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

Without Cause or for Good Reason. In the event that the Company terminates the Executive’s employment hereunder without Cause, or the Executive terminates his employment hereunder for Good Reason, in each case other than a CIC Termination, the Executive shall be entitled to (i) within thirty (30) days following the date of termination of employment, the Accrued Amounts; (ii) any earned but unpaid Annual Bonus for the preceding fiscal year on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) an amount equal to twelve (12) months’ Base Salary, payable in twelve (12) equal monthly installments in accordance with the Company’s customary payroll practices; (iv) an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care coverage for himself and any of his eligible dependents for up to twelve (12) months under the Company’s group health plans pursuant to the continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (the “Health Continuation Benefit”); and (vi) payments with respect to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash Bonus”) that would otherwise have been paid within twelve (12) months following the date of termination, to be paid within thirty (30) days following the date of termination; provided, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b) other than the Accrued Amounts are subject to and conditioned upon (x) the Executive’s execution of a valid general release and waiver (in a form reasonably acceptable to the Company) within thirty (30) days following the date of termination, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors (the “Release”), and such waiver becoming effective, and (y) the Executive’s compliance with any restrictive covenants to which he may be subject pursuant to Sections 7, 8 and 9 hereof (the “Restrictive Covenants”, and the conditions in (x) and (y), the “Conditions”). The Executive shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6(b), regardless of the time that would otherwise remain in the Term had the Term not been terminated hereunder.

Without Cause or for Good Reason. In the event that the Company terminates If the Executive’s employment engagement hereunder is terminated by the Company without Cause, Cause or by the Executive terminates his employment hereunder for Good Reason, in each case other than a CIC Termination, the Executive shall be entitled receive the following: (A) the payments and benefits described in Section 10(c)(i) above, (B) notwithstanding any provision of any plan or agreement to the contrary, all options to purchase Common Stock and other stock-based awards for the benefit of Executive granted by the Company shall immediately vest and become exercisable in full (i) within thirty (30) days following and shall remain exercisable for the shorter of 36 months after such termination, the expiration of the maximum original term of such option or, so as to avoid the application of Section 409A of the Code to such option, the tenth anniversary of the grant date of termination of employmentsuch option) and/or all restrictions on such stock-based awards shall lapse, the Accrued Amounts; as applicable, (ii) any earned but unpaid Annual Bonus for the preceding fiscal year on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iiiC) an amount equal to twelve the Bonus awarded to the Executive for the most recent completed calendar year (12a “Completed Year”) months’ Base Salaryfor which a Bonus was determined by the Board and, payable in twelve the event of a termination by the Company without Cause or by the Executive for Good Reason occurring after a Completed Year but prior to the determination by the Board of the Bonus for the Completed Year, a Bonus for the Completed Year in an amount not less than the target Bonus provided by Section 4(b) above, and (12) equal monthly installments in accordance with the Company’s customary payroll practices; (ivD) an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care coverage for himself and any of his eligible dependents for up to twelve (12) months under the Company’s group health plans pursuant amount equal to the continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (the “Health Continuation Benefit”); and (vi) payments with respect to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash Bonus”) Base Salary that would otherwise have been paid within payable during the 24 month period following the date of termination, at the rate in effect at the date of termination. In addition, until the earlier of twelve (12) months following the effective date of terminationthe termination by the Company without Cause or by the Executive for Good Reason, or when provided by a successor employer, the Company shall make COBRA payments to be paid within thirty (30) days following the date of termination; provided, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b) other than the Accrued Amounts are subject to and conditioned upon (x) the continue Executive’s execution of a valid general release medical, dental and waiver vision benefits (in a form reasonably acceptable or pay Executive an amount equivalent to such COBRA payments) and shall make payments to continue Executive’s term life insurance (or pay Executive an amount equivalent to the Company) within thirty (30) days following the date of premiums in effect prior to termination, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors (the “Release”). Subject to Section 10(f), and such waiver becoming effective, and any amounts payable under subsections (y) the Executive’s compliance with any restrictive covenants to which he may be subject pursuant to Sections 7, 8 and 9 hereof (the “Restrictive Covenants”, and the conditions in (xC) and (y), the “Conditions”). The Executive D) above shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6(b), regardless paid as follows: 50% within five business days of the time that would otherwise remain in termination date and 50% on the Term had next business day after the Term not been terminated hereundersix month anniversary of the termination date, and each such payment is hereby designated a “separate payment” for purposes of Section 409A of the Code.

Without Cause or for Good Reason. In the event that the Company terminates the Executive’s employment hereunder without Cause, or the Executive terminates his employment hereunder for Good Reason, in each case other than a CIC Termination, the Executive shall be entitled to (i) the Accrued Amounts, payable within thirty (30) days following the date of termination of employment, the Accrued Amounts; (ii) any earned but unpaid Annual Bonus for the preceding fiscal year on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) an amount equal to twelve (12) months’ Base Salary, payable in twelve (12) equal monthly installments in accordance with the Company’s customary payroll practices; (iv) an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; and (v) continued health care coverage for himself and any of his eligible dependents for up to twelve (12) months under the Company’s group health plans pursuant to the continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (the “Health Continuation Benefit”); and (vi) payments with respect to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash Bonus”) that would otherwise have been paid within twelve (12) months following the date of termination, to be paid within thirty (30) days following the date of termination; provided, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b) other than the Accrued Amounts are subject to and conditioned upon (x) the Executive’s execution of a valid general release and waiver (in a form reasonably acceptable to the Company) within thirty (30) days following the date of termination, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers officers, and directors (the “Release”), and such waiver becoming effective, and (y) the Executive’s compliance with any restrictive covenants to which he may be subject pursuant to Sections 7, 8 8, and 9 hereof (the “Restrictive Covenants”, and the conditions in (x) and (y), the “Conditions”). The Executive shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6(b), regardless of the time that would otherwise remain in the Term had the Term not been terminated hereunder.

Without Cause or for Good Reason. In the event that the Company terminates If the Executive’s employment engagement hereunder is terminated by the Company without Cause, Cause or by the Executive terminates his employment hereunder for Good Reason, in each case other than a CIC Termination, the Executive shall be entitled receive the following: (A) the payments and benefits described in Section 10(c)(i) above, (B) notwithstanding any provision of any plan or agreement to the contrary, all options to purchase Common Stock and other stock-based awards for the benefit of Executive granted by the Company shall immediately vest and become exercisable in full (i) within thirty (30) days following and shall remain exercisable for the shorter of 36 months after such termination, the expiration of the maximum original term of such option or, so as to avoid the application of Section 409A of the Code to such option, the tenth anniversary of the grant date of termination of employmentsuch option) and/or all restrictions on such stock-based awards shall lapse, the Accrued Amounts; as applicable, (ii) any earned but unpaid Annual Bonus for the preceding fiscal year on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iiiC) an amount equal to twelve the Bonus awarded to the Executive for the most recent completed calendar year (12a “Completed Year”) months’ Base Salaryfor which a Bonus was determined by the Board and, payable in twelve the event of a termination by the Company without Cause or by the Executive for Good Reason occurring after a Completed Year but prior to the determination by the Board of the Bonus for the Completed Year, a Bonus for the Completed Year in an amount not less than the target Bonus provided by Section 4(b) above, and (12) equal monthly installments in accordance with the Company’s customary payroll practices; (ivD) an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care coverage for himself and any of his eligible dependents for up to twelve (12) months under the Company’s group health plans pursuant amount equal to the continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (the “Health Continuation Benefit”); and (vi) payments with respect to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash Bonus”) Base Salary that would otherwise have been paid within payable during the 24 month period following the date of termination, at the rate in effect at the date of termination. In addition, until the earlier of twelve (12) months following the effective date of the termination by the Company without Cause or by the Executive for Good Reason, or when provided by a successor employer, the Company shall make COBRA payments to continue Executive’s medical, dental and vision benefits (or pay Executive an amount equivalent to such COBRA payments) and shall make payments to continue Executive’s term life insurance (or pay Executive an amount equivalent to the premiums in effect prior to termination). Subject to Section 10(f), to any amounts payable under subsections (C) and (D) above shall be paid as follows: 50% within thirty (30) five business days following the date of termination; provided, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release shall not be made or provided until termination date and 50% on the fortieth (40th) next business day following the date six month anniversary of such the termination of employment. The payments and benefits provided under this Section 6(b) other than the Accrued Amounts are subject to and conditioned upon (x) the Executive’s execution of a valid general release and waiver (in a form reasonably acceptable to the Company) within thirty (30) days following the date of termination, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors (the “Release”)date, and each such waiver becoming effective, and (y) the Executive’s compliance with any restrictive covenants to which he may be subject pursuant to Sections 7, 8 and 9 hereof (the payment is hereby designated a “Restrictive Covenants”, and the conditions in (x) and (y), the “Conditions”). The Executive shall not be entitled to any other compensation or benefits not expressly provided separate payment” for in this purposes of Section 6(b), regardless 409A of the time that would otherwise remain in the Term had the Term not been terminated hereunderCode.

Without Cause or for Good Reason. The Employment Term and the Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Bank without Cause. In the event that the Company terminates the Executive’s employment hereunder without Cause, or the Executive terminates his employment hereunder for Good Reason, in each case other than a CIC Terminationof such termination, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's continued compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and his execution of a release of claims in favor of the Corporation and the Bank, its affiliates and their respective officers and directors in substantially the form attached hereto as Exhibit B (ithe "Release") and such Release becoming effective within thirty (30) days following the date of termination of employmentTermination Date (such thirty (30)-day period, the Accrued Amounts; (ii) any earned but unpaid Annual Bonus for the preceding fiscal year on the date such amount would otherwise have been paid (without regard to whether "Release Execution Period"), the Executive is shall be entitled to receive his normal Base Salary Payments that Executive would have earned had he remained employed on until the date such Annual Bonus is paid); greater of (iiii) an amount equal to twelve (12) months’ Base Salary, payable in twelve (12) equal monthly installments in accordance with the Company’s customary payroll practices; (iv) an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care coverage for himself and any of his eligible dependents for up to twelve (12) months under from the Company’s group health plans pursuant to Termination Date, and (ii) the continuation of coverage provisions contained in Sections 601 through 608 end of the Employee Retirement Income Security Act of 1974, as amended (Employment Term. In the “Health Continuation Benefit”); and (vi) payments with respect to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash Bonus”) that would otherwise have been paid within twelve (12) months following the date of termination, to be paid within thirty (30) days following the date of termination; provided, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b) other than the Accrued Amounts are subject to and conditioned upon (x) event the Executive’s execution of a valid general release and waiver (in a form reasonably acceptable to the Company) within thirty (30) days following the date of termination, waiving all claims employment is terminated by the Executive may have against for Good Reason or by the Company, its successors, assigns, affiliates, executives, officers and directors Bank without Cause on or within one (1) year following a change in control of the “Release”), and such waiver becoming effective, and Corporation or the Bank (y) the Executive’s compliance with any restrictive covenants to which he may be subject pursuant to Sections 7, 8 and 9 hereof (the “Restrictive Covenants”, and the conditions in (x) and (yas defined under Code Section 409A), the “Conditions”). The Executive shall not instead be entitled to receive, within sixty (60) days of such termination, a lump sum payment equal to the greater of: (i) twenty-four (24) months of his normal Base Salary Payments; or (ii) his normal Base Salary Payments that Executive would have earned had he remained employed until the end of the Employment Term. The treatment of any other compensation outstanding equity awards shall be determined in accordance with the terms of the 2009 LTIP and the applicable award agreements. In the event that Executive violates the provisions of Section 6, Section 7, Section 8 or benefits not expressly provided for in Section 9 of this Agreement, the Company and the Bank may cease making the payments due to Executive pursuant to this Section 6(b), regardless of the time that would otherwise remain in the Term had the Term not been terminated hereunder5.2.

Without Cause or for Good Reason. In the event that of the Company terminates termination of the ExecutiveEmployee’s employment hereunder during the Employment Period by the Employer without Cause, Cause or by the Executive terminates his employment hereunder Employee for Good Reason, in each case other than a CIC Termination, the Executive Employer shall be entitled pay to the Employee (i) within thirty (30) days following the Date of Termination (but, with respect to the Accrued Bonus (as defined below) in no event later than the date that is two and one-half months following the end of termination the fiscal year with respect to which it was earned), (A) Employee’s accrued but unused vacation, (B) Employee’s Base Salary through the Date of employmentTermination (to the extent not theretofore paid), (C) any unreimbursed business expenses properly incurred by Employee in accordance with Section 2(h) hereof (provided that claims for such expenses are submitted to the Employer within forty-five (45) days following the Date of Termination), and (D) any Bonus (as described in Section 2(b) herein) earned by the Employee in respect of the fiscal year ending before the Date of Termination, but not yet paid to the Employee (an “Accrued Bonus”) (collectively, the “Accrued Amounts; Obligations”), (ii) any earned but unpaid Annual a pro rata Bonus for the preceding fiscal year in which the Date of Termination occurs equal to the product of the Bonus that the Employee would have earned for such fiscal year pursuant to Section 2(b) herein and a fraction, the numerator of which is the number of calendar days beginning on the first day of the Employer’s fiscal year in which the Date of Termination occurs and ending on and including the Date of Termination and the denominator of which is 365 (“Pro-Rata Bonus”), such Pro-Rata Bonus to be paid on the date such amount would annual bonuses are otherwise have been paid to other executive officers of the Employer (without regard to whether the Executive is employed on but in no event later than the date such Annual Bonus that is paid); (iii) an amount equal to twelve (12) months’ Base Salary, payable in twelve (12) equal monthly installments in accordance with two and one-half months following the Company’s customary payroll practices; (iv) an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care coverage for himself and any of his eligible dependents for up to twelve (12) months under the Company’s group health plans pursuant to the continuation of coverage provisions contained in Sections 601 through 608 end of the Employee Retirement Income Security Act fiscal year in which the Date of 1974, as amended (the “Health Continuation Benefit”Termination occurs); and (viiii) payments with respect to any declared cash bonus as described in the Company’s 8a lump-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash Bonus”) that would otherwise have been paid within twelve (12) months following the date of termination, to be paid sum payment payable within thirty (30) days following after the date Date of termination; providedTermination equal to one times the Employee’s Base Salary (as in effect immediately prior to the Date of Termination) (“Severance Payment”). Notwithstanding the foregoing, that any payment that would otherwise have been made but that is conditioned upon by the execution and effectiveness Employer of the Release shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments Pro-Rata Bonus and benefits provided under this Section 6(b) other than the Accrued Amounts Severance Payment are subject to and conditioned upon (x) the Executive’s execution of Employee executing a valid general release and waiver (in a form reasonably acceptable satisfactory to the Company) within thirty (30) days following the date of terminationEmployer), waiving all claims the Executive Employee may have against the CompanyEmployer, its successors, assigns, affiliates, executivesemployees, officers and directors (the “Release”), and such waiver becoming effective, and (y) the Executive’s compliance with any restrictive covenants to which he may be subject pursuant to Sections 7, 8 and 9 hereof (the “Restrictive Covenants”, and the conditions directors. Except as provided in (x) and (ythis Section 5(a), the “Conditions”). The Executive Employer shall have no additional obligations under this Agreement (except as specifically provided elsewhere in this Agreement) and the Employee shall not be entitled to any other compensation severance or similar benefits not expressly provided for in this Section 6(b)under any other plan, regardless program, policy or agreement (including, without limitation, any applicable severance plan of the time that would otherwise remain in the Term had the Term not been terminated hereunderEmployer).

Without Cause or for Good Reason. In the event that the Company terminates the Executive’s employment hereunder without CauseCause (which shall include the Company’s election not to renew and/or extend the Agreement where the Executive is willing to extend the Term, as provided in Section 1, on the Agreement’s existing terms and the Executive is employed through the remainder of the then-current Term, it being understood that Sections 5 and 6 shall continue to apply in accordance with their terms and it being understood that following the end of the then-current tern, the Executive’s employment shall have terminated), or the Executive terminates his employment hereunder for Good Reason, in each case other than within the two (2) year period following a CIC TerminationChange in Control, the Executive shall be entitled to (i) within thirty (30) days following the date of termination of employment, the Accrued Amounts; (ii) any earned but unpaid Annual Bonus for the preceding fiscal year on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) an amount equal to the sum of (A) eighteen (18) months of the Executive’s Base Salary and (B) one and one half (1.5) times the Executive’s then current Target Bonus, payable in equal installments over the twelve (12) months’ Base Salary, payable in twelve month period following the date of termination (12the “Severance Period”) equal monthly installments in accordance with the Company’s customary payroll practices; (iv) an additional twelve eighteen (1218) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care elect to continue coverage for himself and any of his eligible dependents (but in no event for up to twelve (12more than 18 months after the date of the Executive’s termination of employment) months under the Company’s group health plans pursuant to the continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended amended, and the Executive’s premiums for such coverage shall be no greater than that charged by the Company generally to its active executive employees for coverage under such plans (the “Health Continuation Benefit”); and (vi) payments with respect to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash Bonus”) that would otherwise have been paid within twelve eighteen (1218) months following the date of termination, to be paid within thirty (30) days following the date of termination; provided, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b) other than the Accrued Amounts are subject to and conditioned upon (x) the Executive’s execution of a valid general release and waiver (in a form reasonably acceptable to the Company) within thirty (30) days following the date of termination, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors (the “Release”), and such waiver becoming effective, and (y) the Executive’s compliance with any restrictive covenants to which he may be subject pursuant to Sections 7, 8 and 9 hereof (the “Restrictive Covenants”), provided that to the extent the Executive inadvertently breaches any of the Restrictive Covenants set forth in Sections 7 and 9(a) hereof and such breach is reasonably susceptible to cure, the Executive shall be given a reasonable opportunity, not to exceed ten (10) days, to cure such breach (the conditions in (x) and (y), the “Conditions”). The Executive shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6(b), regardless of the time that would otherwise remain in the Term had the Term not been terminated hereunder.

Without Cause or for Good Reason. In the event that of the Company terminates termination of the Executive’s employment hereunder during the Term of Employment by the Company without CauseCause or by the Executive, or the Executive terminates his employment hereunder for Good Reason, in each case other than a CIC Termination, the Executive shall be entitled to (i) a payment, within thirty ten (3010) days following the date Date of termination Termination, of employmentBase Salary through the Date of Termination (to the extent not theretofore paid), for any accrued vacation pay, and any unreimbursed expenses under Sections 2(c), (d) and (f) hereof, (collectively, the “Accrued Amounts; Obligations”) and (ii) any earned but unpaid Annual Bonus for the preceding fiscal year on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) an amount equal to twelve (12) months’ Base Salary, payable in twelve (12) equal monthly installments in accordance with the Company’s customary payroll practices; (iv) an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care coverage for himself and any of his eligible dependents for up to twelve (12) months under the Company’s group health plans pursuant subject to the continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974effectiveness, as amended (the “Health Continuation Benefit”); and (vi) payments with respect to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash Bonus”) that would otherwise have been paid within twelve (12) months following the date of termination, to be paid within thirty (30) 60 days following the date Date of termination; providedTermination, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b) other than the Accrued Amounts are subject to and conditioned upon (x) the Executive’s execution of a valid general release and waiver (in a form reasonably acceptable to the Company) within thirty (30) days following the date of termination, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, affiliates and their respective officers and directors related to the Executive’s employment, in the form annexed as Exhibit A (but excluding (1) his rights to receive the benefits provided under this Agreement or under any and all equity agreements entered into in connection herewith or in connection with the predecessor of this Agreement and, to the extent then in effect, the Stockholders’ Agreement, (2) his rights with respect to related investments in the Company and (3) his rights to be indemnified in accordance with the provisions of the Company’s charter and bylaws and to receive any benefits to which he is entitled under the Company’s directors’ and officers’ liability insurance policies, all in accordance with Section 8 hereof (collectively, the “ReleaseExcluded Obligations”)), and subject to the Executive’s compliance with the terms and conditions contained in this Agreement, (A) a payment equal to one year’s Base Salary and Target Bonus, one-half of such waiver becoming effectivepayment will be paid on the first business day that is six months and one day following the Date of Termination and the remaining one-half of such payment will be paid in six equal monthly installments commencing on the first business day of the seventh calendar month following the Date of Termination; (B) a payment equal to the product of (x) the Bonus, if any, that the Executive would have earned based on the actual achievement of applicable performance objectives in the performance year in which the Date of Termination occurs had Executive’s employment with the Company not been terminated, and (y) a fraction, the Executivenumerator of which is the number of days from the beginning of such year through the Date of Termination, and the denominator of which is 365, which will be paid when annual bonuses are generally paid to employees of the Company, but in no event later than the date that is 2.5 months following the end of the year in which the Date of Termination occurs; (C) the immediate vesting of such portion of the Company restricted stock granted to the Executive as provided in and pursuant to the terms of the Restricted Stock Agreements between the Parent and the Executive under the Company’s compliance with any restrictive covenants to which he 2003 Equity Incentive Plan as it may be subject pursuant amended from time to Sections 7, 8 and 9 hereof time (the “Restrictive CovenantsEquity Plan”, and the conditions in (x) and (y), D) the “Conditions”)immediate vesting of such portion of the options granted to the Executive as provided in and pursuant to the terms of the Stock Option Grant Agreements between the Parent and the Executive under the Equity Plan. The Company shall have no additional obligations under this Agreement, but the Executive shall retain all rights with respect to the Excluded Obligations in accordance with the terms of the agreements under which such obligations are provided. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6(b)reduced, regardless of whether the time that would otherwise remain in the Term had the Term not been terminated hereunderExecutive obtains other employment or is engaged to perform other services.

Without Cause or for Good Reason. In no way limiting the event that Company’s policy of employment at-will, if Employee’s employment is terminated by the Company terminates within the Executive’s employment hereunder first year following the Start Date and such termination is without Cause, Cause or the Executive terminates his employment hereunder for Good ReasonReason the Company will offer Employee the below “Severance.” As a condition to Employee’s receipt of such Severance, in each case other than a CIC TerminationEmployee is required to comply with Employee’s continuing obligations (including without limitation the return of any Company property, the Executive shall be entitled adherence to the covenants set forth in the Confidentiality Agreement, and the non-solicitation obligations herein and therein), resign from all positions Employee holds with the Company, and execute the Company’s standard form of release agreement not later than sixty (i) within thirty (3060) days following Employee’s termination date, releasing any and all known and unknown claims Employee may have against the Company. Such Severance will involve the continued payment to Employee of his Base Salary, as in effect immediately prior to such termination, for the six (6) month period following such termination. Such salary will be paid out according to the Company’s regular payroll schedule commencing as of the effective date of the release, as well as all other unpaid amounts, if any, that Employee has earned as of the date of termination under any compensation plan or program of employmentthe Company, at the time such payments are or become due. As part of Employee’s Severance and upon his timely election to continue his existing health benefits under COBRA, the Accrued Amounts; Company will pay the insurance premiums to continue Employee’s existing health benefits (iiincluding coverage of Employee’ family, if applicable) any earned but unpaid Annual Bonus for the preceding fiscal year on the date such amount would otherwise have been paid six (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) an amount equal to twelve (12) months’ Base Salary, payable in twelve (12) equal monthly installments in accordance with the Company’s customary payroll practices; (iv) an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care coverage for himself and any of his eligible dependents for up to twelve (12) months under the Company’s group health plans pursuant to the continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (the “Health Continuation Benefit”); and (vi) payments with respect to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash Bonus”) that would otherwise have been paid within twelve (126) months following the date of termination, to be paid within thirty (30) days following Employee’s employment with the date of terminationCompany terminates; provided, however, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness Company may unilaterally amend this provision to the extent it deems necessary to avoid the imposition of excise taxes or similar charges on the Company under Section 4980D of the Release shall not be made Code or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b) other than the Accrued Amounts are subject to and conditioned upon (x) the Executive’s execution of a valid general release and waiver (in a form reasonably acceptable to the Company) within thirty (30) days following the date of termination, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors (the “Release”), and such waiver becoming effective, and (y) the Executive’s compliance with any restrictive covenants to which he may be subject pursuant to Sections 7, 8 and 9 hereof (the “Restrictive Covenants”, and the conditions in (x) and (y), the “Conditions”). The Executive shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6(b), regardless of the time that would otherwise remain in the Term had the Term not been terminated hereunderotherwise.

Without Cause or for Good Reason. In the event that the Company terminates The Term and the Executive’s employment hereunder may be terminated by the Executive for Good Reason or by the Companies without Cause, or . In the Executive terminates his employment hereunder for Good Reason, in each case other than a CIC Terminationevent of such termination, the Executive shall be entitled to (i) within thirty (30) days following the date of termination of employment, the Accrued Amounts; (ii) any earned but unpaid Annual Bonus for the preceding fiscal year on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) an amount equal to twelve (12) months’ Base Salary, payable in twelve (12) equal monthly installments in accordance with the Company’s customary payroll practices; (iv) an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care coverage for himself and any of his eligible dependents for up to twelve (12) months under the Company’s group health plans pursuant to the continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (the “Health Continuation Benefit”); and (vi) payments with respect to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash Bonus”) that would otherwise have been paid within twelve (12) months following the date of termination, to be paid within thirty (30) days following the date of termination; provided, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b) other than receive the Accrued Amounts are and, subject to the Executive’s compliance with the Covenants Agreements and conditioned upon (x) the Executive’s execution of a valid general release of claims in favor of the Companies, its or their Affiliates and waiver (its or their respective officers and directors in a form reasonably acceptable to provided by the Company) within thirty (30) days following the date of termination, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors Companies (the “Release”) and such Release becoming effective within sixty (60) days following the Termination Date (such sixty (60)-day period, the “Release Execution Period”), and such waiver becoming effective, and the Executive shall be entitled to receive the following: 1. a severance payment equal to [one (y) 1)] times the sum of the Executive’s compliance then-current Base Salary (prior to a material reduction described in Section V.A.3.a above) for the year in which the Termination Date occurs, which shall be paid on the Companies’ regular payroll dates over a period of eighteen (18) months, beginning with any restrictive covenants to which he may the first regular payroll date that occurs on or after sixty (60) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be subject pursuant to Sections 7, 8 made until the beginning of the second taxable year. 2. If the Executive timely and 9 hereof properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (the “Restrictive CovenantsCOBRA”, and the conditions in (x) and (y), the “Conditions”)Companies shall reimburse the Executive for a portion of the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company. Such reimbursement shall be paid to the Executive on the thirtieth (30th) day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall not be entitled eligible to any receive such reimbursement until the earliest of: (i) the twelve (12)-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other compensation or benefits not expressly provided for in source. Notwithstanding the foregoing, if the Companies’ making payments under this Section 6(bV.B would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), regardless or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section V.B in a manner as is necessary to comply with the ACA. 3. If the Executive is not a participant in a health insurance plan offered by the Companies as of the time that Termination Date, the Companies shall reimburse the Executive for a portion of the reasonable and documented monthly premium paid by the Executive to maintain different health insurance for the Executive and the Executive’s dependents in an amount no greater than would otherwise remain have been provided to the Executive if the Executive had elected COBRA continuation coverage under Section V.B, for a participant in the Term had “base” health insurance plan offered by the Term not been terminated hereunder.Company. Such reimbursement shall be paid to the Executive on the thirtieth (30th) day of the month immediately following the month in which the Executive submits documentation to the Company of the Executive’s timely remittance of the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelve (12)-month anniversary of the Termination Date and (ii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. 4. The treatment of any outstanding equity awards shall be determined in accordance with the terms of the Stock Plan and applicable award agreements. C.

Without Cause or for Good Reason. In the event that the Company terminates the Executive’s employment hereunder without CauseCause (which shall include the Company’s election not to renew and/or extend the Agreement, where the Executive is willing to extend the Term, as provided in Section 1, on the Agreement’s existing terms and where the Executive serves out the current Term, it being understood that Sections 5 and 6 shall continue to apply in accordance with their terms and it being understood that following the end of the then- current Term, the Executive’s employment shall have terminated), or the Executive terminates his employment hereunder for Good Reason, in each case other than a CIC Termination, the Executive shall be entitled to (i) the Accrued Amounts and any unpaid Transition Bonus, and, if such termination is prior to the second anniversary of the Effective Date, the CIC Cash (as defined in Section 6(c) below), each payable within thirty (30) days following the date of termination of employment, the Accrued Amounts; (ii) any earned but unpaid Annual Bonus for the calendar year preceding fiscal the date the Executive’s employment hereunder terminates and, provided the Executive’s date of employment termination is more than six (6) months into the performance year and subject to the Committee’s certification of achievement of the performance goals for such year after the year is concluded, a pro-rated portion of any Annual Bonus for the calendar year in which termination occurs, in each case payable on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) an amount equal to twelve the sum of (12A) months’ eighteen (18) months of the Executive’s Base SalarySalary and (B) one and one half (1.5) times the Executive’s then current Target Bonus, payable in twelve (12) equal monthly installments in accordance with the Company’s customary payroll practicespractices starting one month after termination; (iv) immediate and automatic vesting of all then unvested Transition RSUs and an additional twelve eighteen (1218) months’ time-based vesting credit on any other outstanding equity or equity-based awardsawards that are subject to time-based vesting; and (v) continued health care coverage for himself and any of his eligible dependents at the Company’s cost, for up to twelve eighteen (1218) months after coverage would otherwise lapse on account of termination under the Company’s group health plans pursuant to the continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (the “Health Continuation Benefit”); and (vi) payments with respect to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash Bonus”) that would otherwise have been paid within twelve (12) months following the date of termination, to be paid within thirty (30) days following the date of termination; provided, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release (as defined below) shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b) ), other than the Accrued Amounts Amounts, Transition Bonus, and the earned but unpaid Annual Bonus payment for the preceding calendar year, are subject to and conditioned upon (x) the Executive’s execution of a valid general release and waiver (in a form reasonably acceptable to the Company) within thirty (30) days following the date of termination, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers officers, and directors (the “Release”), and such waiver becoming effective, and (y) relating to the Executive’s compliance employment with any restrictive covenants to which he may be subject pursuant to Sections 7, 8 and 9 hereof (the “Restrictive Covenants”, and the conditions in (x) and (y), the “Conditions”). The Executive shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6(b), regardless of the time that would otherwise remain in the Term had the Term not been terminated hereunder.the

Without Cause or for Good Reason. In the event that of the Company terminates termination of the Executive’s employment hereunder during the Term of Employment by the Company without CauseCause or by the Executive, or the Executive terminates his employment hereunder for Good Reason, in each case other than a CIC Termination, the Executive shall be entitled to (i) a payment, within thirty ten (3010) days following the date Date of termination Termination, of employmentBase Salary through the Date of Termination (to the extent not theretofore paid), for any accrued vacation pay, and any unreimbursed expenses under Sections 2(c), (d) and (f) hereof, (collectively, the “Accrued Amounts; Obligations”) and (ii) any earned but unpaid Annual Bonus for the preceding fiscal year on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) an amount equal to twelve (12) months’ Base Salary, payable in twelve (12) equal monthly installments in accordance with the Company’s customary payroll practices; (iv) an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care coverage for himself and any of his eligible dependents for up to twelve (12) months under the Company’s group health plans pursuant subject to the continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974effectiveness, as amended (the “Health Continuation Benefit”); and (vi) payments with respect to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash Bonus”) that would otherwise have been paid within twelve (12) months following the date of termination, to be paid within thirty (30) 60 days following the date Date of termination; providedTermination, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b) other than the Accrued Amounts are subject to and conditioned upon (x) the Executive’s execution of a valid general release and waiver (in a form reasonably acceptable of all claims against the Company, its affiliates and their respective officers and directors related to the Executive’s employment, in the form annexed as Exhibit A (but excluding (1) his rights to receive the benefits provided under this Agreement or under any and all equity agreements entered into in connection herewith or in connection with the predecessor of this Agreement and, to the extent then in effect, the Stockholders’ Agreement, (2) his rights with respect to related investments in the Company and (3) his rights to be indemnified in accordance with the provisions of the Company’s charter and bylaws and to receive any benefits to which he is entitled under the Company’s directors’ and officers’ liability insurance policies, all in accordance with Section 8 hereof (collectively, the “Excluded Obligations”)), and subject to the Executive’s compliance with the terms and conditions contained in this Agreement, (A) within thirty a payment equal to one year’s Base Salary and Target Bonus, one-half of such payment will be paid on the first business day that is six months and one day following the Date of Termination and the remaining one-half of such payment will be paid in six equal monthly installments commencing on the first business day of the seventh calendar month following the Date of Termination; (30B) days following a payment equal to the product of (x) the last Bonus the Executive received prior to the date of termination, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors (the “Release”), and such waiver becoming effective, and (y) a fraction, the Executivenumerator of which is the number of days from the beginning of such year through the Date of Termination, and the denominator of which is 365, which will be paid on the first business day that is six months and one day following the Date of Termination; (C) the immediate vesting of such portion of the Company restricted stock granted to the Executive as provided in and pursuant to the terms of the Restricted Stock Agreements between the Parent and the Executive under the Company’s compliance with any restrictive covenants to which he 2003 Equity Incentive Plan as it may be subject pursuant amended from time to Sections 7, 8 and 9 hereof time (the “Restrictive CovenantsEquity Plan”, and the conditions in (x) and (y), D) the “Conditions”)immediate vesting of such portion of the options granted to the Executive as provided in and pursuant to the terms of the Stock Option Grant Agreements between the Parent and the Executive under the Equity Plan. The Company shall have no additional obligations under this Agreement, but the Executive shall retain all rights with respect to the Excluded Obligations in accordance with the terms of the agreements under which such obligations are provided. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6(b)reduced, regardless of whether the time that would otherwise remain in the Term had the Term not been terminated hereunderExecutive obtains other employment or is engaged to perform other services.

Without Cause or for Good Reason. In the event that the Employment Period terminates under this Agreement as a result of the Company terminates terminating the Executive’s employment hereunder without Cause, Cause (other than pursuant to Sections 3(a) or (b)) or the Executive terminates terminating his employment hereunder for Good Reason, in each case other than a CIC Termination, the Executive shall be entitled to : (i) The Company shall pay to the Executive, within thirty (30) days following the date Date of termination Termination (A) the Executive’s accrued but unused vacation, unreimbursed business expenses and Base Salary through the Date of employmentTermination (to the extent not theretofore paid) (the “Accrued Benefits”), and (B) one hundred percent (100%) of Executive’s Base Salary, in each case payable in a lump sum (the Accrued Amounts; “Base Severance”). (ii) The Company shall pay to the Executive, in lieu of any earned but unpaid Annual Bonus under Section 2(b) for the preceding fiscal year on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) an in which Executive’s employment terminates, a lump sum amount equal to twelve (12) months’ Base Salary100% of the Target Annual Bonus. In addition, payable in twelve (12) equal monthly installments in accordance with the Company’s customary payroll practices; (iv) Company shall provide to the Executive an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care coverage amount, each month for himself and any of his eligible dependents for up to twelve (12) months after the Date of Termination, equal to the amount the Company would have paid for its share of the premiums for the Executive and his dependents coverage under the Company’s group health plans pursuant medical plan as if the Executive’s employment had not terminated. (iii) All outstanding Restricted Stock Units and other previously granted equity awards that would have otherwise vested within twelve (12) months of the Date of Termination shall become fully vested. (iv) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Date of Termination under any plan, program, policy, practice, contract, or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (v) If the Date of Termination under this Section 5(a) occurs within the eighteen (18)-month period following a Change in Control, in addition to the other payments provided for in this Section 5(a), the Company shall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary plus Target Bonus for the current fiscal year, in a lump sum cash payment, within thirty (30) days of the Date of Termination. For purposes of this Agreement, “Change in Control” shall have the meaning specified on Exhibit A attached hereto. (vi) For the avoidance of doubt, upon termination of the Employment Period without Cause or as a result of Good Reason, the Executive shall not be entitled to any other compensation or benefits not expressly provided for in this Section 5(a), regardless of the time that would otherwise remain in the Employment Period had the Employment Period not been terminated without Cause or for Good Reason, except any benefits or compensation provided under the Equity Agreements which shall be paid in accordance with such agreements. Except as provided in this Section 5(a), any vested benefits under any tax qualified pension plans of the Company, and continuation of coverage provisions contained in Sections health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (the which provisions are commonly known as “Health Continuation Benefit”); and (vi) payments with respect to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash BonusCOBRA”) that would otherwise or such other analogous legislation as may be applicable to the Executive, the Company shall have been paid within twelve no additional obligations under this Agreement. (12vii) months following the date of termination, to be paid within thirty (30) days following the date of termination; provided, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b5(a) other than the Accrued Amounts are subject to and conditioned upon (xA) the Executive executing a timely and valid release of claims (“Release”) in the form attached hereto as Exhibit B, or other substantially similar agreement releasing claims agreed to by the Company and the Executive’s execution of a valid general release and waiver (in a form reasonably acceptable to the Company) within thirty (30) days following the date of termination, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors directors, (the “Release”), and such waiver becoming effective, and (yB) the Executive’s compliance with any restrictive covenants Executive delivering the executed Release to which he may be subject pursuant to Sections 7the Company within twenty-one (21) days following the Date of Termination, 8 and 9 hereof (the “Restrictive Covenants”, C) such Release and the conditions in (x) waiver contained therein becoming effective and (y), the “Conditions”). The Executive shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6(b), regardless of the time that would otherwise remain in the Term had the Term not been terminated hereunder.DocuSign Envelope ID: 4619CEDF-68A4-4ED4-A4EE-B9DA5E8720C6

Without Cause or for Good Reason. In the event that of the termination of the Executive's employment during the Employment Period by the Company terminates the Executive’s employment hereunder without Cause, Cause or by the Executive terminates his employment hereunder for Good Reason, Reason prior to the consummation of a Change in each case other than a CIC TerminationControl, the Executive shall be entitled to (i) a payment, within thirty ten (3010) days following the date Date of termination Termination, of employmentBase Salary through the Date of Termination (to the extent not theretofore paid), any accrued vacation pay, and any unreimbursed expenses under Sections 2(c) and (d) (the "Accrued Amounts; Obligations") and (ii) any earned but unpaid Annual Bonus for the preceding fiscal year on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) an amount equal to twelve (12) months’ Base Salary, payable in twelve (12) equal monthly installments in accordance with the Company’s customary payroll practices; (iv) an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care coverage for himself and any of his eligible dependents for up to twelve (12) months under the Company’s group health plans pursuant subject to the continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (the “Health Continuation Benefit”); and (vi) payments with respect to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash Bonus”) that would otherwise have been paid within twelve (12) months following the date of termination, to be paid within thirty (30) days following the date of termination; provided, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b) other than the Accrued Amounts are subject to and conditioned upon (x) the Executive’s 's execution of a valid general release and waiver (in a form reasonably acceptable to the Company) within thirty (30) days following the date of termination, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, affiliates and their respective officers and directors in a form reasonably satisfactory to the Company and subject to the Executive's compliance with the terms and conditions contained in this Agreement, (A) the “Release”)continued payment of Base Salary for the eighteen-month period following the Date of Termination, and such waiver becoming effective(B) a lump sum amount equal to the product of (x) the Bonus, if any, that he would have earned in the calendar year which includes the Date of Termination had his employment not been terminated and (y) a fraction, the Executive’s compliance with any restrictive covenants to numerator of which he may be subject pursuant to Sections 7, 8 is the number of days in the calendar year that includes the Date of Termination through the Date of Termination and 9 hereof (the “Restrictive Covenants”denominator of which is 365, and (C) the conditions immediate vesting of that portion of the Restricted Shares, Initial Options and Premium Options that would have become vested on the next applicable anniversary of the Commencement Date following the Date of Termination on which the next tranche of Initial Options, Premium Options and Restricted Shares would have vested, provided that if such termination occurs after the consummation of a Change in (x) Control, all Restricted Shares, Initial Options and (y), the “Conditions”)Premium Options not previously vested shall become immediately vested. The Executive Company shall not be entitled to any other compensation or benefits not expressly provided for in have no additional obligations under this Section 6(b), regardless of the time that would otherwise remain in the Term had the Term not been terminated hereunderAgreement.

Without Cause or for Good Reason. In (i) Subject to Sections 8(d)(ii) and 12 relating to the Executive’s timely execution and non-revocation of the Release (as defined in Section 8(d)(ii)) and, to the extent applicable, subject to Section 20, in the event that the Company terminates the Executive’s employment hereunder with the Control Group is terminated by the Company without Cause, or the Executive terminates his employment hereunder for with the Control Group within 60 days after the occurrence of a Good Reason, in each case other than a CIC TerminationReason event with regard to the Executive, the Executive Company shall be entitled make the following payments and provide the following benefits to Executive: (A) a lump sum payment of 52 weeks’ salary (the “Clause A Payment”); (B) beginning on the first anniversary of the Termination Date and continuing until the earliest of (i) within thirty (30) days the twenty-fourth month following the date of termination of employmentTermination Date, the Accrued Amounts; (ii) any earned but unpaid Annual Bonus for his death, or (iii) his breach of the preceding provisions of Section 9 hereof, the Company shall make payments to Executive, no less frequently than monthly, calculated at his then-applicable annual rate of Base Salary (the “Clause B Payments”); (C) the Company shall pay to Executive, with respect to the fiscal year on in which such termination occurs, the date such amount annual bonus that Executive would otherwise have been paid earned under the AICP applicable to Executive if such termination had not occurred, prorated as of the Termination Date (without regard to whether the Executive is employed on the date such Annual Bonus is paid“Clause C Payment”); (iiiD) an amount equal with respect to twelve each non-completed long-term performance period for which Executive received a long-term incentive award, the Company shall pay to Executive the long-term incentive payment (12in cash and stock, as applicable) months’ Base Salarythat the Executive otherwise have earned with respect to such performance periods if such termination had not occurred, payable in twelve (12) equal monthly installments in accordance with the Company’s customary payroll practices; (iv) an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care coverage for himself and any of his eligible dependents for up to twelve (12) months under the Company’s group health plans pursuant to the continuation of coverage provisions contained in Sections 601 through 608 prorated as of the Employee Retirement Income Security Act of 1974, as amended Termination Date (the “Health Continuation BenefitClause D Payment”); (E) with respect to any completed long-term performance period for which Executive earned a long-term incentive payout that is unvested as of the Termination Date, the Company shall vest and pay the Executive such earned payout (in cash and stock, as applicable) (the “Clause E Payment”); and (viF) payments subject to Section 20 hereof, the Company shall provide Executive for a period of one year following the Termination Date with respect outplacement at a level commensurate with that provided by the Company to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter other comparably situated senior executives (the “Declared Cash Bonus”) that would otherwise have been paid within twelve (12) months following the date of termination, to be paid within thirty (30) days following the date of termination; provided, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b) other than the Accrued Amounts are subject to and conditioned upon (x) the Executive’s execution of a valid general release and waiver (in a form reasonably acceptable to the Company) within thirty (30) days following the date of termination, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors (the “ReleaseClause F Services”), and such waiver becoming effective, and (y) the Executive’s compliance with any restrictive covenants to which he may be subject pursuant to Sections 7, 8 and 9 hereof (the “Restrictive Covenants”, and the conditions in (x) and (y), the “Conditions”). The Executive shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6(b), regardless of the time that would otherwise remain in the Term had the Term not been terminated hereunder.

Without Cause or for Good Reason. In If the event that Executive is terminated by the Company terminates without Cause (which shall include a non-renewal of this Agreement pursuant to a notice of non-renewal by the Executive’s employment hereunder without Cause, Company pursuant to Section 1 hereof) or the Executive terminates his employment hereunder for Good Reason, in each case lieu of any other than a CIC Terminationpayments or benefits, the Executive shall be entitled to receive, (i) within thirty the sum of one and one-half (301-1/2) days following times his Base Salary plus one and one-half (1-1/2) times the Incentive Bonus paid or payable with respect to the immediately preceding fiscal year, which sum shall be paid over the 18 calendar month period commencing after the date of his termination of employmentemployment (the "Extended Period") in the same manner as it was paid prior to the Executive's termination, the Accrued Amounts; (ii) continuation, at the Company's expense, of the Executive's coverage in any earned but unpaid Annual Bonus group health plan (which may be provided by payment of COBRA continuation coverage premiums), life insurance, long-term disability and other benefit plans or programs, to the extent permissible under 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 the economic equivalent of such coverage paid in cash), provided that the last day of the Extended Period shall be treated as the date of the Executive's termination of employment solely for the preceding fiscal year on purpose of determining the date such amount would otherwise have been paid (without regard to whether rights of the Executive is employed on the date such Annual Bonus is paid); (iii) an amount equal to twelve (12) months’ Base Salary, payable in twelve (12) equal monthly installments in accordance with the Company’s customary payroll practices; (iv) an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care coverage for himself and any of his eligible dependents for up to twelve (12dependents, if any) months under the Company’s group health plans pursuant to the continuation of coverage provisions contained in Sections 601 through 608 provided under Section 4980B of the Employee Retirement Income Security Act Internal Revenue Code of 19741986, as amended (the “Health Continuation Benefit”"Code"); and , (viiii) payments with respect all outstanding options previously granted to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (Executive under the “Declared Cash Bonus”) Plan that would otherwise have been paid within twelve (12) months following are not vested at the date of terminationtermination shall vest and be exercisable for a period of one year, to be paid within thirty and (30iv) days following the date provisions of terminationSection 8 shall not apply; provided, that any payment that would otherwise have been made but that is conditioned upon the execution however, such payments and effectiveness of the Release benefits pursuant to this Section 5(c) shall not be made due and payable by the Company to Executive if Executive (i) shall violate the provisions of clauses (i), (ii) or provided until (iii) of Section 8(b) hereof or (ii) during the fortieth Extended Period shall engage in or render any services to or be employed by any Competing Business (40thhereinafter defined) day following in the date Area (hereinafter defined) in the capacity of such termination of employment. The payments and benefits provided under this Section 6(b) officer, managerial or executive employee, director, consultant or shareholder (other than as the Accrued Amounts are subject to and conditioned upon owner of less than five (x5%) percent of the Executive’s execution shares of a valid general release and waiver (in publicly-owned corporation whose shares are traded on a form reasonably acceptable to the Company) within thirty (30) days following the date of termination, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors (the “Release”), and such waiver becoming effective, and (y) the Executive’s compliance with any restrictive covenants to which he may be subject pursuant to Sections 7, 8 and 9 hereof (the “Restrictive Covenants”, and the conditions in (x) and (y), the “Conditions”). The Executive shall not be entitled to any other compensation national securities exchange or benefits not expressly provided for in this Section 6(b), regardless of the time that would otherwise remain in the Term had the Term not been terminated hereunderNASDAQ National Market System.

Without Cause or for Good Reason. In the event that of the Company terminates termination of the Executive’s employment hereunder during the Term of Employment by the Company without Cause, Cause or by the Executive terminates his employment hereunder for Good Reason, in each case other than a CIC Termination, the Executive shall be entitled to (i) a payment, within thirty ten (3010) days following the date Date of termination Termination, of employmentBase Salary through the Date of Termination (to the extent not theretofore paid), for any accrued vacation pay, and any unreimbursed expenses under Sections 2(c) and (d) hereof, (collectively, the “Accrued Amounts; Obligations”) and (ii) any earned but unpaid Annual Bonus for the preceding fiscal year on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) an amount equal to twelve (12) months’ Base Salary, payable in twelve (12) equal monthly installments in accordance with the Company’s customary payroll practices; (iv) an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care coverage for himself and any of his eligible dependents for up to twelve (12) months under the Company’s group health plans pursuant subject to the continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974effectiveness, as amended within sixty (the “Health Continuation Benefit”); and (vi) payments with respect to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash Bonus”) that would otherwise have been paid within twelve (12) months following the date of termination, to be paid within thirty (3060) days following the date Date of termination; providedTermination, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b) other than the Accrued Amounts are subject to and conditioned upon (x) the Executive’s execution of a valid general release and waiver (in a form reasonably acceptable to the Company) within thirty (30) days following the date of termination, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, affiliates and their respective officers and directors related to the Executive’s employment, in the form annexed as Exhibit A (but excluding (1) his rights to receive the benefits provided under this Agreement or under any and all equity agreements entered into in connection herewith and, to the extent then in effect, the Stockholders’ Agreement, (2) his rights with respect to related investments in the Company and (3) his rights to be indemnified in accordance with the provisions of the Company’s charter and bylaws and to receive any benefits to which he is entitled under the Company’s directors’ and officers’ liability insurance policies, all in accordance with Section 7 hereof (collectively, the “ReleaseExcluded Obligations”)), and subject to the Executive’s compliance with the terms and conditions contained in this Agreement, (A) a payment equal to one year’s Base Salary and Target Bonus, one-half of such waiver becoming effectivepayment will be paid on the first business day that is six (6) months and one day following the Date of Termination and the remaining one-half of such payment will be paid in six (6) equal monthly installments commencing on the first business day of the seventh calendar month following the Date of Termination; (B) a payment equal to the product of (x) the Bonus, if any, that the Executive would have earned based on the actual achievement of applicable performance objectives in the performance year in which the Date of Termination occurs had Executive’s employment with the Company not been terminated, and (y) a fraction, the Executive’s compliance with any restrictive covenants to numerator of which he may be subject pursuant to Sections 7, 8 and 9 hereof (is the “Restrictive Covenants”number of days from the beginning of such year through the Date of Termination, and the conditions denominator of which is 365, which will be paid when annual bonuses are generally paid to employees of the Company, but in (x) no event later than the date that is 2.5 months following the end of the year in which the Date of Termination occurs; and (y)C) the immediate vesting of all equity awards previously granted to the Executive, including, without limitation, the “Conditions”)Option, to the extent outstanding as of the Date of Termination. The Company shall have no additional obligations under this Agreement, but the Executive shall retain all rights with respect to the Excluded Obligations in accordance with the terms of the agreements under which such obligations are provided. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6(b)reduced, regardless of whether the time that would otherwise remain in the Term had the Term not been terminated hereunderExecutive obtains other employment or is engaged to perform other services.

Without Cause or for Good Reason. In the event that the Company terminates The Employment Term and the Executive’s employment hereunder may be terminated by the Executive for Good Reason or by the Bank without Cause, or . In the Executive terminates his employment hereunder for Good Reason, in each case other than a CIC Terminationevent of such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s continued compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and his execution of a release of claims in favor of the Corporation and the Bank, its affiliates and their respective officers and directors in substantially the form attached hereto as Exhibit B (ithe “Release”) and such Release becoming effective within thirty (30) days following the date of termination of employmentTermination Date (such thirty (30) day period, the Accrued Amounts; (ii) any earned but unpaid Annual Bonus for the preceding fiscal year on the date such amount would otherwise have been paid (without regard to whether “Release Execution Period”), the Executive is shall be entitled to receive his normal Base Salary payments that the Executive would have earned had he remained employed on until the date such Annual Bonus is paid); greater of (iiii) an amount equal to twelve (12) months’ Base Salary, payable in twelve (12) equal monthly installments in accordance with the Company’s customary payroll practices; (iv) an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care coverage for himself and any of his eligible dependents for up to twelve (12) months under from the Company’s group health plans pursuant to Termination Date, and (ii) the continuation of coverage provisions contained in Sections 601 through 608 end of the Employee Retirement Income Security Act Employment Term. In the event the Executive’s employment is terminated by the Executive for Good Reason or by the Bank without Cause on or within one (1) year following a change in control of 1974the Corporation or the Bank (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Health Continuation BenefitSection 409A”); and (vi) payments with respect to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash Bonus”) that would otherwise have been paid within twelve (12) months following the date of termination, to be paid within thirty (30) days following the date of termination; provided, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b) other than the Accrued Amounts are subject to and conditioned upon (x) the Executive’s execution of a valid general release and waiver (in a form reasonably acceptable to the Company) within thirty (30) days following the date of termination, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors (the “Release”), and such waiver becoming effective, and (y) the Executive’s compliance with any restrictive covenants to which he may be subject pursuant to Sections 7, 8 and 9 hereof (the “Restrictive Covenants”, and the conditions in (x) and (y), the “Conditions”). The Executive shall not instead be entitled to receive, within sixty (60) days of such termination, a lump sum payment equal to the greater of: (i) twenty- EXHIBIT 10.1 four (24) months of his normal Base Salary payments; or (ii) his normal Base Salary payments that the Executive would have earned had he remained employed until the end of the Employment Term. The treatment of any other compensation outstanding equity awards shall be determined in accordance with the terms of the 2016 LTIP and the applicable award agreements. In the event that the Executive violates the provisions of Section 6, Section 7, Section 8 or benefits not expressly provided for in Section 9 of this Agreement, the Corporation and the Bank may cease making the payments due to the Executive pursuant to this Section 6(b), regardless of the time that would otherwise remain in the Term had the Term not been terminated hereunder5.2.