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

Without Cause or for Good Reason. In the event of the termination of the Executive’s employment during the Employment Period (i) by the Company without Cause, (ii) by the Executive for Good Reason or (iii) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(d), during the eighteen (18) months following the Date of Termination (the “Salary Continuation Period”) the Executive shall receive, in addition to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of the prior fiscal year (to the extent earned but not theretofore paid), salary continuation payments paid in accordance with the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment will be payable equal to the Executive’s Annual Bonus, based upon achievement of performance objectives as set forth in the Program, multiplied by a fraction, the numerator of which is the number of full weeks in the period beginning on the first day of the then-current annual performance period and ending on the Date of Termination and the denominator of which is fifty two (the “Pro Rata Bonus”). In addition, during the eighteen (18) month period following the Date of Termination, the Company shall continue to provide medical benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to executive officers of the Company pursuant to such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, to the extent not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA (as such term is defined below) continuation coverage are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment by the Company without Cause or for Good Reason during the Employment Period. Except as provided in this Section 5(a), and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall have no additional obligations under this Agreement.

Without Cause or for Good Reason. In the event Not in Contemplation of the termination a Change of the Control. If Executive’s employment during the Employment Period (i) is terminated by the Company without Cause, Cause (iiother than for Disability) or by the Executive for Good Reason or (iii) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination DateReason, and in each case other than not “in connection with a CIC Termination described Change of Control” (as defined in Section 5(d6(b)(v), during the eighteen (18) months following the Date of Termination (the “Salary Continuation Period”) the Executive shall receive), in addition to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect payment of the prior fiscal year (Accrued Obligations, Executive shall be entitled to the extent earned but not theretofore paid)following additional benefits (collectively, salary continuation payments paid in accordance with the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid “Other Benefits”): (i) Executive shall be entitled to participants in the Program, receive a single lump sum payment will of the following, which amount shall be payable equal paid at the time provided in Section 6(d): A. Any earned but unpaid Annual Bonus related to the Executive’s calendar year prior to the calendar year in which the Date of Termination occurs plus; B. the product of (x) the target Annual BonusBonus for the fiscal year during which termination of employment occurs, based upon achievement of performance objectives as set forth in the Program, multiplied by and (y) a fraction, the numerator of which is the number of full weeks days in the period beginning on the first day of the then-current annual performance period and ending on fiscal year through the Date of Termination Termination, and the denominator of which is fifty two 365. C. An amount equal to the Severance Multiple (as defined in Section 6(b)(vi) multiplied by the “Pro Rata Bonus”). In addition, during sum of (1) Executive’s Base Salary (at the eighteen (18) month period following rate in effect as of the Date of Termination) and the target Annual Bonus for the fiscal year during which termination of employment occurs. (ii) All benefits under the Company's equity or long-term incentive compensation plan, including all stock options and restricted stock held by the Executive, not already vested, shall be 100% vested. (iii) For a period of 12 months from the Executive's Date of Termination the Company shall continue to provide to Executive and/or Executive's dependents the same level of medical and dental benefits to the Executive which are (and on terms which are) substantially similar equal to those which would have been provided generally to executive officers them in accordance with the plans, programs, practices and policies described in Section 4(d) of this Agreement if the Company pursuant to Executive's employment had not been terminated and shall reimburse Executive for the premiums Executive pays for such medical plan and dental benefits for up to 12 months following the Date of Termination as may be provided in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiumsSection 6(f), less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company); provided, howeverand provided further, that if the Executive becomes re-re- employed with by another employer and is eligible to receive health insurance medical or dental benefits under another employer provided plan, the Executive is obligated to promptly notify the Company of any changes in his medical or dental benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, to the extent not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA (as such term is defined below) continuation coverage are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment by the Company without Cause or for Good Reason during the Employment Period. Except as provided in this Section 5(a), and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall have no additional obligations under this Agreement.be

Without Cause or for Good Reason. If the Executive's employment is terminated without Cause by D&E, or is terminated by Executive for Good Reason, then D&E shall pay the Executive the greater of (i) his full Salary from the date of termination through the last day of the then current Term; or (ii) an amount equal to one year's Salary at his then current Salary. In addition, the event Executive shall be entitled to: (i) an additional annual retirement benefit pursuant to the terms of the D&E Supplemental Retirement Plan (the "SERP"), the form of which is attached hereto as Exhibit D, which is a plan of deferred compensation that provides for an annual supplemental retirement benefit equal to the additional qualified retirement benefit the Executive would accrue under the D&E Communications, Inc. Employee's Retirement Plan (the "Qualified Retirement Plan") if the Executive was treated as if he had remained employed by D&E through the end of the Initial Term or any applicable Extended Term. The benefit provided under the SERP is intended to be in addition to the Qualified Retirement Plan benefit payable to the Executive regardless of whether the Executive has satisfied the vesting requirements of such plan(s); (ii) payment of the amount that would have been due to the Executive under any Short Term Incentive Plan in effect at the time of Executive's termination had the Executive remained employed by D&E through the end of the incentive period relating thereto. Any such incentive payment shall be due and payable only at the time and in the manner provided for in the plan relating thereto; (iii) a lump sum of $17,000 to reimburse Executive for miscellaneous expenses, and (iv) payment on behalf of Executive of the fees and costs charged by a nationally recognized outplacement firm selected by the Executive to provide outplacement services, not to exceed a period of twelve (12) months after termination and the amount of $12,500. Termination for "Good Reason" shall mean termination by the Executive of his employment due to: any material adverse change in the position, responsibilities, authority or duties assigned to the employee, as contemplated by paragraph 4, without his consent, except in connection with the termination of the Executive’s 's employment during the Employment Period (i) by the Company without for Cause, (ii) by ; failure of D&E or any successor or assign to comply with paragraph 3 hereof in any material manner; requiring the Executive to be based anywhere that is 75 miles or more distant from the Executive's current place of work, without his consent, except for required travel on D&E's business to an extent substantially consistent with his present business travel obligations; a change in Executive's reporting relationship to anyone other than the Chairman of the Board of Directors; failure of D&E, its successors or assigns, to obtain and maintain officers and directors liability insurance in accordance with Paragraph 10; failure of any successor or assign of D&E to assume this Agreement and honor its provisions, or any material breach of this Agreement by D&E or its successor or assign; or any reduction in the Salary. If the Executive intends to terminate his employment for Good Reason, he must first give notice to D&E that such action or limitation of D&E constitutes Good Reason. The Executive's employment shall be deemed terminated for Good Reason or if D&E fails to cure such situation within thirty (iii30) if the Company provides a notice of non-renewal days of the Employment Period under Section 3date of said notice or, by if said situation cannot be cured within such period, within a reasonable time thereafter, if a diligent effort is being made to cure such situation, but in no event longer than 60 days from the date of the notice. If the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(ddies while receiving severance payments under this paragraph 5(b), during then the eighteen (18) months following the Date remaining balance of Termination (the “Salary Continuation Period”) the Executive severance payments due shall receive, in addition be paid to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of the prior fiscal year (to the extent earned but not theretofore paid)designated beneficiaries, salary continuation payments paid in accordance with the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses or if no beneficiaries are otherwise paid to participants in the Programdesignated, a single lump sum payment will be payable equal then to the Executive’s Annual Bonus, based upon achievement of performance objectives as set forth in the Program, multiplied by a fraction, the numerator of which is the number of full weeks in the period beginning on the first day of the then-current annual performance period and ending on the Date of Termination and the denominator of which is fifty two (the “Pro Rata Bonus”). In addition, during the eighteen (18) month period following the Date of Termination, the Company shall continue to provide medical benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to executive officers of the Company pursuant to such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, to the extent not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA (as such term is defined below) continuation coverage are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment by the Company without Cause or for Good Reason during the Employment Period. Except as provided in this Section 5(a), and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall have no additional obligations under this Agreement's heirs.

Without Cause or for Good Reason. In If the event of Employment Period ends due to the Company’ s termination of the Executive’ s employment without Cause (and not due to death or Disability) or due to the Executive’s employment during the Employment Period (i) by the Company without Causeresignation for Good Reason, (ii) by then the Executive for Good Reason or (iii) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(d), during the eighteen (18) months following the Date of Termination shall be paid an amount (the “Salary Continuation PeriodSeverance Amount”) equal to (A) one (1) times the Executive shall receive, in addition to his accrued but unused vacation and Base Salary through in effect on the Date of Termination and any (B) the Annual Bonus in with respect of to the prior fiscal year (to immediately preceding the extent earned but not theretofore paid), salary continuation payments paid fiscal year in accordance with which the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment will be payable equal to the Executive’s Annual Bonus, based upon achievement Date of performance objectives as set forth in the ProgramTermination takes place, multiplied by a fraction, the numerator of which is the number of full weeks days in the period beginning commencing on the first day January 1 of the then-current annual performance period fiscal year which the Date of Termination takes place and ending on the Date of Termination Termination, which Severance Amount shall be paid in equal monthly installments over a one (1) year period beginning on the Company’ s first regularly scheduled pay date that is on or after the date that is 60 days after the Date of Termination. Notwithstanding anything herein to the contrary, it shall be a condition to the Executive’s right to receive the Severance Amount that the Executive execute and deliver to the denominator Company within 21 days (or 45 days, if required by applicable law) after receipt from the Company, and not revoke in any time provided by the Company to do so, a release of which is fifty two claims in a form reasonably acceptable to the Company (the “Pro Rata BonusRelease”), which Release shall release each member of the Company Group and their respective affiliates, and the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of the Executive’s employment with the Company and any other member of the Company Group or the termination of such employment, but excluding all claims to the Severance Amount or any other claim that may first arise after the date the Release has been executed by the Executive. In addition, during The form of Release shall be provided to the eighteen (18) month period Executive within five days following the Date of Termination, the Company shall continue to provide medical benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to executive officers of the Company pursuant to such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, to the extent not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA (as such term is defined below) continuation coverage are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment by the Company without Cause or for Good Reason during the Employment Period. Except as provided in this Section 5(a), and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall have no additional obligations under this Agreement.

Without Cause or for Good Reason. In the event of the termination of the Executive’s employment during the Employment Period (i) by the Company without Cause, (ii) by the Executive for Good Reason or (iii) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(d), during the eighteen two (182) months years following the Date of Termination (the “Salary Continuation Period”) the Executive shall receive, in addition to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of the prior fiscal year (to the extent earned but not theretofore paid), salary continuation payments paid in accordance with the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment will be payable equal to the Executive’s Annual Bonus, based upon achievement of performance objectives as set forth in the Program, multiplied by a fraction, the numerator of which is the number of full weeks in the period beginning on the first day of the then-current annual performance period and ending on the Date of Termination and the denominator of which is fifty two (the “Pro Rata Bonus”). In addition, during the eighteen (18) month period following the Date of Termination, the Company shall continue to provide medical benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to executive officers of the Company pursuant to such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, to the extent not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA (as such term is defined below) continuation coverage are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment by the Company without Cause or for Good Reason during the Employment Period. Except as provided in this Section 5(a), and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall have no additional obligations under this Agreement.

Without Cause or for Good Reason. In If the event of Employment Period ends due to the Company’s termination of the Executive’s employment during without Cause (and not due to death or Disability) or due to the Employment Period (i) by the Company without CauseExecutive’s resignation for Good Reason, (ii) by then the Executive for Good Reason or (iii) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(d), during the eighteen (18) months following the Date of Termination shall be paid an amount (the “Salary Continuation PeriodSeverance Amount”) equal to (A) one (1) times the Executive shall receive, in addition to his accrued but unused vacation and Base Salary through in effect on the Date of Termination and any (B) the Annual Bonus in with respect of to the prior fiscal year (to immediately preceding the extent earned but not theretofore paid), salary continuation payments paid fiscal year in accordance with which the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment will be payable equal to the Executive’s Annual Bonus, based upon achievement Date of performance objectives as set forth in the ProgramTermination takes place, multiplied by a fraction, the numerator of which is the number of full weeks days in the period beginning commencing on the first day January 1 of the then-current annual performance period fiscal year which the Date of Termination takes place and ending on the Date of Termination Termination, which Severance Amount shall be paid in equal monthly installments over a one (1) year period beginning on the Company’s first regularly scheduled pay date that is on or after the date that is 60 days after the Date of Termination. Notwithstanding anything herein to the contrary, it shall be a condition to the Executive’s right to receive the Severance Amount that the Executive execute and deliver to the denominator Company within 21 days (or 45 days, if required by applicable law) after receipt from the Company, and not revoke in any time provided by the Company to do so, a release of which is fifty two claims in a form reasonably acceptable to the Company (the “Pro Rata BonusRelease”), which Release shall release each member of the Company Group and their respective affiliates, and the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of the Executive’s employment with the Company and any other member of the Company Group or the termination of such employment, but excluding all claims to the Severance Amount or any other claim that may first arise after the date the Release has been executed by the Executive. In addition, during The form of Release shall be provided to the eighteen (18) month period Executive within five days following the Date of Termination, the Company shall continue to provide medical benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to executive officers of the Company pursuant to such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, to the extent not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA (as such term is defined below) continuation coverage are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment by the Company without Cause or for Good Reason during the Employment Period. Except as provided in this Section 5(a), and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall have no additional obligations under this Agreement.

Without Cause or for Good Reason. In the event of the termination of the ExecutiveEmployee’s employment during the Employment Period (i) by the Company without Cause, (ii) Cause or by the Executive Employee for Good Reason or (iii) if Reason, the Company provides a notice shall pay to (or in the case of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(dbusiness expenses pursuant to clause (i), during reimburse) the eighteen Employee, or his estate in the event of his death, within thirty (1830) months days following the Date of Termination Termination, (the “Salary Continuation Period”i) the Executive shall receive, in addition to his accrued but unused vacation and Employee’s Base Salary through the Date of Termination Termination, outstanding business expenses pursuant to Section 2(f) hereof (to the extent not theretofore paid), and any other amounts due to Employee but which have not been paid (the “Accrued Obligations”), (ii) any earned but unpaid Annual Bonus in respect of a calendar year during the Bonus Period ending prior fiscal year (to the extent earned but not theretofore paid), salary continuation payments paid in accordance or coincident with the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the ProgramDate of Termination, a single lump sum payment will be payable (iii) an Annual Bonus equal to the Executiveprior year’s Annual Bonus, Bonus pro-rated for the year in which the Date of Termination occurs based upon achievement of performance objectives as set forth in the Program, multiplied by a fraction, the numerator of which is on the number of full weeks days occurring in such year prior to the period beginning on Date of Termination, (iv) a lump-sum payment equal to two and one-half times the first day sum of (x) the then-current annual performance period and ending Employee’s Base Salary (as in effect on the Date of Termination) and (y) the greater of (A) the target Annual Bonus for the year in which the Date of Termination falls and (B) the denominator Annual Bonus paid or payable to Employee in respect of the year immediately preceding the year in which is fifty two the Date of Termination falls, (v) reimbursement for outplacement services in an amount up to $25,000 upon the “Pro Rata Bonus”). In additionEmployee’s submission of receipts for such services, during the eighteen and (18vi) month period continuation of benefits in Section 2(c)(i) for 2.5 years following the Date of Termination, ; provided the Company shall continue Company’s obligation to provide medical benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to executive officers of the Company pursuant to such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive health insurance continued welfare benefits under another employer provided plan, the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also this Section 5(a)(vi) shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, reduced to the extent not previously reimbursedthat equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and provided further that in the event that the Employee is precluded from continuing full participation in the Company’s welfare benefit plans that provide for the benefits described in Section 2(c)(i) as contemplated by this Section 5(a)(vi), the Employee shall be provided with the after-tax economic equivalent of any benefit or coverage foregone. For this purpose, the economic equivalent of any benefit or coverage foregone shall be deemed to be the total cost to the Employee of obtaining such benefit or coverage himself on an individual basis. Payment of such after-tax economic equivalent shall be made quarterly. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA payments provided in this Section 5(a) are (as such term is defined belowi) continuation coverage are not subject to offset or mitigation and (ii) conditioned upon and subject to the Executive Employee executing a valid general release and waiver (in the form acceptable to the Company)waiver, waiving all claims the Executive Employee may have against the Company, its successorsAffiliates, assigns, affiliates, executivesdirectors, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”)employees. Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment by the Company without Cause or for Good Reason during the Employment Period. Except as provided in this Section 5(a), and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the The Company shall have no additional obligations under this Amended Agreement, except for (i) the indemnification obligations set forth in Section 6 herein and (ii) any benefits (other than benefits in the nature of severance pay) to which the Employee is entitled under the terms of any employee benefit plan in which he is eligible to participate.

Without Cause or for Good Reason. In the event of the termination of the Executive’s employment during the Employment Period (i) by the Company without Cause, (ii) by the Executive for Good Reason or (iii) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(d), during the eighteen (18) months following the Date of Termination (the “Salary Continuation Period”) the Executive shall receive, in addition to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of the prior fiscal year (to the extent earned but not theretofore paid), salary continuation payments paid in accordance with the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment will be payable equal to the Executive’s Annual Bonus, based upon achievement of performance objectives as set forth in the Program, multiplied by a fraction, the numerator of which is the number of full weeks in the period beginning on the first day of the then-current annual performance period and ending on the Date of Termination and the denominator of which is fifty two (the “Pro Rata Bonus”). In addition, during the eighteen (18) month period following the Date of Termination, the Company shall continue to provide medical benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to executive officers of the Company pursuant to such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, If the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, to the extent not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA (as such term is defined below) continuation coverage are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment terminated by the Company without Cause or the Executive terminates for Good Reason Reason, in lieu of any other payments or benefits, the Executive shall be entitled to (i) receive payments of amounts due pursuant to Section 5(a) hereof, (ii) receive the Monthly Severance Payment (calculated at the time of such termination) payable for the 18 calendar month period commencing after the date of his termination of employment (the "Extended Period") paid to Executive during the Employment Period. Except Extended Period in the same manner as Base Salary was paid prior to the Executive's termination, and (iii) continuation, at the Company's expense, of the Executive's coverage in any group health plan (which may be provided in this Section 5(aby payment of COBRA continuation coverage premiums), life insurance, long-term disability and except for any vested benefits other employee benefit plans or programs, to the extent permissible under any the terms of such plans or law, at the level in effect on the Executive's date of termination until the end of the Extended Period (or shall reimburse Executive during the Extended Period on a monthly basis an amount equal to the after-tax qualified pension cost incurred by Executive to secure coverage reasonably equivalent to the coverage Executive enjoyed as an employee under such plans and programs immediately prior to the Extended Period), provided that if the Company can, pursuant to the terms of the Company, and continuation of 's health insurance plan, continue Executive's coverage and participation in the Company's health insurance plan as if he were an eligible employee, the last day of the Extended Period shall be treated as the date of the Executive's termination of employment solely for the purpose of determining the rights of the Executive (and his eligible dependents, if any) to COBRA continuation coverage and if Executive cannot continue to participate in the Company's health insurance plan as if he were an eligible employee, the date of termination shall be treated as the date of Executive's termination of employment for purposes of COBRA continuation coverage; provided, however, such payments and benefits on the terms and pursuant to this Section 5(c), to the extent required not paid by the Company prior to the occurrence of such event, shall not be due and payable by the Company to Executive if Executive (i) shall violate the provisions of Sections 6, 7 or 8(c) hereof or of clauses (i), (ii) or (iii) of Section 4980B 8(b) hereof or (ii) during the Extended Period shall engage in or render any services to or be employed by any Competing Business (hereinafter defined) in the Area (hereinafter defined) in the capacity of officer, managerial or executive employee, director, management consultant or shareholder (other than as the owner of less than five (5%) percent of the Internal Revenue Code shares of 1986, as amended (“Code”) and Section 601 of a publicly-owned corporation whose shares are traded on a national securities exchange or in the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall have no additional obligations under this AgreementNASDAQ National Market System.

Without Cause or for Good Reason. In If (A) the event of the termination of the Company terminates Executive’s employment during without Cause (other than due to death or Disability), or (B) Executive shall terminate her employment for Good Reason (which termination shall be treated as if the Employment Period Company constructively terminated Executive’s employment without Cause), the Company shall pay Executive: (i) by the Company without Cause, Accrued Compensation and Benefits (ii) by at the Executive for Good Reason or (iii) if the Company provides a notice of non-renewal rates in effect as of the Employment Period under Section 3, by date the Executive or the Company for any reason effective at any time Notice of Termination is given) to be paid in one lump sum amount on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(d), during the eighteen (18) months following the Date of Termination (provided, that with respect to Commissions and any accrued bonus, the Company shall pay the amounts as estimated in good faith by the Board on the Date of Termination, subject to an upward or downward adjustment thereafter based on the actual finally determined numbers); (ii) severance in an amount equal to the greater of (a) Executive’s full annual Base Salary plus Executive’s full annual base salary under Executive’s employment agreement with PRS (together with the Base Salary, the “Salary Continuation PeriodCombined Base Salary”) to be paid in one lump sum on the Executive shall receiveDate of Termination, in addition to his accrued but unused vacation and or (b) Executive’s full Combined Base Salary through for the remainder of the Term (i.e., until the third (3rd) anniversary of the Effective Date) (the “Severance Payment”) to be paid in one lump sum amount by the earlier of (x) thirty (30) days after the Date of Termination and (y) one day after the expiration of any Annual Bonus applicable revocation period for the Release (defined below); and (iii) all other benefits required by any federal or state law requiring continuation of benefits, including COBRA insurance benefits. Further, the Company shall not contest any claim by Executive for unemployment benefits. In addition, if such termination occurs while there remains any unpaid amounts under the Note, the Target Gross Profit (as defined in respect of the prior fiscal year (to the extent earned but not theretofore paid), salary continuation payments paid Note) shall be adjusted in accordance with the Company’s normal terms of the Note. Notwithstanding the foregoing, payment of all or any portion of the Severance Payment by the Company is conditioned on (x) Executive executing and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment will be payable equal delivering to the Executive’s Annual Bonus, based upon achievement Company a customary release of performance objectives as set forth all employment related claims against the Company and its affiliates in form and substance reasonably acceptable to the Program, multiplied by a fraction, the numerator of which is the number of full weeks in the period beginning on the first day of the then-current annual performance period Company and ending on the Date of Termination and the denominator of which is fifty two Executive (the “Pro Rata BonusRelease”). In addition, during ) and (y) continued compliance by Executive with the eighteen (18) month period following terms of the Date Noncompetition Agreement of Termination, the Company shall continue to provide medical benefits to the even date by Executive which are (and on terms which are) substantially similar to those provided generally to executive officers in favor of the Company pursuant to such medical plan as may be in effect from time to time and Parent (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company“Noncompetition Agreement”); provided, however, that if in the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, the Executive is obligated to promptly notify the Company event of any changes in his benefits coverage and the Company reimbursements termination described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, to the extent not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA (as such term is defined below) continuation coverage are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment by the Company without Cause or for Good Reason during the Employment Period. Except as provided in this Section 5(a‎4(d), and except for any vested benefits under any tax qualified pension plans Executive shall no longer be bound by Section 1 of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B Noncompetition Agreement. In no event will any portion of the Internal Revenue Code Severance Payment be paid before the release becomes effective under applicable law upon expiration of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall have no additional obligations under this Agreementany applicable revocation period.

Without Cause or for Good Reason. In This Agreement may be terminated by the event Company without cause on no less than three hundred sixty-five (365) days advance notice by the Company or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company or by the Executive for Good Reason. The notice from either party will specify the effective date of the Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the Executive, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable to the Company within the period of time set forth therein (without revoking it, if applicable), through the Termination Date the Company will continue to pay to the Executive an amount equal to the Base Salary as and when it would be paid to its executives generally; provide the Executive welfare benefits as generally provide to executives of the Company; and continue vesting of the Executive’s equity-based awards. On the Termination Date, the Company will provide the Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date. As used herein, “Good Reason” will mean any of the following which remains uncured by the Company for twenty (20) days after the Notice Date: (a) a substantial adverse alteration in the then-current responsibilities or reporting structure, other than as allowed in Section 1(b) hereof, of the Executive; (b) any material breach of this Agreement by the Company, including any purported termination of the Executive’s employment during which breaches this Agreement; or (c) the Employment Period (i) by failure of the Company without Cause, (ii) by the Executive for Good Reason or (iii) if the Company provides a notice to obtain from any successor an express written and unconditional assumption of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(d), during the eighteen (18) months following the Date of Termination (the “Salary Continuation Period”) the Executive shall receive, in addition to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of the prior fiscal year (to the extent earned but not theretofore paid), salary continuation payments paid in accordance with the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salaryobligations under this Agreement. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment will be payable equal Notwithstanding anything to the Executive’s Annual Bonus, based upon achievement of performance objectives as set forth contrary in the Program, multiplied by a fraction, the numerator of which is the number of full weeks in the period beginning on the first day of the then-current annual performance period and ending on the Date of Termination and the denominator of which is fifty two (the “Pro Rata Bonus”this Section 3(b)(ii). In addition, during the eighteen (18) month period following the Date of Termination, the Company shall may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide medical benefits to the Executive which are (all accrued but unpaid Base Salary and on terms which are) substantially similar to those provided generally to executive officers benefits as of the Company pursuant to date of such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company)termination; provided, however, that if in such event the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, to the extent not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA (as such term is defined below) continuation coverage are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall will not be required waiving her rights or entitlements pursuant to mitigate any damages that the Executive may incur as a result of a termination of his employment by the Company without Cause employee benefit plan or for Good Reason during the Employment Period. Except as provided in this Section 5(a), and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall have no additional obligations under this Agreementprogram or equity plan or agreement.

Without Cause or for Good Reason. In This Agreement may be terminated by the event Company without cause on no less than three hundred sixty-five (365) days advance notice by the Company or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company or by the Executive for Good Reason. The notice from either party will specify the effective date of the Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the Executive, so long as the Executive continues to abide by the provisions of Sections 5(b), 5(c) and 7 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable to the Company within the period of time set forth therein (without revoking it, if applicable), the Company will continue to pay to the Executive an amount equal to the Base Salary as and when it would be paid to its executives generally through the Termination Date. On the Termination Date, the Company will provide the Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date. As used herein, “Good Reason” will mean any of the following which remains uncured by the Company for twenty (20) days after the Notice Date: (a) a substantial adverse alteration in the then-current responsibilities of the Executive; (b) any material breach of this Agreement by the Company, including any purported termination of the Executive’s employment during which breaches this Agreement; or (c) the Employment Period (i) by failure of the Company without Cause, (ii) by the Executive for Good Reason or (iii) if the Company provides a notice to obtain from any successor an express written and unconditional assumption of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(d), during the eighteen (18) months following the Date of Termination (the “Salary Continuation Period”) the Executive shall receive, in addition to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of the prior fiscal year (to the extent earned but not theretofore paid), salary continuation payments paid in accordance with the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salaryobligations under this Agreement. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment will be payable equal Notwithstanding anything to the Executive’s Annual Bonus, based upon achievement of performance objectives as set forth in the Program, multiplied by a fraction, the numerator of which is the number of full weeks in the period beginning on the first day of the then-current annual performance period and ending on the Date of Termination and the denominator of which is fifty two (the “Pro Rata Bonus”). In addition, during the eighteen (18) month period following the Date of Termination, the Company shall continue to provide medical benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to executive officers of the Company pursuant to such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, to the extent not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA (as such term is defined below) continuation coverage are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment by the Company without Cause or for Good Reason during the Employment Period. Except as provided contrary in this Section 5(a), and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”4(b)(ii), the Company shall have no additional may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company of its obligations under herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this AgreementAgreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as of the date of such termination.

Without Cause or for Good Reason. In the event of the termination of the Executive’s employment during the Employment Period (i) by the Company without Cause, (ii) Cause or by the Executive for Good Reason or Reason, the Company’s obligations to Executive under this Agreement shall be limited to: (iii) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(d), during the eighteen (18) months following the Date of Termination (the “Salary Continuation Period”A) the Executive shall receive, in addition to his accrued but unused vacation and payment of Executive’s Base Salary through the Date date of Termination and any Annual Bonus in respect of the prior fiscal year (termination to the extent earned accrued but not theretofore paid), salary continuation payments paid by then; (B) the payment of any unused accrued PTO through the date of termination; (C) the payment of any reimbursable business expenses documented and incurred by Executive prior to termination in accordance with the Company’s normal policies in effect at such time and customary payroll practices that were not reimbursed by the Company at the same rate as time of the termination; (D) the payment of severance to Executive in an amount equal to six (6) months of the Executive’s then current Base Salary (“Severance Period”), payable over the Severance Period in substantially equal payments on the Company’s regularly scheduled payroll dates, except if such termination occurs at any time during the first year of employment, Executive’s severance payment shall be prorated to an amount equal to the number of months, or portion thereof, during which Executive was employed; (E) in addition, if the effective date of Executive’s termination occurs at any time after the first six (6) months of the Company’s then current fiscal year, the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment bonus will be payable equal to prorated for the period of Executive’s Annual Bonusemployment during the then current fiscal year (i.e., based upon achievement from the commencement of performance objectives as set forth in such fiscal year up through the Programeffective date of termination), multiplied by a fractionpayable at the time the Company normally pays such bonuses, provided that Executive will receive no bonus amount if the numerator effective date of which is the number of full weeks in the period beginning termination occurs at any time on the first day of the then-current annual performance period and ending on the Date of Termination and the denominator of which is fifty two or before such six (the “Pro Rata Bonus”)6) month period. In additionMoreover, Executive acknowledges that, during the eighteen Severance Period, Executive will not earn any bonus amount; (18F) month Executive hereby waives any other Company benefits not specifically mentioned herein, except that Executive will be offered continued health care benefits required to be offered under Federal or state law [e.g., COBRA]; and (G) in accordance with the terms of Executive’s equity award agreement(s), Executive may exercise Executive’s vested stock options for the period following of time specified under such applicable award agreement(s) after termination of employment (currently at ninety (90) days) (“Extended Period”) and upon termination of the Date Extended Period any unexercised vested stock options or other vested but unexercised equity awards automatically will be forfeited. Also, upon termination any unvested stock options or other unvested equity awards automatically will be forfeited. Executive acknowledges that, during the Severance Period, Executive will not earn or receive any further equity award grants. Except for payment under clause (C), the benefits described herein will be subject to applicable withholding and/or authorized deductions (including offsets permitted under this Agreement), as required by Company policy and/or by applicable laws and regulations and shall be paid at the time expressly set forth herein in accordance with the Company’s usual practices as they exist from time to time, subject to applicable law. No other benefits will accrue to Executive during the Severance Period. Except as specifically provided herein or otherwise provided by applicable law, as of Terminationthe date of termination, the Company’s obligations to Executive shall terminate and the Company shall continue have no further obligation to provide medical benefits to the pay Executive which are (and on terms which are) substantially similar to those provided generally to executive officers of the Company pursuant to such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, the Executive is obligated to promptly notify the Company of compensation or any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”)other amounts. The Executive also shall be entitled to reimbursement of any payments and all reasonable business expenses incurred rights provided in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, to the extent not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA clauses (as such term is defined belowD) continuation coverage through (G) hereof are subject to and conditioned upon the Executive executing a valid general release and waiver (the Release Agreement referenced in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30thSection 6(e) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment by the Company without Cause or for Good Reason during the Employment Period. Except as provided in this Section 5(a), and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall have no additional obligations under this Agreementbelow.

Without Cause or for Good Reason. In the event of the termination of the Executive’s employment during the Employment Period (i) by the Company without Cause, (ii) by the Executive for Good Reason or (iii) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(d), during the eighteen (18) months following the Date of Termination (the “Salary Continuation Period”) the Executive shall receive, in addition to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of the prior fiscal year (to the extent earned but not theretofore paid), salary continuation payments paid in accordance with the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment will be payable equal to the Executive’s Annual Bonus, based upon achievement of performance objectives as set forth in the Program, multiplied by a fraction, the numerator of which is the number of full weeks in the period beginning on the first day of the then-current annual performance period and ending on the Date of Termination and the denominator of which is fifty two (the “Pro Rata Bonus”). In addition, during the eighteen (18) month period following the Date of Termination, the Company shall continue to provide medical benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to executive officers of the Company pursuant to such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, If the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, to the extent not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA (as such term is defined below) continuation coverage are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment terminated by the Company without Cause or the Executive terminates for Good Reason Reason, in lieu of any other payments or benefits, the Executive shall be entitled to (i) receive payments of amounts due pursuant to Section 5(a) hereof, (ii) receive the Monthly Severance Payment (calculated at the time of such termination) payable for the 12 calendar month period commencing after the date of his termination of employment (the "Extended Period") paid to Executive during the Employment Period. Except Extended Period in the same manner as Base Salary was paid prior to the Executive's termination, and (iii) continuation, at the Company's expense, of the Executive's coverage in any group health plan (which may be provided in this Section 5(aby payment of COBRA continuation coverage premiums), life insurance, long-term disability and except for any vested benefits other employee benefit plans or programs, to the extent permissible under any the terms of such plans or law, at the level in effect on the Executive's date of termination until the end of the Extended Period (or shall reimburse Executive during the Extended Period on a monthly basis an amount equal to the after-tax qualified pension cost incurred by Executive to secure coverage reasonably equivalent to the coverage Executive enjoyed as an employee under such plans and programs immediately prior to the Extended Period), provided that if the Company can, pursuant to the terms of the Company, and continuation of 's health insurance plan, continue Executive's coverage and participation in the Company's health insurance plan as if he were an eligible employee, the last day of the Extended Period shall be treated as the date of the Executive's termination of employment solely for the purpose of determining the rights of the Executive (and his eligible dependents, if any) to COBRA continuation coverage and if Executive cannot continue to participate in the Company's health insurance plan as if he were an eligible employee, the date of termination shall be treated as the date of Executive's termination of employment for purposes of COBRA continuation coverage; provided, however, such payments and benefits on the terms and pursuant to this Section 5(c), to the extent required not paid by the Company prior to the occurrence of such event, shall not be due and payable by the Company to Executive if Executive (i) shall violate the provisions of Sections 6, 7 or 8(c) hereof or of clauses (i), (ii) or (iii) of Section 4980B 8(b) hereof or (ii) during the Extended Period shall engage in or render any services to or be employed by any Competing Business (hereinafter defined) in the Area (hereinafter defined) in the capacity of officer, managerial or executive employee, director, management consultant or shareholder (other than as the owner of less than five (5%) percent of the Internal Revenue Code shares of 1986, as amended (“Code”) and Section 601 of a publicly-owned corporation whose shares are traded on a national securities exchange or in the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall have no additional obligations under this AgreementNASDAQ National Market System.

Without Cause or for Good Reason. In This Agreement may be terminated by the event of Company without cause on no less than three hundred sixty-five (365) days advance notice by the termination Company, or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company, or by the Executive for Good Reason. The notice from either party will specify the effective date of the Executive’s employment during termination (the Employment Period (i) “Termination Date”). If terminated without cause by the Company without Causeor for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (iithe “Notice Date”), plus a pro rata bonus for the year in which such termination of employment occurs equal to the total value of the bonus (i.e. cash portion plus RSU portion) by paid to the Executive for the year prior to the year of termination multiplied by the ratio of the number of days the Executive was employed during the year of termination divided by 365.. This payment will be made as soon as possible, but no later than 30 days following the Notice Date. In addition, if this Agreement is terminated without cause by the Company or for Good Reason or (iiiby the Executive, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) if and 6 herein, the Company provides a notice of non-renewal of the Employment Period under Section 3, by will continue to pay to the Executive or an amount equal to the Company for any reason effective at any time on or after Base Salary as and when it would be paid to its executives generally through the Scheduled Termination Date. On the Termination Date, and in each case other than a CIC Termination described in Section 5(d), during the eighteen (18) months following the Date of Termination (the “Salary Continuation Period”) Company will provide the Executive shall receive, in addition with a lump sum cash payment equal to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of the prior fiscal year (to the extent earned but not theretofore paid), salary continuation payments paid in accordance with the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment will be payable equal to the Executive’s Annual Bonus, based upon achievement of performance objectives Salary as set forth in the Program, multiplied by a fraction, the numerator of which is the number of full weeks in the period beginning on the first day of the thenNotice Date. Furthermore, all RSUs shall fully vest upon termination of employment under this section, if not already vested, and all other equity-current annual performance period and ending on the Date of Termination and the denominator of which is fifty two based awards (the “Pro Rata Bonus”). In additionor cash equivalents, during the eighteen (18as applicable) month period following the Date of Termination, the Company shall continue to provide medical benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to executive officers vested as of the Company pursuant to Notice Date shall remain vested until paid and, if such medical plan awards have not fully vested as may be in effect from time to time of the Notice Date, an additional 12 months of vesting (it being understood that the Company may provide or such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company); provided, however, that shorter period if the Executive becomes re-employed with another employer and Notice Period is eligible less than 12 months or a shorter period is needed to receive health insurance benefits under another employer provided plan, fully vest the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein awards) shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, to the extent not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA (as such term is defined below) continuation coverage are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment by the Company without Cause or for Good Reason during the Employment Period. Except as provided in this Section 5(a), and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall have no additional obligations under this Agreementapply.

Without Cause or for Good Reason. In If the event Company terminates your employment without Cause (as defined in Exhibit A) or you terminate your employment for Good Reason, you will receive your Accrued Amounts and, provided such termination is prior to October 12, 2016, subject to your execution and delivery to the Company of a waiver and general release in the termination of form attached hereto as Exhibit C (with such changes as may be required to make the Executive’s employment during waiver and release voluntary and binding on you in accordance with applicable law) that has become effective within ninety (90) days after such termination, the Employment Period Company agrees (i) subject to Section 7(l)(ii), to pay you at the same time as such amounts would be paid to you had you remained employed by the Company without Causean amount equal to your proper monthly Base Salary (as defined herein) in effect on the date immediately prior to your termination for a period of twenty-four (24) months, subject to Section 6(m) below; provided that, subject to the delay set forth in Section 7(l)(ii), the payment of such amount shall commence on the ninetieth (90th) day after the date of such termination, which first payment shall include payment of any amounts that would otherwise be due prior thereto; (ii) by to pay you a pro-rata portion of your Bonus for the Executive for Good Reason or (iii) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(d), during the eighteen (18) months following the Date of Termination (the “Salary Continuation Period”) the Executive shall receive, in addition to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of the prior fiscal year in which such termination occurs based on actual results for such year (to determined by multiplying the extent earned but not theretofore paid), salary continuation payments paid in accordance with amount of such Bonus which would be due for the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment will be payable equal to the Executive’s Annual Bonus, based upon achievement of performance objectives as set forth in the Program, multiplied full fiscal year by a fraction, the numerator of which is the number of full weeks in days during the period beginning on fiscal year of termination that you are employed by the first day of the then-current annual performance period and ending on the Date of Termination Company and the denominator of which is fifty two 365), any such amount shall be earned and paid in accordance with Section 3(b); (iii)(A) if benefits under the Company health plans in which you participated immediately prior to the termination of your employment, or materially equivalent plans maintained by the Company in replacement thereof (the “Pro Rata BonusHealth Plans”). In addition) will not be taxable to you, during then continued coverage at the eighteen Company’s expense (18other than that set forth below) month period following under the Date Health Plans, or (B) if benefits under the Health Plans will be taxable to you, reimbursement for your premiums for continued coverage under the Health Plans in the amount that the cost of Termination, such coverage exceeds the Company shall continue to provide medical benefits to active employee rate under the Executive which are Health Plans (and as determined based on terms which are) substantially similar to those provided generally to executive officers of the Company pursuant to such medical plan as may be your premium rate in effect from time your date of termination and excluding, for purposes of calculating cost, an employee’s ability to time pay premiums with pre-tax dollars), in either case for you and your dependents until the earliest of (it being understood that x) you or your eligible dependents, as the Company case may provide such coverage by paying the Executive’s COBRA premiumsbe, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue ceasing to be employed by the Company); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, to the extent not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA (as such term is defined below) continuation coverage are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment by the Company without Cause or for Good Reason during the Employment Period. Except as provided in this Section 5(a), and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Consolidated Omnibus Budget Reconciliation Act of 1974, as amended 1985 (which provisions are commonly known as “COBRA”), (y) eighteen (18) months following the date of your termination of employment and (z) the date of your permitted entry to any future employer’s health plan upon or following your commencement of other substantially full-time employment or the equivalent (such period, the “Coverage Period”). If you receive the benefits under (iii)(A), then notwithstanding the forgoing, you shall pay the same premium amount for such coverage as you would pay if an active employee under the Health Plans (as determined based on your premium rate in effect on your date of termination and excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) and the Company portion of the premium for any such coverage shall be paid on a monthly basis. If you receive the payments under (iii)(B) then any such reimbursement payment shall be payable on the first Company payroll date for the applicable month for which such premium amount is paid. The Coverage Period shall run concurrently with the applicable continuation coverage for you and your dependents pursuant to COBRA. Notwithstanding the foregoing, if the Company terminates your employment without Cause or you terminate your employment for Good Reason at any time during the two (2) year period following a Change of Control (as defined in the Second Amended and Restated Change of Control Protection Agreement between you and the Company, dated as of October 12, 2011 (as amended or amended and restated from time to time, the “Change of Control Agreement”), (I) the Company shall have no additional obligations pay you such amounts and provide you with such benefits as provided in the Change of Control Agreement, if then in effect, in lieu of the amounts and benefits under this AgreementSections 5(c); and (II) any release requirement shall only be as required pursuant to the Change of Control Agreement then in effect. You will not be entitled to any other amounts, except with regard to indemnification and directors’ and officers’ liability insurance.

Without Cause or for Good Reason. In If, before the event first anniversary of the termination of Effective Date, the Executive’s employment during the Employment Period (i) is terminated by the Company without Cause, or by the Executive for Good Reason, the Executive shall receive the payments specified in Section 4.4.1, and, in addition, within ten days of the Executive’s delivery to the Company of a fully effective and irrevocable Release and Waiver in the form attached hereto as Exhibit A, within the applicable time period set forth therein, but in no event later than 21 days following termination of the Executive’s employment, the Executive shall receive the following: (i) a lump sum payment equal to the sum of (A) the Executive’s annual base salary then in effect and (B) the Executive’s target performance bonus then in effect, less required deductions and withholdings; (ii) accelerated time-based vesting of shares subject to all stock awards issued by the Company, for the number of shares which would have vested accordingly had the Executive continued employment with the Company for a period of 12 months after termination (for the avoidance of doubt, which shall include partial accelerated vesting of the Time-Based Shares, but not the Performance-Based Shares); and (iii) to the extent permitted under applicable law, reimbursement for or continuation of payment by the Company of its portion of the health insurance benefits provided to Executive immediately prior to termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law for a period of up to 12 months from the date of termination. For the sake of clarity, the Company shall only be obligated to pay, and the Executive shall only be entitled to receive, the payments specified in this Section 4.4.2 if the Executive’s employment is terminated by the Company without Cause, or by the Executive for Good Reason, before the first anniversary of the Effective Date. In the event the Executive’s employment is terminated by the Company without Cause, or by the Executive for Good Reason or (iii) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(d), during the eighteen (18) months following the Date of Termination (the “Salary Continuation Period”) the Executive shall receive, in addition to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect first anniversary of the prior fiscal year (to the extent earned but not theretofore paid), salary continuation payments paid in accordance with the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment will be payable equal to the Executive’s Annual Bonus, based upon achievement of performance objectives as set forth in the Program, multiplied by a fraction, the numerator of which is the number of full weeks in the period beginning on the first day of the then-current annual performance period and ending on the Date of Termination and the denominator of which is fifty two (the “Pro Rata Bonus”). In addition, during the eighteen (18) month period following the Date of TerminationEffective Date, the Company shall continue to provide medical benefits to only the Executive which are (accelerated vesting of stock awards and on terms which are) substantially similar to those provided generally to executive officers of the Company pursuant to such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, to the extent not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA (as such term is defined below) continuation coverage are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment by the Company without Cause or for Good Reason during the Employment Period. Except as provided specified in this Section 5(a), and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, 4.4.2 enumerated as amended (“Code”ii) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall have no additional obligations under this Agreementiii) above.

Without Cause or for Good Reason. (other than a CIC Termination). In the event of the termination of the Executive’s employment during the Employment Period (i) by the Company without Cause, or (ii) by the Executive for Good Reason or (iii) if the Company provides a notice of non-renewal of the Employment Period under Section 3Reason, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(d5(e), during the eighteen (18) months following the Date of Termination (the “Salary Continuation Period”) the Executive shall receive, in addition to his any accrued but unpaid Base Salary and accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of (the prior fiscal year (to the extent earned but not theretofore paid“Accrued Amounts”), salary continuation payments paid which Accrued Amounts shall be payable in a lump sum within thirty (30) days following the Date of Termination, an amount equal to one and one half times (1.5x) the sum of (A) the Executive’s then-current Base Salary and (B) the Executive’s Target Annual Bonus, payable in equal monthly installments over the eighteen (18) month period following the Date of Termination in accordance with the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment will be payable equal to the Executive’s Annual Bonus, based upon achievement of performance objectives as set forth in the Program, multiplied by a fraction, the numerator of which is the number of full weeks in the period beginning on the first 30th day of the then-current annual performance period and ending on following the Date of Termination and the denominator of which is fifty two (the “Pro Rata Bonus”)Termination. In addition, during the eighteen (18) month period following the Date of Termination, the Company shall continue to provide medical and life insurance benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to executive officers senior executives of the Company pursuant to such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by or to reimburse the Executive consistent with for the contributions required of similarly situated executives who continue to be employed by the Companyafter-tax cost thereof); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The All equity and equity-based awards, including for this purpose, the Make-Whole Award, held by the Executive also shall be entitled to reimbursement as of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policyDate of Termination, to the extent not previously reimbursedunvested, will continue to vest on the anniversary dates of grant in accordance with the terms of the original grant agreement, vested stock options held by the Executive as of the Date of Termination, if any, shall remain exercisable for the lesser of (i) one (1) year following the Date of Termination or (ii) the expiration date of the option, and stock options that vest after the Date of Termination shall remain exercisable for the lesser of (i) one (1) year following the vesting date or (ii) the expiration date of the option. The salary continuation payments, the Pro Rata Bonus amounts paid and reimbursement for COBRA (as such term is defined belowbenefits received pursuant to this Section 5(a) continuation coverage are subject to and conditioned upon (i) the Executive executing a valid general release and waiver (in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon (ii) the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment by the Company without Cause or for Good Reason during the Employment Period. Except as provided in this Section 5(a), and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall have no additional obligations under this AgreementAgreement upon the Executive’s termination.

Without Cause or for Good Reason. In the event of the termination of If (i) the Executive’s employment during the Employment Period (i) by the Company without Cause, (ii) by the Executive for Good Reason or (iii) if the Company provides Companies ceases in connection with a notice of non-renewal of the Employment Period under Section 3given by the Companies, (ii) prior to the expiration of the Employment Period, the Executive’s employment by the Companies is terminated by the Companies without Cause (as defined below), or (iii) prior to the expiration of the Employment Period, the Executive’s employment by the Companies is terminated by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(dGood Reason (as defined below), during the eighteen then (18) months following the Date of Termination (the “Salary Continuation Period”A) the Executive Employment Period shall receive, in addition be deemed to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect have ended as of the prior fiscal year (to the extent earned but not theretofore paid), salary continuation payments paid in accordance with the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment will be payable equal to the Executive’s Annual Bonus, based upon achievement of performance objectives as set forth in the Program, multiplied by a fraction, the numerator of which is the number of full weeks in the period beginning on the first day of the then-current annual performance period and ending on the Date of Termination and the denominator of which is fifty two (the “Pro Rata Bonus”). In addition, during the eighteen (18) month period following the Date of Termination, the Company shall continue to provide medical benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to executive officers of the Company pursuant to such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue ceases to be employed by the Company); providedCompanies, however, that if the (B) Executive becomes re-employed with another employer and is eligible shall be entitled to continue to receive health insurance benefits under another employer provided planhis then Base Salary from the Companies, for twelve (12) months following the effective date of such termination (which, in the case of Base Salary, shall be paid in arrears in accordance with the Companies’ general payroll practices, over the applicable period commencing on the date of such termination and subject to withholding and other appropriate deductions), (C) Executive is obligated shall be entitled to promptly notify receive the Company pro rata portion of any changes in his benefits coverage earned but unpaid Bonus for the year of termination and any then accrued but unpaid Bonus for any fiscal year which ended prior to the Company reimbursements described herein date of termination, each of which shall terminate be payable on the date that any such Bonus would have otherwise been payable and subject to withholding and other appropriate deductions, (the “Continued Healthcare Benefit”). The D) Executive also shall be entitled to reimbursement as provided in Section 3(e) for any unreimbursed Expenses properly incurred through the date of any termination and (E) Executive and his spouse and eligible children shall be entitled to continue to participate, at the Companies’ cost, in the Companies’ health plan or the Companies shall reimburse Executive for the cost of Executive and his spouse and eligible children receiving health insurance through COBRA or otherwise, for twelve (12) months following the effective date of such termination. As a condition to receiving such payments relating to periods following the date of such termination, Executive shall sign a release (covering all reasonable business expenses incurred matters relating to his employment, and, in connection with the Executive’s duties and responsibilities under this Agreement event the Executive sells his securities in accordance with Company policythe Companies, to the extent not previously reimbursedCompanies covering all matters), with such release becoming irrevocable within thirty (30) days of Executive’s termination in favor of the Company Parties and their affiliates in such form as the Companies shall reasonably request. The salary continuation paymentsIn the event the above-referenced thirty (30) days period falls into two (2) calendar years, the Pro Rata Bonus and reimbursement for COBRA (as such term is defined below) continuation coverage are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive payment shall not be required to mitigate any damages that commence until the Executive may incur as a result of a termination of his employment by the Company without Cause or for Good Reason during the Employment Period. Except as provided in this Section 5(a), and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall have no additional obligations under this Agreementsecond calendar year.

Without Cause or for Good Reason. In If Executive is involuntarily terminated by the event of the termination of the Executive’s employment during the Employment Period Company Without Cause or if Executive resigns for Good Reason, (i) by Executive shall be entitled to continue to receive his Base Salary (as in effect on the Company without CauseTermination Date) for thirty-six (36) months following the Termination Date (such date, the “End Date”) so long as Executive has not breached the provisions of paragraphs 6, 7 or 8, (ii) by the Company will maintain in full force and effect, for Executive’s continued benefit, until the End Date, all life, medical and dental insurance programs in which Executive for Good Reason or was entitled to participate so long as his continued participation is possible under the general terms and provisions of such programs (provided that, in the event Executive’s participation in any such program is barred, the Company will arrange to provide Executive with benefits substantially similar to those which he was entitled to receive under such program), (iii) notwithstanding any provision in the Annual Cash Bonus Plan to the contrary, Executive shall become fully vested and have a non-forfeitable interest in the benefit which he would have received for the plan year during which the Termination Date occurs (which determination may take into account whether Company performance goals established by the plan or its administrator for such year have been met, but which may not take into account whether personal performance goals established by the plan or its administrator for such year have been met) if he were employed by the Company provides a notice on the last day of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Datesuch plan year), and in each case other than a CIC Termination described in Section 5(d), during (iv) Executive will be entitled to service credit under the eighteen (18) months following the Date of Termination (the “Salary Continuation Period”) the Executive shall receive, in addition to his accrued but unused vacation and Base Salary Supplemental Retirement Agreement through the Date of Termination and any Annual Bonus End Date. The amounts payable in respect of accrued benefits under the prior fiscal year (to Annual Cash Bonus Plan shall be payable at the extent earned but not theretofore paid)time provided for in, salary continuation payments paid and in accordance with the Company’s normal and customary payroll practices provisions of, the Annual Cash Bonus Plan. The amounts payable pursuant to this paragraph 5(c) in respect of Base Salary may be payable, at the same rate as the Executive’s annual discretion (but only to the extent the availability of such discretion, even if not exercised, would not result in Executive being required to include in come the amounts otherwise payable in the future under this paragraph 5(c) in respect of Base Salary. On the date that bonuses are otherwise paid to participants ), in the Program, a single one lump sum payment will be payable within thirty (30) days following the Termination Date equal to the present value (determined using a discount rate equal to the “prime” rate of interest charged by Chase Manhattan Bank plus two percentage points) of the payments otherwise payable pursuant to this paragraph 5(c). This paragraph 5(c) sets forth Executive’s Annual Bonus, based upon achievement of performance objectives as set forth in the Program, multiplied by a fraction, the numerator of which is the number of full weeks in the period beginning on the first day of the then-current annual performance period and ending on the Date of Termination and the denominator of which is fifty two (the “Pro Rata Bonus”). In addition, during the eighteen (18) month period following the Date of Termination, the Company shall continue to provide medical benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to executive officers of the Company pursuant to such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, to the extent not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement exclusive remedy for COBRA (as such term is defined below) continuation coverage are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination of his employment by the Company without Without Cause or for Good Reason during the Employment Period. Except as provided in this Section 5(a), and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company Executive shall have no additional obligations other right or remedy against the Company in connection therewith. Notwithstanding the payment provisions of this paragraph 5(c) if at the relevant time Executive is a “specified employee” as that term is used in Section 409A of the Code, the commencement of payments under this Agreement.paragraph 5(c) shall be deferred to the extent, if any, required to comply with the “specified employee” rules of Section 409A.

Without Cause or for Good Reason. In If during the event of two (2) year period following a Change in Control, the termination of Company terminates the Executive’s employment during without Cause or the Employment Period Executive terminates employment for Good Reason, the Executive shall be entitled to receive (A) Accrued Obligations; (B) a lump sum amount equal to the sum of (i) the product of two (2), multiplied by the Company without CauseExecutive’s Highest Base Salary, plus (ii) the product of two (2), multiplied by the Executive for Good Reason or Executive’s Highest Bonus, plus (iii) the Tax Reimbursement Payment payable in accordance with Section 3 below, if the Company provides a notice of non-renewal of the Employment Period under Section 3any; (C) Accrued Benefits, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(d), during the eighteen (18) months following the Date of Termination (the “Salary Continuation Period”) the Executive which shall receive, in addition to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of the prior fiscal year (to the extent earned but not theretofore paid), salary continuation payments be paid in accordance with the Company’s normal terms of the applicable plans, practices, programs or policies; (D) two years additional service and customary payroll practices compensation credit (at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment will be payable equal to the Executive’s Annual Bonus, based upon achievement of performance objectives as set forth in the Program, multiplied by a fraction, the numerator of which is the number of full weeks in the period beginning on the first day of the then-current annual performance period and ending on the Date of Termination and the denominator of which is fifty two (the “Pro Rata Bonus”). In addition, during the eighteen (18then compensation level) month period following the Date of Termination, the Company shall continue to provide medical benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to executive officers for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company pursuant to such medical (a “Pension Plan”), which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company’s defined benefit plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying covering the Executive’s COBRA premiums, less any contribution required by the Executive consistent with the contributions required of similarly situated executives who continue to be employed by the Company); provided, however, that if any Pension Plan maintained by the Company immediately prior to a Change in Control is terminated on or after the Change in Control and before the date the Executive’s employment terminates, then the amount payable under clause B above shall be increased by amount equal to the excess of (x) the amount the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall would be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Agreement in accordance with Company policy, receive pursuant to the extent terms of the terminated plan if the plan had not previously reimbursed. The salary continuation payments, the Pro Rata Bonus been terminated and reimbursement for COBRA (as such term is defined below) continuation coverage are subject to and conditioned upon the Executive executing a valid general release had received additional service and waiver (in the form acceptable compensation credit pursuant to the Company), waiving all claims provisions of this clause (D) and (y) benefits the Executive may have against received or will receive pursuant to the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before terminated plan; (E) an amount equal to two multiplied by the thirtieth (30th) day following maximum annual Company contribution then in effect at the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result time of a termination Change in Control under any type of qualified or nonqualified 401(k) plan (assuming Executive deferred the maximum amount and earns his employment then current salary); (F) for a two year period after the Termination’s Date or such longer period as may be provided by the Company without Cause or for Good Reason during the Employment Period. Except as provided in this Section 5(a), and except for any vested benefits under any tax qualified pension plans terms of the Companyappropriate plan, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986program, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”)practice or policy, the Company shall continue to provide Welfare Benefits to the Executive and/or the Executive’s family at least equal to those which would have no additional obligations been provided to them in accordance with such plans, programs, practices and policies; and (G) accelerated vesting of all equity compensation under this Agreementany equity based compensation plans, programs or policies of the Company. Payments under (F) above may at the discretion of the Company be made by continuing participation of Executive in the Welfare Benefits as a terminee, by paying the applicable COBRA premium for Executive and his dependents, or by covering Executive and his dependents under substitute arrangements.