to pay to the Executive Executive: (a) any unpaid Base Salary earned through the effective date of termination specified in such notice, and (iib) continue such compensation (“Termination Pay”) as Executive would have earned had Executive remained employed by the Company for the balance of the Initial Term (if the effective date of termination occurs during the Initial Term), or any such renewal term (if the effective date of termination occurs during the renewal term) (hereinafter the “Term Balance”). For purposes of this Section, the Initial Term and/or the Term shall include the period commencing as of the date of execution of this Agreement. The Termination Pay shall be comprised of the Base Salary, the Performance Bonus, and any Change of Control payments, as further described below. Any Change of Control payment due to pay Executive under this Section 7.4 shall be calculated based upon, and subject to the Executive’s conditions contained within, Section 7.6 of this Agreement. The Base Salary component of the Termination Pay shall be paid in a lump sum payment within five (5) days after the effective date of termination, and shall be based on the Base Salary of Executive as of the date of termination, without taking into account any future increases, as provided for under this Agreement. The Performance Bonus due shall be paid, contingent on the achievement of the applicable performance goals, with respect to such years remaining in the Initial Term (or for such year with respect to the renewal term), as if the Executive was still employed by the Company, and shall be paid within 2 1/2 months after the end of a period (given year, as described in Section 3.2 above, irrespective of whether such payment date is after the “ Continuation Period”) Term. If a Change of 12 months following Control had not occurred prior to the effective date of the termination of the Executive’s employment with the Company, the lump sum Change in Control payment comprising the Termination Pay shall be paid to Executive only to the extent the Company had during the Term Balance consummated such a Change of Control within twelve (12) months before, on, or after the Executive’s effective date of termination, irrespective of whether Executive is receiving other components of the Termination Pay subsequent to such twelve month period; and provided further, that in the manner and at such time as event the Base Salary otherwise would have been payable Change of Control is consummated subsequent to the Executive’s termination, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period substantially involved in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single Change of Control transaction. Such lump sum payment, within 30 days Change of Control payment comprising the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan Termination Pay shall be binding paid to Executive within five days after the Change of Control had occurred pursuant to any such definitive agreement. By way of illustration and conclusive on not limitation, if the Executive. For this purposeChange of Control is consummated, as described above, after the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. FurtherTerm Balance, the Executive shall become immediately vested in his Stock Optionsnot be entitled to any lump sum Change of Control payment under this Section; however if such Change of Control is consummated during the Term Balance and within 12 months after the termination of Executive under this Section, then the lump sum payment shall be paid to Executive within five days after the Change of Control had occurred. The If the Executive is terminated and the Change of Control is consummated within twelve months after the expiration of the Term Balance, then the Executive shall not be entitled to a Change of Control payment. If the Executive is terminated and the Change of Control is consummated more than 12 months afterwards, but during the Term Balance, the Executive shall not be entitled to a Change of Control payment. In addition, the Company shall have no further liability hereunder other than for reimbursement except as specifically provided herein, and which exception shall include, but not be limited to, the Common Stock Equivalent Tax Liability Payment, and for reasonable reimbursement of business expenses incurred prior to the date of termination, subject, however, to the provisions Company’s policy on reimbursements of Section 4.1business expenses.

Termination Without Cause. At Section 7(b) of the Plan is hereby deleted and replaced in its entirety with the following: “The employment of the Executive may be terminated without Cause at any time by the vote of a majority of the Board on delivery to the Executive of a written Notice of Termination (as defined in Section 9(a)). On a termination of Executive’s employment without Cause, the Company shall pay to the Executive in lieu of payments under Sections 4(a), 4(b) and 4(d) for the remainder of the Term, Seven Million Five Hundred Thousand Dollars ($7,500,000) in a lump sum payment on or within 60 days following the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in the subsequent calendar year, such payment shall be made in the latter calendar year. Notwithstanding anything in this Plan or this Section to the contrary, all actions under this Plan shall be completed in a manner that complies with or is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, for three years following the Executive’s termination of employment, the Company shall make available to the Executive and the Executive’s eligible dependents coverage under the Company’s group medical insurance (including group health, dental, and visions benefits) (which shall be concurrent with any health care continuation benefits to which the Executive or his eligible dependents are entitled under Consolidated Omnibus Budget Reconciliation Act (“COBRA”); provided, however, that the Executive shall be obligated to pay the Company for the portion of the premiums for such coverage on an after-tax basis equal to the amount paid by active employees for such coverage (the “Health Insurance Benefit”). Notwithstanding the previous sentence, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant to the Internal Revenue Code and the Department of Treasury regulations promulgated thereunder (including, without limitation, Section 2716 of the Public Health Service Act), the Health Insurance Benefit shall terminate and the Executive shall not be eligible to receive any further benefits related to the Health Insurance Benefit other than as otherwise required by applicable law. In addition, on termination of the Executive under this Section 7(b), all of the Executive’s outstanding but unvested time-based equity awards shall immediately vest and become exercisable and all restrictions thereon shall lapse, as applicable. With respect to the Executive’s outstanding but unvested equity awards that vest or become earned based on the achievement of pre-established performance goals or criteria over a specified time period, the designated performance goals for such awards shall be deemed to have been satisfied (and, for any award with different levels of potential payment, such performance shall be deemed to be at the target level) and any remaining vesting conditions shall be deemed to be satisfied on the Executive’s Date of Termination and such equity awards shall be settled as soon as administratively practicable thereafter. The term of any stock options shall be extended to the earlier of (i) the fifth anniversary of the Executive’s termination or (ii) the expiration of the original term of such stock options. The Executive acknowledges that extending the term of any incentive stock option pursuant to this Section could cause such stock option to lose its tax-qualified status under the Code, and agrees that the Company shall have the right upon ninety (90) days written notice no obligation to compensate the Executive to terminate for any additional taxes he incurs as a result. In the Term of Employment. Upon any termination event that the Executive’s employment is terminated pursuant to this Section 5.4 (that is not a termination under any 7(b), on or prior to the 90th day following the Date of Sections 5.1Termination, 5.2the Board shall elect whether to apply the Optional Restricted Period. If the Board elects to apply the Optional Restricted Period, 5.3, 5.5, 5.6 or then in addition to the payments and benefits described in the event that the Company does not renew the Executive’s Term preceding paragraph of Employment under the terms of section 2.2this Section 7(b), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date amounts as set forth in the last paragraph of termination specified in such notice, (iiSection 7(a) continue hereof relating to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination election of the Executive’s employment with Optional Restricted Period at the Company, in the manner times and at such time as the Base Salary otherwise would have been payable subject to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefitsconditions set forth therein.”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1.

Termination Without Cause. At any time time, the Company shall have may terminate the right upon ninety employment of Executive without liability other than as set forth below, for any reason not specified in Section 6.3 above, by giving thirty (9030) days advance written notice to Executive. If the Executive Company elects to terminate the Term of Employment. Upon any termination Executive pursuant to this Section 5.4 6.4, (that is not a a) the Company shall pay to Executive all Accrued Compensation (b) the Company shall continue to pay to Executive as provided herein Executive's Base Salary over the period equal to nine (9) months from the date of such termination under any of Sections 5.1as severance compensation, 5.2, 5.3, 5.5, 5.6 or (c) if Executive's employment terminates in the event that second half of the Company does not renew the Executive’s Term of Employment under the terms of section 2.2Company's fiscal year, the Company shall (i) pay make a lump sum payment to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue an amount equal to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination pro rata portion of the Executive’s 's annual actual cash incentive bonus for Company's fiscal year preceding the year of termination based on the number of completed months of Executive's employment with the Company, in the manner and at fiscal year divided by nine (9); (d) the vesting of all outstanding stock options held by Executive shall be accelerated so that the amount of shares vested under such time as the Base Salary otherwise option shall equal that number of shares which would have been payable to the Executive, (iii) continue to provide vested if the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided had continued to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost render services to the Company for nine (9) continuous months after the date of providing that Benefit her termination of employment; and (e) the Company shall pay all costs which the Company would otherwise have incurred to maintain all of Executive's health and welfare, and retirement benefits (either on the same or substantially equivalent terms and conditions) if the Executive had continued to render services to the Executive. Further, Company for nine (9) continuous months after the Executive shall become immediately vested in his Stock Optionsdate of her termination of employment. The Company shall have no further liability hereunder obligations to Executive other than for reimbursement for reasonable those set forth in the preceding sentence. During the period when such Base Salary severance compensation is being paid to Executive, Executive shall not (i) engage, directly or indirectly, in providing services to any other business expenses incurred prior program or project that is competitive to a program or project being conducted by the date Company or any Affiliated Company at the time of terminationsuch employment termination (provided that Executive may own less than two percent (2%) of the outstanding securities of any publicly traded corporation), subjector (ii) hire, howeversolicit, or attempt to solicit on behalf of himself or any other party or any employee or exclusive consultant of the provisions Company. If the Company terminates this Agreement or the employment of Executive with the Company other than pursuant to Section 4.16.1, 6.2 or 6.3, then this section 6.4 shall apply.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes (the “ “Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive), (iii) continue to provide the Executive with the benefits he she was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive, and (iv) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive’s employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive’s benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall not be treated as if the Company terminated this Agreement pursuant to this Section 5.4.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.2 or 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s 's Base Salary for a period (the “ "Continuation Period”") of 12 months which is 180 days following the termination of the Executive’s 's employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iiiii) continue to calculate the Incentive Compensation and continue to provide the Executive with the benefits he was receiving under Sections 4.2 4.2, 4.4 and 4.4 4.6 hereof (the “"Benefits”") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, (iii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the end of the Continuation Period calculated in accordance with Section 3.3(g) hereof, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit payment equal to the value greater of (x) the sum of the Executive's Base Salary plus the Incentive Compensation for the preceding fiscal year or (y) the sum of one-half of the Executive's Base Salary for any remaining portion of his benefits under any savingsthe Initial Term plus the Incentive Compensation for the preceding fiscal year, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason amounts to be paid to the Executive within fifteen (15) days of the termination of his employment hereunder prior to the end of the Continuation Period. Upon any termination pursuant to this Section 5.4, the Executive shall remit to the Company that pro rata portion of his Base Salary for any remaining period of the fiscal quarter for which the Executive received his Base Salary in advance pursuant to Section 3.2. In the event that the Company is unable to provide the Executive with any Benefits under any plans maintained by the Company by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of the year for which such contributions would have been made or would have accrued. The Company’s 's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, all of the Stock Options granted to the Executive pursuant to Section 4.5 which are vested at the time of the termination of the Executive's employment pursuant to this Section 5.4 may be exercised until the earlier of (x) the three-month period immediately following the date of such termination of employment and (y) the expiration of the term specified in the Stock Option. Any unvested portion of the restricted stock granted to the Executive pursuant to Sections 3.1, 3.3(c), 3.3(d) and 3.3(e) shall become immediately vested in his Stock Optionsvest. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1., and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). 5.5

Termination Without Cause. At any time time, the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.2, or upon any termination pursuant to Section 5.3, Section 5.4 or Section 5.6 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.1 or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such noticeAccrued Obligations, (ii) continue to pay the Executive’s Base Salary for a period three (3) years, unless such termination occurs during the Initial Term with more than three (3) years remaining therein, in which event continue to pay Executive’s Base Salary for the remainder of the Initial Term (the “ “Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive), (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections Section 4.2 and 4.4 hereof (collectively, the “Benefits” and, each, a “Benefit”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive, Executive and (iv) pay to the Executive as a single lump sum payment, within 30 thirty days of Executive’s termination, pay Executive for any unused vacation days accumulated as of the Expiration Datedate of termination. For purposes of continuation of Benefits provided by clause (iii) of the preceding sentence, if a lump sum benefit Benefit may be continued only by Executive electing continuation thereof under COBRA (including for purposes of this Section any analogous state law), then to receive the benefits of this Section 5.2 with respect to such Benefit, Executive must to elect continuation of such Benefit under COBRA. If Executive makes such election, the Company will pay or reimburse Executive for the portion of the COBRA premium that is equal to the value insurance premium the Company would pay if Executive was then an active employee of the portion of his benefits under Company. In the event that the Company is unable to provide the Executive with any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans Benefit required hereunder by reason of the termination of his the Executive’s employment hereunder prior pursuant to this Section 5.2 (which shall include any Benefit that may be continued under COBRA for the time period after COBRA coverage would expire), then the Company shall make a cash payment, within thirty days of Executive’s termination, equal to the end value of such Benefit that otherwise would have accrued for the Continuation PeriodExecutive’s benefit under the applicable benefit plan, for the period during which such Benefit could not be provided under the plan. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, if Executive is terminated without cause under this Section 5.2, then the Executive Executive’s Equity Awards, if any, shall become immediately vested in his Stock Optionsvest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Company shall have no further liability hereunder. For all purposes under this Agreement, the failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder other than for reimbursement for reasonable business expenses incurred prior shall be treated as if the Company terminated this Agreement pursuant to the date of termination, subject, however, to the provisions of this Section 4.15.2.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes (the “ “Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive), (iii) pay any bonus under Section 3.2 hereof, (iv) continue to provide the Executive with the benefits he she was receiving under Sections 4.2 4.2, 4.4 and 4.4 4.5 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive. Upon such termination, all unvested Stock Options granted to Executive shall become immediately vested and (iv) pay shall be exercisable for a period of not less than 90 days from such termination. In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive’s employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive’s benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this Section 5.4.

Termination Without Cause. At The Bank [or __________] may remove ------------------------- Executive, at any time without cause from the Company position in which he is employed hereunder; provided, however, that, in the event that notice of such termination is given, Executive shall have be under no obligation to render any additional services to the right Bank [or __________] and shall be allowed to seek other employment. In addition, Executive shall be entitled to resign upon ninety providing two (902) days weeks written notice to the Executive to terminate the Term of EmploymentBank (or named subsidiary). Upon any termination such removal or resignation and expressly contingent upon Executive executing an Agreement and General Release in favor of the Bank, Company [or __________] as well as York Financial, Inc., York Federal Savings and Loan Association and their subsidiaries ("Release Agreement" in a form similar to the Agreement and General Release attached hereto as Appendix A. Executive shall be entitled to receive, commencing within thirty (30) days of tendering a binding Release Agreement, payments equal to the Base Salary payable for the remaining term of the Agreement. Said payments to be payable in a lump sum, monthly, annually or otherwise as agreed by the parties. In addition, Executive shall be entitled to a continuation of health benefits on the same terms as the Bank's [or _________] other employees, for a period of fifty-two (52) weeks, reduced (but not below-0- ) by the number of weeks that such person was employed by the Bank [or _____]. Executive acknowledges and agrees that the benefits to be provided to Executive pursuant to this Section 5.4 (that is not 4.4 are expressly contingent upon Executive executing a termination binding Release Agreement. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or other vested benefits in the event that the Company does not renew the Executive’s Term of Employment under accordance with the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination applicable plans and programs of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing Bank [or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1__________].

Termination Without Cause. At any time If the Employment Period is terminated by ------------------------- the Company without Cause, Executive shall be entitled to continue to receive his Base Salary for the period beginning on the date of such termination and ending on the 10th anniversary of the Effective Date. The payments of Executive's Base Salary by the Company under this Section 4(a) will be made periodically in the same amounts and at the same intervals as if the Employment Period had not ended and Executive's Base Salary otherwise continued to be paid. In addition, (1) all unvested stock options and unvested "Equity Incentive Plan" shares previously granted to Executive shall automatically vest in full and (ii) the Company shall have provide Executive with substantially the right upon ninety same level of medical benefits in effect for Executive as of the date of Executive's termination, with Executive remaining obligated to continue to pay employee contributions towards such coverage at the same level as in effect as of the date of Executive's termination until the earlier of (90A) days written notice the expiration of the Employment Period and (B) the date Executive becomes employed by another party. Executive shall not be required to mitigate the amount of any payment or benefit provided for under this Section 4 (a) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4(a) be reduced by any compensation earned by Executive as a result of other employment. Payment to terminate the Term of Employment. Upon any termination Executive pursuant to this Section 5.4 (4(a) shall constitute the entire obligation of the Company for severance pay and full settlement of any claim for severance pay under law or in equity that is not a termination under Executive might otherwise assert against the Company or any of Sections 5.1its employees, 5.2, 5.3, 5.5, 5.6 officers or in directors on account of the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the Company's termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable Employment Period without Cause. Executive shall remain entitled to the Executive, (iii) continue any benefits which are then due to provide the Executive with the benefits he was receiving him under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1Plans.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Employee not less than 30 days prior to the Termination Date. Upon any termination pursuant to this Section 5.4 5.04 (that is not a termination under any of Sections 5.15.01, 5.25.02, 5.35.03, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.05), the Company shall shall: (ia) immediately pay to the Executive Employee any unpaid Base Salary through the effective date of termination Termination Date specified in such notice, ; (iib) continue to pay the Executive’s Employee's Base Salary for a period (the “ "Continuation Period”") through the date on which the Term of 12 months following Employment would have ended pursuant to Article 2 hereof in the absence of an earlier termination of the Executive’s employment with the Companypursuant to this Article 5, in the manner and at such time times as the Base Salary otherwise would have been payable to the ExecutiveEmployee; (c) except as set forth in the following clause (e), (iii) continue to provide the Executive Employee with benefits that are comparable, in the aggregate, to the benefits he was receiving under Sections 4.2 and 4.4 Section 4.02 hereof (the “"Benefits”) "), through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been provided to the Executive, and Employee; (ivd) pay to the Executive Employee his Termination Year Bonus, if any, at the time provided in Section 3.02; and (e) pay to the Employee as a single lump sum payment, within 30 days of the Expiration Termination Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination In the event that the Company is unable to provide the Employee with any Benefits required hereunder by reason of the amount that would have been contributed or termination of the Employee's employment pursuant to this Section 5.04, then the Company shall pay the Employee cash equal to the value of any Benefits the Benefit that otherwise would have accrued for the Employee's benefit under any plan shall the plan, for the period during which such Benefits could not be binding and conclusive on provided under the Executiveplans, said cash payments to be made monthly throughout the Continuation Period. For this purpose, the Company may use as the value of any Benefit shall be the cost amount that the Employee is required to pay to obtain that Benefit (fully grossed up for taxes at the highest marginal rate applicable to the Company of providing that Benefit Employee to the Executiveextent that the Benefit would have been received tax-free to the Employee). Further, the Executive Employee shall become immediately vested continue to vest in the Employee's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his Stock Optionsemployment hereunder terminated on the last day of the Continuation Period. The Upon any termination effected and compensated pursuant to this Section 5.04, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of terminationTermination Date, subject, however, to the provisions of Section 4.14.01).

Termination Without Cause. At any time the The Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice not less than thirty (30) days prior to the termination date, to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.3 or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any on the termination date unpaid Base Salary Salary, if any, through the effective date of termination specified in such notice, (ii) continue pay to pay the Executive’s Base Salary Executive the accrued but unpaid Incentive Compensation, if any, for a period (any Bonus Period ending on or before the “ Continuation Period”) date of 12 months following the termination of the Executive’s 's employment with the Company, at the time provided in the manner and at such time as the Base Salary otherwise would have been payable to the ExecutiveSection 3.2a, (iii) pay to the Executive on the termination date a lump sum payment equal to one and one-halt (1 ½) times the sum of (x) his Base Salary as of the date of his termination and (y) the accrued but unpaid Bonus for the year in which such termination occurs, (iv) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “"Benefits”") through for a period of three (3) years immediately following the end date of the Continuation Period his termination in the manner as Benefits otherwise and at such times the benefits would have been provided to the Executive, and ; (ivv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Datedate of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans but that would not have been forfeited if the Executive-s employment had contained for an additional three (3) years.. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive's employment pursuant to this Section 5.4, then the Company shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. For Upon any termination effected and compensated pursuant to this purposeSection 5.4, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).

Termination Without Cause. At any time the The Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployee's employment Without Cause at any time. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2termination, the Company shall pay to Employee (i) pay to any compensation (including accrued vacation time and a pro-rated bonus under the Executive any unpaid Base Salary Company's Bonus Plan through the effective date of termination specified in such notice, Without Cause) due that would otherwise have been payable through the date of termination Without Cause promptly after the date of termination Without Cause (but the pro-rated bonus will be paid when otherwise payable had he continued as an employee of the Company) and (ii) continue one year's base salary plus, if Employee has completed more than five years of service, including service as a member of the Board of Directors, an additional amount equal to pay his monthly base salary for each year of completed service in excess of five years which shall be paid in 12 equal monthly payments commencing with the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months month following the termination of the Executive’s employment with the Company, month in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of which his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan is terminated Without Cause and shall be binding paid when otherwise payable had he continued as an Employee and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder obligations to Employee under this Agreement. If Employee is a Specified Employee on the date his employment is terminated Without Cause, the monthly payments under Section 5(c)(ii) shall not commence until the first month next following the six-month anniversary of the date his employment so terminated. For purposes of this Agreement, an Employee shall be considered a "Specified Employee" as provided in Code §409A and the Treasury regulations promulgated thereunder. If Employee dies after his employment is terminated Without Cause and before his receipt of all salary continuation payments due Employee under this Section 5(c), the balance shall be paid to his estate in the same manner and at the same time as specified in this Section 5(c). During the required period of continuation coverage within the meaning of Code §4980B(f)(2)(B)(i)(I), Employee shall be reimbursed by the Company within five days of each payment by Employee of the monthly premium payable to continue coverage of Employee and his dependents under the Company's group health plan or plans following the date his employment is terminated Without Cause in an amount equal to the amount of that monthly premium payable by Employee for such continuation coverage. Termination "Without Cause" means the termination of Employee's employment either (i) by the Company for a reason other than for reimbursement for reasonable business expenses incurred Cause or (ii) by the Company or Employee resulting from a "Change of Control." For purposes of this Agreement, a "Change of Control" means the occurrence of any of the following events: (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than one or more Permitted Holders, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Parent representing (1) 50% or more of the combined voting power of the Parent's then outstanding securities prior to a "Qualified Public Offering" (which, for purposes of this Agreement, means the date first firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of termination1933, subjectas amended, however, covering the offering and sale of the Parent's common stock for the account of the Parent in which the aggregate net proceeds to the provisions Parent equals or exceeds $20 million) or (2) 25% or more of Section 4.1.the combined voting power of the Parent's

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue pay to pay the Executive’s Base Salary Executive the accrued but unpaid Incentive Compensation, if any, for a period (any Bonus Period ending on or before the “ Continuation Period”) date of 12 months following the termination of the Executive’s 's employment with the Company, (iii) pay to the Executive, as a single lump sum payment within thirty (30) days of the date of termination hereunder, an amount equal to the greater of (x) two (2) times the Executive's Base Salary and Target Bonus (as defined in the Incentive Plan) for the year in which the termination occurs, or (y) the severance benefit as set forth and calculated under the employment laws of Mexico as in effect as of the Commencement Date, (iv) pay to the Executive a pro rata portion of the Executive's Incentive Compensation, if any, for the Bonus Period during which the termination occurs, determined in the manner and payable at such the time as and upon the Base Salary otherwise would have been payable to terms and conditions set forth in the ExecutiveIncentive Plan, (iiiv) continue to provide the Executive with the benefits he was receiving under Sections Section 4.2 and 4.4 hereof (the “"Benefits”") through for a period of one and one-half (1 1/2) years after the end date of the Continuation Period termination, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive, or, if earlier, until similar benefits are obtained by the Executive through new employment, and (ivvi) pay to reimburse the Executive for moving and related expenses incurred as a single lump sum payment, within 30 days result of the Expiration DateExecutive's relocation back to his home country as provided in Section 1.3 hereof. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive's benefit under any savingsthe plan, pensionfor the period during which such Benefits could not be provided under the plans, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior said cash payments to be made within 45 days after the end of the Continuation Periodyear for which such contributions would have been made or would have accrued. The Company’s 's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options and shall have one (1) year from the date of termination of his employment hereunder within which to exercise such Stock Options. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days including both the vacation days that have accumulated during the year in which such termination occurs and the unused carryover vacation days from the immediately preceding year).

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary and Override through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with Base Salary and the benefits he he/she was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through for three (3) months from the end effective date of termination hereunder (the “Continuation Period Period”) in the manner and at such times as the Base Salary and Benefits otherwise would have been payable or provided to the Executive, and (iv) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive’s employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive’s benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his vesting of the Executive’s Stock Options, if any, shall be subject to the terms of the Stock Option Plan. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days accumulated in accordance with the Company’s then general policy).

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, or 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes (the “ “Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive), (iii) pay any bonus under Section 3.2 hereof, (iv) continue to provide the Executive with the benefits he was receiving under Sections 4.2 4.2, 4.4 and 4.4 4.5 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive. Upon such termination, all unvested Stock Options granted to Executive shall become immediately vested and (iv) pay shall be exercisable for a period of not less than 90 days from such termination. In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive’s employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive’s benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this Section 5.4.

Termination Without Cause. At The Company may terminate Executive’s employment with the Company at any time during the Term, for any reason and without Cause, by giving him written notice thirty (30) days prior to the date of termination. Until the effective date of any such termination, the Company shall continue to pay to Executive the full compensation specified in this Agreement, including the benefits provided at paragraph 3(d). Following the date of termination, Executive shall make himself reasonably available to members of the Board and other senior managers and officers of the Company to assist in the transition of responsibilities and information to others and to facilitate the orderly conduct of business operations. Upon termination, the Company shall have the right upon ninety (90) days written notice no other financial obligations to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1compensation or benefit plan, 5.2, 5.3, 5.5, 5.6 program or policy and Executive’s participation in the event that Company’s compensation and benefit plans, programs and policies shall cease as of the Company does not renew the date of Executive’s Term of Employment termination except as set forth herein or as expressly provided under the terms of section 2.2any such plans, programs or policies, or as required by applicable law. However, in addition to the above, if Executive is terminated by the Company (i) pursuant to this subparagraph 8(d) or (ii) upon the Company’s nonextension of the Term yin accordance with Section 4 (provided that Executive is then willing and able to continue to provide services under terms and conditions substantially similar to those in this contract) and for any reason other than Cause, death or Disability, the Company shall (iA) pay Executive a lump sum payment equal to the Executive any unpaid amount of his Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise that would have been payable to the Executive, (iii) continue to provide the had Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) remained employed through the end last day of the Continuation Period six (6) months following the month in the manner as Benefits otherwise would have been provided to the Executive, which termination occurred; and (ivB) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit payment in an amount equal to six (6) months of COBRA premiums for the value level of coverage that Executive had in effect as of immediately prior to his termination. If, in respect of the portion of his benefits fiscal year in which Executive’s employment terminates pursuant to this subparagraph 8(d), the Board or a committee thereof determines in its discretion that he would otherwise have been entitled to receive Incentive Compensation under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans subparagraph 3(c) by reason of the termination operations of the Company during such fiscal year, Executive shall be entitled to receive a pro rata portion of his employment hereunder prior to Incentive Compensation for such year. Such pro rata portion shall equal the end product of (x) the Continuation Period. The Company’s good faith determination full amount of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding such Incentive Compensation, and conclusive on the Executive. For this purpose(y) a fraction, the Company may use as numerator of which is the value number of any Benefit days in the cost to the Company fiscal year of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred ’s termination without Cause prior to the date of termination, subject, however, to and the provisions denominator of which is the total number of days in such fiscal year. All payments under this Section 4.18(d) shall be made within sixty (60) days of Executive’s termination of employment.

Termination Without Cause. At any time If Employee’s employment (x) is terminated by the Company for any reason other than (A) for Cause, or (B) by reason of his death or Disability, then Employee shall have be eligible to receive the right upon ninety (90) days written notice to the Executive to terminate the Term continued payment of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the ExecutiveEmployee’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Annual Base Salary through as in effect on the effective date of the termination specified of Employee’s employment, less applicable withholdings for taxes, in such noticeaccordance with the Company’s normal payroll procedures, for six (ii6) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months month following the termination of the ExecutiveEmployee’s employment with (the “Severance Payment”). Notwithstanding anything to the contrary herein, no payments shall be due under this Section 4(b)(i) unless and until Employee shall have executed and not revoked, within thirty (30) days after Employee’s termination date (or such other longer period as required by applicable law), a separation agreement and general release and waiver of claims against the Company (other than (a) the payments and benefits contemplated by Section 4(a), and (b) any rights to indemnification Employee has or may have as an officer or director of the Company or as an insured under any directors and officers liability insurance policy) in a form customarily used by the Company, and the execution and non-revocation of such general release and waiver shall be a condition to Employee’s rights under this Section 4(b) or (ii) if Employee breaches any restrictive covenants (including, without limitation, the confidentiality, non-competition, non-solicitation and non-hire covenants set forth in Sections 6 and 7 of this Agreement) applicable to Employee pursuant to any written agreement that contains restrictive covenants applicable to Employee for the benefit of any Company Entity. If the cash severance hereunder is considered deferred compensation subject to Section 409A of the Code and the period to consider and revoke the general release and waiver of claims spans two calendar years, the payments will begin in the manner and at such time as second calendar year provided the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodrelease becomes effective. The Company’s good faith determination of the amount Any severance payments that would have been contributed or made during the value of any Benefits that would have accrued under any plan shall release consideration and revocation period will be binding accumulated and conclusive paid on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1first installment payment date.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s 's Base Salary for a period of twelve (12) months from notice of termination hereunder (the “ "Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive"), (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections Section 4.2 and 4.4 hereof (the “"Benefits”") through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive, and (iv) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive's benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s 's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his vesting of the Executive's Stock Options, if any, shall be subject to the terms of any option agreement(s) to which the Executive and the Company are parties. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days). For all purposes under this Agreement, the failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this Section 5.2.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ “Continuation Period”) of 12 six (6) months following from the effective date of termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executivehereunder, (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, and (iv) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive’s employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive’s benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his vesting of the Executive’s Stock Options, if any, shall be subject to the terms of the Stock Option Plan. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days accumulated in accordance with the Company’s then general policy).

Termination Without Cause. At The Company has the right, at any time during the Company shall have Term, subject to all of the right upon ninety provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Executive's employment under this Agreement and discharge the Executive without Cause. If the Executive is terminated during the Term without Cause (90) days written notice including any termination which is deemed to be a constructive termination without Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be limited solely to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to loss of the Company's recourse against the Executive any unpaid Base Salary through for amounts owed in connection with the effective date of termination specified in such noticeLoan (pursuant to Section 2.8 hereof), (ii) continue vesting of all stock options granted to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with Executive by the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with payment, at the benefits he was receiving under Sections 4.2 times and 4.4 hereof upon the terms provided for herein, of (a) two times the “Benefits”) through the end average of the Continuation Period in total compensation paid by the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay Company to the Executive as a single lump sum paymentfor the three previous years (or, within 30 days if this Agreement has been in effect for less than three years at the time of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purposetermination, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, total compensation earned by the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior during such period divided by the number of) and (b) any unpaid Incentive Bonuses and Benefits awarded or accrued up to the date of termination. In the event of a termination by the Company without Cause within 180 days after a Change of Control (as hereinafter defined), subjectincluding a constructive termination without Cause pursuant to Section 4.6, however, the amounts due to the provisions Executive pursuant to this Section 4.3 shall be due and payable in one lump-sum payment within 60 days after such termination. In all other cases, any amounts due to the Executive pursuant to this Section 4.3 shall be due and payable in twenty-four (24) equal monthly payments beginning thirty (30) days after the date of Section 4.1termination.

Termination Without Cause. At any time the Company (1) The Corporation shall have the right upon ninety (90) days written notice to the Executive to terminate Executive's employment without Cause as defined in Section 7(c) above. In the Term event of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1by the Corporation without Cause, 5.2other than (A) following a Change in Control, 5.3as defined in Section 7(e) below, 5.5or (B) as described in Subsection (2) below, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company 's rights to compensation and benefits shall be as follows: (i) pay to Executive shall be paid his base salary at the Executive any unpaid Base Salary through the effective rate in effect on date of termination specified in such notice, of employment for a period of one and one-half years from the date of termination. (ii) continue Executive shall be entitled to pay any unpaid amount previously fully acrrued under the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the CompanyAnnual Incentive Plan. In addition, Executive shall be entitled to an incentive payment, in lieu of an incentive payment under the manner and at such time as Annual Incentive Plan for the Base Salary otherwise would have been payable to the Executiveplan year in which his employment terminates, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit an amount equal to the value of payment otherwise determined under the portion of his benefits under any savingsAnnual Incentive Plan, pension, profit sharing or deferred compensation plans that are forfeited under such plans as if the Executive were employed by reason of the termination of his employment hereunder prior Corporation to the end of the Continuation Periodyear of his termination, multiplied by a fraction the numerator of which is the number of weeks Executive was employed during the year, and the denominator of which is 52. The Company’s good faith determination In addition, in lieu of future payments under the Annual Incentive Plan, Executive shall be entitled to a payment that equals the average of the amount incentive payments received by Executive (or fully accrued by him) under the Annual Incentive Plan for the three full plan years immediately preceding his termination of employment. (iii) Executive's rights with respect to stock options, if any, shall be determined under the Option Plan and any applicable stock option agreement. (iv) Executive shall be entitled to a lump sum payment equal to the estimated sum of the premiums that Executive would have been contributed or to pay to continue to cover Executive and his eligible dependents under the value Corporation's group health plans, including medical and dental plans, in effect at the time of any Benefits that would have accrued under any plan shall be binding and conclusive on termination for a period of 18 months following termination of employment. (2) If Executive's employment is terminated by the Executive. For this purposeCorporation without Cause, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Furtherdefined in Subsection (e) above, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the occurrence of a Change in Control of the Corporation (as defined below), and if it can be shown that Executive's termination (i) was at the direction or request of a third party that had taken steps reasonably calculated to effect the Change in Control of the Corporation thereafter, or (ii) otherwise occurred in connection with, or in anticipation of, the Change in Control of the Corporation, then Executive shall have the rights described in Section 7 (e) below, as if a Change in Control of the Corporation had occurred on the date of immediately preceding such termination, subject, however, to the provisions of Section 4.1.. (e) Termination Following a Change in Control. (1)

Termination Without Cause. At any time the The Company shall have the right upon ninety may terminate Employee's employment without cause by giving Employee seven (907) days prior written notice of such termination. In the event Employee's employment is terminated without cause during the first one half (1/2) of Employee's Contract Term, Employee shall be entitled to receive eighteen months of salary, payable within thirty (30) days of the Executive to terminate notice of termination which would include the Term of Employment. Upon any termination average bonus estimated for an 18 month period as mutually agreed and based on the prior bonuses earned pursuant to this Section 5.4 (that is not Agreement. Employee shall also be entitled to a termination under any continuation of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or their Health Insurance benefits as provided for in the event that Agreement. If COBRA or other laws prevent the Company does not renew from providing the Executive’s Term of Employment under the terms of section 2.2Health Insurance benefits as defined in this Agreement after termination without cause, the Company shall (i) pay to Employee an equivalent of the Executive any unpaid Base monthly health insurance costs incurred by the Company in the month immediately prior multiplied times the remaining months left under the Agreement. Other than the items of Salary through and Health Insurance described, no other benefits will be provided. In the effective date of termination specified in such notice, event Employee's employment is terminated without cause during the last one half (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”1/2) of 12 months following Employee's Contract Term, Employee shall be entitled to receive the termination balance of the Executive’s employment with Employee's Annual Base Salary, payable on the Company's standard payroll days, in the manner average bonus estimated to have been paid for the period as mutually agreed and at such time as based on the Base Salary otherwise prior bonuses earned pursuant to this Agreement, and all health and dental insurance benefits that Employee, his spouse and child, would have been payable entitled to receive, during the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end remainder of the Continuation Period in the manner as Benefits otherwise would have been provided to the ExecutiveContract Term, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his which benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on provided at Company's expense. In the Executive. For this purposeevent Employee's employment is terminated without cause hereunder, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive restrictive covenants contained in Sections 5.02 and 5.03 shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1not apply.

Termination Without Cause. At any time Upon a termination of Employee’s employment hereunder without “cause”, and in recognition of such termination and Employee’s agreement to be bound by the Company covenants contained in Sections 8, 9 and 10 hereof, Employee shall have the right upon ninety (90) days written notice be entitled to receive a lump sum severance payment equal to the Executive to terminate the Term sum of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall 2.0 times (i) pay his then current annual Base Salary, (specifically excluding the value of any 401(k) or other retirement plan matching contribution from Employer, even if recognized in payroll or deemed compensation to the Executive any unpaid Base Salary through the effective date of termination specified in such noticeEmployee), (ii) continue the highest cash bonus payment paid to pay Employee over the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Companypast three years, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) the highest full grant date value of any equity award granted over the past three years, if any. In addition, Employer shall continue to provide the Executive Employee with hospital, health, medical and life insurance, and any other like benefits in effect at the time of such termination, on the terms and conditions under which they were offered to Employee prior to such termination for a period of twenty four (24) months. In the event Employer, under its insurance and benefit plans then in effect, is unable to provide Employee with the benefits he was receiving provided for above under Sections 4.2 and 4.4 hereof (the “Benefits”) through terms provided for herein, then in lieu of providing such benefits, Employer will pay the end amount of Employee’s premium to continue such coverage pursuant to the terms of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation PeriodComprehensive Omnibus Budget Reconciliation Act. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company Employee shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior duty to mitigate damages in connection with his termination by Employer without “cause” and shall be entitled to the date benefits set forth in this paragraph in the event of terminationtermination without “cause” notwithstanding his acceptance of another position at a different employer. However, subjectif the Employee obtains new employment and such new employment provides for hospital, howeverhealth, medical and life insurance, and other benefits, in a manner substantially similar to the benefits payable by Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of the continuation of Employee’s hospital, health, and medical insurance, Employee shall be permitted to elect to extend such insurance coverage under the policies maintained by Employer in accordance with the applicable provisions of Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”), and/or applicable state law, to the provisions of Section 4.1extent eligible to do so under the Code and such state law.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s 's Base Salary for a period of twelve (12) months from notice of termination hereunder (the “ "Continuation Period”") of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections Section 4.2 and 4.4 hereof (the “"Benefits”") through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive, and (iv) pay . In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive's benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s 's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his vesting of the Executive's Stock Options, if any, shall be subject to the terms of any option agreement(s) to which the Executive and the Company are parties. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days). For all purposes under this Agreement, the failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this Section 5.2.

Termination Without Cause. At The Company may terminate Executive’s employment with the Company at any time during the Term, for any reason and without Cause, by giving her written notice thirty (30) days prior to the date of termination. Until the effective date of any such termination, the Company shall continue to pay to Executive the full compensation specified in this Agreement, including the benefits provided at paragraph 3(d). Following the date of termination, Executive shall make herself reasonably available to members of the Board, the CEO, and other senior managers and officers of the Company to assist in the transition of responsibilities and information to others and to facilitate the orderly conduct of business operations. Upon termination, the Company shall have the right upon ninety (90) days written notice no other financial obligations to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1compensation or benefit plan, 5.2, 5.3, 5.5, 5.6 program or policy and Executive’s participation in the event that Company’s compensation and benefit plans, programs and policies shall cease as of the Company does not renew the date of Executive’s Term of Employment termination except as set forth herein or as expressly provided under the terms of section 2.2any such plans, programs or policies, or as required by applicable law. However, in addition to the above, if Executive is terminated pursuant to this subparagraph 8(d), the Company shall (i) pay Executive a severance amount equal to the Executive any unpaid six (6) months Base Salary through over the effective date of termination specified in such noticefollowing six (6) months at the Company’s normal pay periods, and (ii) continue provide Executive coverage under the Company’s health insurance program, under the same terms as are available to pay other senior executive officers of the Executive’s Base Salary Company, for a period of six (6) months, after which Executive would be eligible for COBRA continuation coverage, or until she has obtained substantially equivalent new coverage, as determined by the “ Continuation Period”) of 12 months following the termination Board or a committee thereof in its discretion, through successor employment, whichever occurs sooner. If, in respect of the fiscal year in which Executive’s employment with terminates pursuant to this subparagraph 8(d), the Company, Board or a committee thereof determines in the manner and at such time as the Base Salary its discretion that she would otherwise would have been payable entitled to the Executive, (iiireceive Incentive Compensation under subparagraph 3(c) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end operations of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan Company during such fiscal year, Executive shall be binding entitled to receive a pro rata portion of her Incentive Compensation for such year. Such pro rata portion shall equal the product of (x) the full amount of such Incentive Compensation, and conclusive on the Executive. For this purpose(y) a fraction, the Company may use as numerator of which is the value number of any Benefit days in the cost to the Company fiscal year of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred ’s termination without Cause prior to the date of termination, subject, however, to and the provisions denominator of Section 4.1which is the total number of days in such fiscal year.

Termination Without Cause. At any time the The Company shall have the right upon ninety (90) days to terminate the Term of Employment at any time by written notice to the Executive not less than 30 days prior to terminate the Term effective date of Employmentsuch termination. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.3 [or] 5.5 [or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6], the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of the Term of Employment, (iii) continue to pay the Executive’s 's Base Salary for a period (the “ Continuation Period”) of 12 three months following the termination of the Executive’s employment with the Company, in the manner and at such time times as the Base Salary otherwise would have been payable to the Executive, (iiiiv) continue to pay the Executive Incentive Compensation and continue to provide the Executive with benefits that are comparable, in the aggregate, to the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) ), through the end of the Continuation Period in the manner and at such times as the Incentive Compensation and Benefits otherwise would have been payable or provided to the Executive; (v) pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 3.2; and (ivvi) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period, and the Benefits shall not be in less, in the aggregate, than the Benefits provided to the Executive during the calendar year in which the Term of Employment terminates. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Term of Employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made monthly throughout the Continuation Period. The Company’s 's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Executive Further, the Executive shall become immediately vested continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his Stock Optionsemployment hereunder terminated on the last day of the Continuation Period. The Upon any termination effected and compensated pursuant to this Section 5.4, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs)].

Termination Without Cause. At any time If the Company shall have terminates Employee’s employment without “cause” during the right one year period commencing upon ninety Employee’s relocation to Ann Arbor, Michigan (90defined as the date Employee’s household goods are delivered from his current residence to his residence in Xxx Arbor) days written notice to (the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2“Severance Period”), the Company shall pay to Employee: (i) pay an amount equal to the Executive any unpaid Employee’s Base Salary accrued and unpaid through the effective date of termination specified at the rate in such notice, effect at the effective date of termination; plus (ii) continue an amount equal to pay the Executivesum of one year’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, rate; plus (iii) continue any amount or other benefits to provide which he is then entitled under any benefit plans maintained by the Executive with Company. Notwithstanding the benefits he was receiving under Sections 4.2 and 4.4 hereof foregoing, the severance amount in clause (the “Benefits”ii) through the end of the Continuation Period immediately preceding sentence shall be payable only if the Employee executes a general release in favor of the manner as Benefits otherwise would have been provided Company in a form that is acceptable to the Executive, Company and such release becomes irrevocable no later than 30 days after the Employee’s termination. The amounts described in clauses (i) and (ivii) pay to the Executive as a single lump sum payment, shall be paid within 30 days of the Expiration Datedate of Employee’s termination; however, a lump sum benefit equal to if the value release consideration period described in the immediately preceding sentence begins in one calendar year and ends in another calendar year, the payment in clause (ii) shall be made in the later calendar year even if the Employee executes the release and it becomes irrevocable in the earlier calendar year. The amounts described in clause (iii) shall be paid upon such dates as is required by such plans. Following the payments of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For amounts described in this purposeparagraph, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior obligations to the date of termination, subject, however, to the provisions of Section 4.1.Employee. The following events shall constitute “cause”:

Termination Without Cause. At any time the The Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployee’s employment Without Cause at any time. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2termination, the Company shall pay to Employee (i) pay to any compensation (including accrued vacation time, a pro-rated bonus under the Executive any unpaid Base Salary Company’s Bonus Plan through the effective date of termination specified in such notice, Without Cause and any commissions payable on bona fide purchase orders received by Company prior to the date of termination Without Cause) due that would otherwise have been payable through the date of termination Without Cause promptly after the date of termination Without Cause (but the pro-rated bonus and the commissions will be paid when otherwise payable had he continued as an employee of the Company) and (ii) continue one year’s base salary plus, if Employee has completed more than five years of service, including service as a member of the Board of Directors, an additional amount equal to pay his monthly base salary for each year of completed service in excess of five years which shall be paid in 12 equal monthly payments commencing with the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months month following the termination of the Executive’s employment with the Company, month in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of which his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan is terminated Without Cause and shall be binding paid when otherwise payable had he continued as an Employee and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder obligations to Employee under this Agreement. If Employee is a Specified Employee on the date his employment is terminated Without Cause, the monthly payments under Section 5(c)(ii) shall not commence until the first month next following the six-month anniversary of the date his employment so terminated. For purposes of this Agreement, an Employee shall be considered a “Specified Employee” as provided in Code §409A and the Treasury regulations promulgated thereunder. If Employee dies after his employment is terminated Without Cause and before his receipt of all salary continuation payments due Employee under this Section 5(c), the balance shall be paid to his estate in the same manner and at the same time as specified in this Section 5(c). During the required period of continuation coverage within the meaning of Code §4980B(f)(2)(B)(i)(I), Employee shall be reimbursed by the Company within five days of each payment by Employee of the monthly premium payable to continue coverage of Employee and his dependents under the Company’s group health plan or plans following the date his employment is terminated Without Cause in an amount equal to the amount of that monthly premium payable by Employee for such continuation coverage. Termination “Without Cause” means the termination of Employee’s employment either (i) by the Company for a reason other than for reimbursement for reasonable business expenses incurred prior to Cause or (ii) by the date Company or Employee resulting from a “Change of terminationControl.” For purposes of this Agreement, subject, however, to a “Change of Control” means the provisions occurrence of Section 4.1.any of the following events: (A) any “person” (as such term is used in Sections 13(d) and 14(d) of the

Termination Without Cause. At any time In the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term case of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2's employment hereunder Without Cause in accordance with Section 1.6.4 above, the Company shall pay the Executive (i) pay an amount equal to twelve (12) months' salary if the Executive any unpaid Base Salary through termination occurs during the effective date first eighteen (18) months of termination specified in such notice, the Initial Term; (ii) continue an amount equal to pay the Executive’s Base Salary for a period three (the “ Continuation Period”3) of 12 months following months' salary if the termination occurs after the first eighteen (18) months of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder but prior to the end expiration of the Continuation Period. The Company’s good faith determination of Initial Term (hereinafter the"Severance Payment"), in each case payable at the amount that would have been contributed or times and subject to the value of any Benefits that would have accrued under any plan shall be binding tax withholding specified in Section 1.4.1 above; and conclusive (iii)-unvested shares due to vest on the Executive. For this purpose, the Company may use as the value of next scheduled vesting date shall accelerate and shall become fully vested and any Benefit the cost repurchase rights in such shares (up to the Company of providing that Benefit to the Executive. Furthernext vesting date), the Executive shall become immediately vested lapse in his Stock Optionsfull. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred provide Executive with health and welfare benefits equal to and under the same terms as such benefits were provided to Executive immediately prior to the date Termination Date, or pay premiums for such benefits required of terminationExecutive under COBRA, subject29 U.S.C. S 1161, howeveret seq. (hereinafter "Benefit Continuation"), throughout any period in which Executive receives Severance Payment under this Section or until Executive receives comparable benefits from any other source, whichever occurs first. Nothing contained herein shall interfere with Executive's right to purchase continuation coverage under COBRA. In the event of an Involuntary Termination under Section 1.5.3(iii)(a) of this Agreement, Executive shall be entitled to the provisions Severance Payment and Benefit Continuation set forth in this paragraph in addition to the accelerated vesting described in Section 1.5.3(i). The Company's obligation to pay and the Executive's right to receive the Severance Payment shall cease in the event of the Executive's breach of his obligations under Section 4.12 or Section 3 below.

Termination Without Cause. At (a) Each of the Company and the Employee may terminate the Employee's employment under this Agreement at any time for any reason whatsoever, without any further liability or obligation of the Company to the Employee or of the Employee to the Company from and after the date of such termination (other than liabilities or obligations accrued but unsatisfied on, or surviving, the date of such termination), by sending prior notice to the other party. In the event the Company elects to terminate the Employee's employment under this Agreement pursuant to this Section 12, the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued for a period equal to three (3) months. In the right upon event the Employee terminates his employment hereunder within ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 after a Detrimental Change (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2as hereinafter defined), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the CompanyEmployee, in equal semi-monthly installments, the manner and at full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such time as the Base Salary otherwise would have been payable accrued for a period equal to three (3) months. In the Executiveevent the Employee elects to terminate the Employee's employment under this Agreement, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period other than as set forth in the manner as Benefits otherwise would have been provided to the Executiveimmediately preceding sentence, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Term of Employment, the Company’s good faith determination 's obligation to pay Salary shall cease as of the amount that would have been contributed or effective date of termination. Any termination of the value of any Benefits that would have accrued Employee's employment under any plan this Agreement by the Company as provided in this Section 12 shall be binding in addition to, and conclusive on not in substitution for, any rights with respect to termination of the Executive. For this purpose, Employee which the Company may use as have pursuant to Section 11. Notwithstanding any termination of the value of any Benefit the cost Employee's employment under this Agreement pursuant to the Company of providing that Benefit to the Executive. Furtherthis Section 12, the Executive shall become immediately vested Employee, in consideration of his Stock Options. The Company shall have no further liability employment hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of such termination, subject, however, to shall remain bound by the provisions of Section 4.17, 8, 9 and 14 hereof following any such termination.

Termination Without Cause. At The Company has the right, at any time during the Company shall have Term, subject to all of the right upon ninety provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Executive's employment under this Agreement and discharge the Executive without Cause. If the Executive is terminated during the Term without Cause (90) days written notice including any termination which is deemed to be a constructive termination without Cause under Section 4.6 hereof), the company's obligation to the Executive shall be limited solely to terminate the payment, at the times and upon the terms provided for herein, of the greater of (i) the Executive's Annual Salary and Incentive Bonus for the number of full months remaining in the Term of Employment. Upon any termination pursuant to this Section 5.4 Agreement (that is not a termination under any assuming no automatic extension of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (iTerm) pay to had the Executive any unpaid Base Salary through the effective date of termination specified in such notice, not been so terminated and (ii) continue to pay the Executive’s Base 's Annual Salary for a period (of twelve months, in each case based on the “ Continuation Period”) of 12 months following the termination Annual Salary of the Executive in effect on the date of termination (or, if the Company has reduced the Executive’s employment with 's Annual Salary in breach of this Agreement, the CompanyExecutive's Annual Salary before such reduction) and, in the manner and at such time as case of clause (i), the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide average Incentive Bonus received by the Executive for the immediately preceding two fiscal years, together with the benefits he was receiving under Sections 4.2 all unpaid Incentive Bonus and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing awarded or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior up to the date of termination. If the Executive is terminated after he has received one Incentive Bonus but before he has received two, subjectthe Incentive Bonus in clause (i) shall be based on the amount of that one Incentive Bonus; if he has not yet received an Incentive Bonus, howeverit shall be based on the maximum Incentive bonus (i.e., one half of the Annual Salary). In the event of a termination by the Company without Cause within 180 days after the Change of Control (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the provisions of Executive pursuant to this Section 4.14.3 shall be due and payable in one lump-sum payment within 60 days after such termination. In all other cases, any amounts due to the Executive pursuant to this Section 4.3 shall be due and payable as and when they would have become due and payable absent such termination.

Termination Without Cause. At any time The Company may terminate this Agreement without Cause upon 30 days' written notice to Executive. Upon such termination without Cause, the Company shall have the right upon ninety (90) days written notice pay to the Executive a termination fee equal to terminate the amount of compensation and benefits that would otherwise be payable or provided to the Executive pursuant to Section 3(a) and the first sentence of Section 3(d) hereof through the later of (i) the remainder of the Base Term as if this Agreement had remained in full force and effect for the remainder of Employment. Upon the Base Term (payable or provided in accordance with Section 3(a) or Exhibit A hereof, as the case may be) and (ii) one year after the effective date of the termination without Cause; provided, however, that if the Executive is terminated without Cause at any termination time after July 1, 1999, in lieu of, and not in addition to, any compensation payable or benefits required to be provided pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25(c), the Company shall make a lump sum payment to the Executive within thirty days after such termination without Cause equal to the amount of compensation that would otherwise be payable to the Executive pursuant to Section 3(a), plus the cash replacement value of benefits described in the first sentence of Section 3(d) hereof, through the later of (i) pay to the Executive any unpaid remainder of the Base Salary through Term as if this Agreement had remained in full force and effect for the remainder of the Base Term and (ii) one year after the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination without Cause. In addition, upon such termination without Cause, all options to purchase capital stock of the Executive’s employment with Company and all restricted stock of the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide Company held by the Executive with at the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end time of the Continuation Period in the manner as Benefits otherwise would such termination without Cause shall be deemed vested immediately prior to such termination without Cause. The Executive shall have been provided 90 days after such termination to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under exercise any savings, pension, profit sharing or deferred compensation plans such stock options. All such stock options that are forfeited under not exercised within such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan 90-day period shall be binding forfeited and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1canceled.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in In the event that prior to the Company does not renew the Post Term Period (as defined below), Employer terminates Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end expiration of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder Term (other than for reimbursement for reasonable business expenses incurred prior Cause, on account of Executive’s incapacity pursuant to Section 11, or on account of Executive’s death), Employer shall pay to Executive not later than two (2) weeks following such termination (in addition to any amounts payable pursuant to Section 10, the pro-rated Completion Bonus payable pursuant to Section 4.4 and any other amounts earned by Executive, but unpaid as of the termination date, including any amounts set aside pursuant to the date of terminationPlan), subjecta one-time, however, lump sum cash payment equal to the provisions present cash value of all unpaid compensation and Shares payable or owing to Executive for the remainder of the Term pursuant to Sections 3, 4 and 6.2 (except the Options described in Section 4.3, which compensation shall not be included in the calculation of the lump sum payment). For purposes of calculating the lump sum payment described in the immediately preceding sentence, the annual incentive compensation payable pursuant to Section 4.1 shall be determined to be Two Hundred Fifty-Three Thousand Dollars ($253,000) for each applicable Contract Year or portion thereof remaining in the Term. In addition, Executive shall also be granted with respect to each Contract Year remaining in the Term, at the time and in the manner specified in Section 4.3, any Option to which he would be entitled pursuant to Section 4.3 during the Term (absent termination of his employment pursuant to this Section 9.4) which Option shall be subject to the terms and conditions provided in Section 4.3. In addition, subject to the terms and conditions of Section 4.110, upon Executive’s termination of employment pursuant to this Section 9.4, Executive shall be entitled upon written notice to Employer to elect to continue his employment with Employer as a part-time employee during the Post Term Period.

Termination Without Cause. At any time the The Company shall have the right upon ninety (90) days written notice to the Executive at any time to terminate the Term of Employmentthis Agreement without Cause. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that If the Company does not renew terminates this Agreement without Cause, you shall have the Executive’s Term of Employment under the terms of section 2.2, the Company shall right to receive (i) pay a severance equal to the Executive any unpaid Base Salary through the effective date one year’s salary paid according to paragraph 5 C of termination specified in such noticethis Agreement, (ii) continue an amount equal to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise incentive bonus or bonuses you would have been payable received under this Agreement or pursuant to any other applicable incentive plan for the Executive, unexpired Term hereof; (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) accrued but unused vacation pay through the end date of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executivetermination, and (iv) pay approved but unreimbursed expenses incurred through the date of termination; provided, however, that you execute a general release in a form set forth on Exhibit A hereto, and you are in full compliance with Paragraph 12 hereof. Notwithstanding anything to the Executive contrary set forth herein, you shall have a duty to mitigate any and all damages which you might be deemed to have suffered as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason result of the termination of his employment hereunder prior to your employment. Consequently, it is expressly agreed and understood that if any time after your termination you receive income or other remuneration for services performed between your termination and the end unexpired portion of the Continuation Term (“Hiatus Period”), the amounts set forth in subsection (i) and (ii) of this Paragraph 14.D shall be reduced or offset by the amounts received by you for services performed after your termination. You shall advise the Company in writing as expeditiously as possible of all of the financial arrangements for any personal services rendered by you for or on your own behalf or for others during the Hiatus Period including, but not limited to, the income from all sources that you anticipate earning from such services, e.g. salary, bonus, royalties, stock options, profit participation, deferred payments, etc. The Company’s good faith determination of Company may, at its election, either offset from payments pursuant to this paragraph 14.D a sum equal to all income earned by you during the amount that would have been contributed or the value of Hiatus Period and/or demand repayment from you and be immediately repaid by you for any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost sums owing to the Company of providing that Benefit pursuant to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1foregoing.

Termination Without Cause. At any time In the Company shall have the right upon ninety (90) days written notice to the Executive to terminate event the Term of Employment. Upon any termination Employment is terminated other than pursuant to this Section 5.4 (that is not a termination under any of Sections 5.18(a), 5.28(b), 5.38(c) or 8(e), 5.5, 5.6 or in the event that then the Company does not renew the Executive’s Term of Employment under the terms of section 2.2shall, the Company shall (i) as liquidated damages, pay to the Executive any unpaid in a lump-sum promptly after the Date of Termination the following: (i) a lump-sum amount equal to 150% of the Base Salary through in effect on the effective date last day of termination specified in such noticeemployment (subject to the Company's receipt of a Release), (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to due for the Executiveremaining Term of Employment as of the Date of Termination (the "TERMINATED TERM OF EMPLOYMENT"), (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason unused vacation accrued as of the termination Date of his employment hereunder prior Termination, (iv) an amount that the MCC determines, in its sole discretion, is appropriate to compensate the Executive for the bonus opportunity he had for the current year through the Date of Termination and (v) the other payments described in Section 10. In addition, in the event of such termination, subject to the end last sentence of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. FurtherSection 10(a), the Executive shall become immediately vested be entitled to continue receiving the benefits provided in his Stock OptionsSection 7(a) for up to eighteen (18) months following the Date of Termination. The Company Upon payment of the foregoing, the Executive shall have no further liability hereunder right to receive any other than compensation or benefits after such termination. The Executive shall not be required to mitigate the amount of any payments or benefits provided for reimbursement in this Section 10(a) by seeking other employment or otherwise, nor shall the amount of any payment provided for reasonable business expenses incurred prior to in this Section 10(a) be reduced by any compensation earned by the date Executive as the result of termination, subjectemployment by another employer or by any retirement benefits. The Executive shall cease receiving any of the Section 7(a) benefits provided for hereunder, however, on the first date on which the Executive is eligible to receive the provisions same type of benefit from a new employer or entity for whom he is acting as an independent contractor. The Executive shall cease receiving one type of Section 4.17(a) benefit, but not another if he does not receive such benefits in his new position.

Termination Without Cause. At The Company may terminate Executive’s employment with the Company at any time during the Term, for any reason and without Cause, by giving him written notice thirty (30) days prior to the date of termination. Until the effective date of any such termination, the Company shall continue to pay to Executive the full compensation specified in this Agreement, including the benefits provided at paragraph 3(d). Following the date of termination, Executive shall make himself reasonably available to members of the Board, the CEO, and other senior managers and officers of the Company to assist in the transition of responsibilities and information to others and to facilitate the orderly conduct of business operations. Upon termination, the Company shall have the right upon ninety (90) days written notice no other financial obligations to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1compensation or benefit plan, 5.2, 5.3, 5.5, 5.6 program or policy and Executive’s participation in the event that Company’s compensation and benefit plans, programs and policies shall cease as of the Company does not renew the date of Executive’s Term of Employment termination except as set forth herein or as expressly provided under the terms of section 2.2any such plans, programs or policies, or as required by applicable law. However, in addition to the above, if Executive is terminated (i) pursuant to this subparagraph 8(d) or (ii) the Term is not extended in accordance with Section 4 and for any reason other than Cause, the Company shall (i) pay Executive a severance amount equal to the Executive any unpaid nine (9) months Base Salary through over the effective date of termination specified in such noticefollowing nine (9) months at the Company’s normal pay periods, and (ii) continue provide Executive coverage under the Company’s health insurance program, under the same terms as are available to pay other senior executive officers of the Executive’s Base Salary Company, for a period of nine (9) months, after which Executive would be eligible for COBRA continuation coverage, or until he has obtained substantially equivalent new coverage, as determined by the “ Continuation Period”) of 12 months following the termination Board or a committee thereof in its discretion, through successor employment, whichever occurs sooner. If, in respect of the fiscal year in which Executive’s employment with terminates pursuant to this subparagraph 8(d), the Company, Board or a committee thereof determines in the manner and at such time as the Base Salary its discretion that he would otherwise would have been payable entitled to the Executive, (iiireceive Incentive Compensation under subparagraph 3(c) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination operations of the Company during such fiscal year, Executive shall be entitled to receive a pro rata portion of his employment hereunder prior to Incentive Compensation for such year. Such pro rata portion shall equal the end product of (x) the Continuation Period. The Company’s good faith determination full amount of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding such Incentive Compensation, and conclusive on the Executive. For this purpose(y) a fraction, the Company may use as numerator of which is the value number of any Benefit days in the cost to the Company fiscal year of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred ’s termination without Cause prior to the date of termination, subject, however, to and the provisions denominator of Section 4.1which is the total number of days in such fiscal year.

Termination Without Cause. At The Company may terminate the ------------------------- employment of Executive without cause at any time the Company shall have the right upon ninety (90) days written notice to Executive and payment of the Executive to terminate the Term of Employment. Upon any termination pursuant to compensation provided in this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.2, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period6(c). The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to On the date of termination, subject, however, the Company shall pay Executive his current Base Salary prorated to the provisions date of termination together with a lump sum equal to 3 months' Base Salary at the rate in effect on the date of termination. Thereafter, the Company shall continue to pay Executive his Base Salary at the rate in effect on the date of termination for a period of 12 months after termination as if he were still employed by the Company, provided that Executive shall give the -------- Company prompt written notice of any employment he accepts during such period and the compensation he is to receive for such employment, and the Base Salary payable by the Company during such period shall be reduced by the amount of such other compensation received by Executive during such period. In addition, Executive shall receive that portion of any Guaranteed Bonus or Performance Bonus to which Executive would otherwise have been entitled for the year in which such termination took place, determined and paid in the manner set forth in Section 4.16(b) above. To the extent permitted by the Company's group medical, life and disability insurance plans, Executive shall be entitled to continue his participation in and coverage under such plans in the same manner he would have had he continued to be employed by the Company for the period expiring on the date he enters new employment or 12 months after the date of termination, whichever shall first occur. If any such plan does not permit the continued participation and coverage of Executive, the Company shall pay to Executive at the time each payment is made to Executive after termination under the first paragraph or this Section 6(c) the amount which the Company would have paid for Executive's coverage under such plan if Executive had been in the employment of the Company for the period to which such payment relates. The Company's obligation to make further payments under this Section 6(c) shall terminate if and when Executive shall have breached his obligations under Section 5.

Termination Without Cause. At Each of the Company and the Employee may terminate the Employee's employment under this Agreement at any time for any reason whatsoever, without any further liability or obligation of the Company shall have to the right upon ninety Employee, or of the Employee to the Company, from and after the effective date of such termination (90) days written other than as set forth in this Section 13 or in Section 15 and those liabilities or obligations accrued but unsatisfied on, or surviving, the date of such termination), by sending 90 days' prior notice to the Executive other party. In the event the Company elects to terminate the Term of Employment. Upon any termination Employee's employment under this Agreement pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.213, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the CompanyEmployee, in equal semi-monthly installments, the manner and at full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as accrued for a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit period equal to the value balance of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason then current term of the termination Agreement but in no case for less than 12 months; provided, however, that if the Company elects to terminate this Agreement pursuant to this Section 13 during the first six months of his the Initial Term, such period shall be limited to 12 months. The payments described in the preceding sentence shall be made without regard to whether Employee has sought or obtained any other employment hereunder during such period. In the event the Employee elects to terminate the Employee's employment under this Agreement prior to the end of the Continuation Period. The then current term, the Company’s good faith determination 's obligation to pay Salary and bonuses, and to provide benefits, to the Employee shall cease as of the amount that would have been contributed or effective date of termination. Any termination of the value of any Benefits that would have accrued Employee's employment under any plan this Agreement by the Company as provided in this Section 13 shall be binding in addition to, and conclusive on not in substitution for, any rights with respect to termination of the Executive. For this purpose, Employee which the Company may use as have pursuant to Section 12. Notwithstanding any termination of the value of any Benefit the cost Employee's employment under this Agreement pursuant to the Company of providing that Benefit to the Executive. Furtherthis Section 13, the Executive shall become immediately vested Employee, in consideration of his Stock Options. The Company shall have no further liability employment hereunder other than for reimbursement for reasonable business expenses incurred prior to through the effective date of such termination, subject, however, to shall remain bound by the provisions of Section 4.1Sections 8, 9, 10 and 16 following any such termination.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of EmploymentEmployment by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 5.5 or in the event that the Company does not renew the Executive’s Term of Employment under the terms of section 2.25.6), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s 's Base Salary for a period (the “ " Continuation Period”") of 12 six (6) months following from the effective date of termination of the Executive’s employment with the Companyhereunder, in the manner and at such time as the Base Salary otherwise would provided, however, Executive shall have been payable employed by Company for a period of at least one hundred eighty (180) days to the Executivebe eligible for such payment, (iii) continue to provide the Executive with the benefits he he/she was receiving under Sections 4.2 and 4.4 hereof (the “"Benefits”") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, and provided, however, Executive shall have been employed by Company for a period of at least one hundred eighty (iv180) pay days to be eligible for such Benefits or payment of the cash value of such Benefits, as set forth below. In the event that the Company is unable to provide the Executive as a single lump sum payment, within 30 days with any Benefits required hereunder by reason of the Expiration Datetermination of the Executive's employment pursuant to this Section 5.4, a lump sum benefit then the Company shall pay the Executive cash equal to the value of the portion of his benefits Benefit that otherwise would have accrued for the Executive's benefit under any savingsthe plan, pension, profit sharing or deferred compensation plans that are forfeited for the period during which such Benefits could not be provided under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Periodplans. The Company’s 's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his vesting of the Executive's Stock Options, if any, shall be subject to the terms of the Stock Option Plan. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (y) payment of compensation for unused vacation days accumulated in accordance with the Company's then general policy).

Termination Without Cause. At any time If the Bank or the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the event that the Company does not renew the terminates Executive’s Term of employment Without Cause during the Employment under the terms of section 2.2, the Company shall Period: (i) pay Executive will be paid his Salary and any Benefits accrued through the last day of his employment; (ii) so long as Executive continues to comply with Sections 7, 8, and 9 of this Agreement, Executive will be entitled to receive continuing payments of Salary installments, at the Salary rate in effect as of the last day of employment, for a period equal to the lesser of twelve (12) months or the remaining Employment Period, determined as of the date Executive’s employment is terminated, subject to the requirement set forth below that the Executive any unpaid Base Salary through execute a release agreement; and (iii) Executive’s rights with respect to vested and unvested stock options will be determined as provided in the applicable stock option plan; provided, however, if the effective date of such termination specified Without Cause occurs prior to the first anniversary of the Effective Date (of the Transaction), then Executive shall be entitled to the benefits in such notice, Section 5. As a condition precedent to the Executive’s right to receive the severance payments set forth in clause (ii) continue of this subsection 4(d), Executive must sign a release of all claims against the Bank, and its officers, directors, employees and agents, and the Bank’s Affiliates, and their officers, directors, employees and agents, in a form acceptable to pay the Bank; provided, however, that such release shall not cover any benefit plan, program, or agreement of the Company or the Bank that is applicable to the Executive’s Base Salary . Executive must sign and return the release, if at all, so that the release is effective (taking into account any revocation period provided for a period therein, if any) by no later than the sixtieth (the “ Continuation Period”60th) of 12 months calendar day following the termination of date the Executive’s employment with is terminated. The first payment will be made on the Company, in Bank’s next regular pay-day which is at least five (5) business days following the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end later of the Continuation Period in the manner as Benefits otherwise would have been provided to the Executive, and (iv) pay to the Executive as a single lump sum payment, within 30 days effective date of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. The Company’s good faith determination of the amount that would have been contributed release or the value of any Benefits date it is received by the Bank; but that would have first payment shall include all amounts accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to from the date of termination. Where the period available to execute (and to not revoke) the release spans more than one calendar year, subjectthe payment shall not be made until the second calendar year, howeveror later, to as required by the provisions applicable terms of this Agreement and Section 4.1409A of the Code.

Termination Without Cause. At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Term of Employment. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in In the event that the Company does not renew discharges the Executive without cause, the Executive’s Term , upon execution and delivery of Employment under the terms an irrevocable release of section 2.2, claims against the Company and its subsidiaries and its directors, officers and employees in a form prescribed by the Company, shall be entitled to (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination continued payment of the Executive’s employment with the Company, base salary provided in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”Paragraph 2(a) through the end of the Continuation Period Employment Period, (ii) two-thirds of the targeted incentive provided in Paragraph 2(b) for each calendar year in the manner as Benefits otherwise would have been provided to Employment Period ending after the Executive's date of termination (which shall be paid at the time bonuses are paid to other executives for the applicable year(s)), and (iviii) pay the vesting of any restricted stock awards, performance shares and the immediate exercisability of any stock options, which would have vested, been earned or become exercisable during the full Employment Period. For the purpose of this Paragraph 6, the Employment Period shall continue until the then scheduled expiration of the Employment Period unless sooner terminated by the Executive's disability or death. Any amounts payable to the Executive as a single lump sum payment, within 30 days under this Paragraph 6 shall be reduced by the amount of the Expiration DateExecutive's earnings from other employment (which the Executive shall have an affirmative duty to seek; provided, however, that the Executive shall not be obligated to accept a new position which is not reasonably comparable to his employment with the Company). Notwithstanding the foregoing, if Executive is considered a "specified employee" under section 409A of the Internal Revenue Code, payments of "deferred compensation" (within the meaning of section 409A) scheduled to be made to Executive under this Agreement or the Letter Agreement on account of his termination of employment shall be delayed, but only to the extent necessary to comply with section 409A of the Internal Revenue Code, for a period of six months following Executive's termination of employment. Any such delayed payments shall be paid together in a lump sum benefit equal to on the value of first business day following the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason six-month anniversary of the termination of his employment hereunder prior to the end of the Continuation PeriodExecutive's employment. The Company’s good faith determination provisions of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on Paragraph 8 restricting the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to 's activities and the Executive. Further, 's obligations under Paragraph 9(b) and 9(c) shall continue in effect and the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior obligation to make the date payments under this Paragraph 6 (or to continue such payments) if the Executive is in material breach of termination, subject, however, to the provisions any of Section 4.1such provisions.