Common use of Without Cause Clause in Contracts

Without Cause. In the event that the Company terminates the Term or Executive’s employment hereunder without Cause, then in such event, subject to Section 3(g), (1) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15.

Without Cause. In the event that the Company terminates the Term or If this Agreement and Executive’s employment hereunder is terminated without Cause, then in such event, subject Cause pursuant to Section 3(g)7(e) hereof, (1) the Company shall pay have no obligation to Executive any unpaid Base Salary and benefits then owed or accrued, including legal representatives of Executive other than (conditioned upon the issuance last sentence of any Payment Shares which would otherwise be payable at that time or this Section 8(f)) (i) payment of termination compensation in the future, and, in the event that there was any Deferred Portion which had been agreed amount equal to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; two (2) the Company shall pay to times Executive, 's annual Base Compensation in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash effect on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, subject to applicable withholding taxes, and payable, subject to Section 8(h), in accordance with Company’s payroll cycle during the two (2) year period commencing on the date of such termination; (ii) payment of the Executive’s "target bonus," as that term is used in Company's current bonus plan for full time officers of Company, or its equivalent if the term or plan should be issued within 10 days amended, which Executive would have been otherwise entitled to receive each year during the two (2) year period commencing on the date of such termination, payable, subject to Section 8(h), in each of the two years following the termination dateyear of termination; (3iii) continued coverage of medical benefits for a period of two (2) years or until such time as Executive commences new employment, whichever occurs first; (iv) payment of any accrued benefits or obligations owed to Executive; (v) benefits (if any) provided in accordance with applicable plans, programs and arrangements of Company or as required by law; (vi) payment of reasonable professional search fees relating to Executive's outplacement; and (vii) any Equity Grant already made outstanding equity grant(s) held by Executive at the time such termination as governed by the agreement or plan pursuant to which such grant(s) was issued. In consideration of the compensation and benefits payable to Executive pursuant to subsections (i), (ii), (iii) and (vi), Executive shall, as a condition to payment of such compensation and benefits, execute a general release, in form and substance reasonably acceptable to the extent not already vestedCompany, be deemed automatically vested; releasing the Company and (4) its affiliates from all of claims and liabilities Executive may have against the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or Company in connection with such terminationExecutive’s employment by the Company, and subject to Section 15except for any accrued obligations.

Without Cause. In the event that If Executive is involuntarily terminated by the Company terminates the Term or Executive’s employment hereunder without Without Cause, then (i) Executive shall be entitled to continue to receive his full Base Salary, as in effect on the Termination Date, for twenty-four (24) months following the Termination Date (such eventdate, subject to Section 3(g)the "End Date") so long as Executive has not breached the provisions of paragraphs 6, 7 or 8, (1ii) the Company shall pay to Executive any unpaid Base Salary will maintain in full force and benefits then owed or accruedeffect, including for Executive's continued benefit, until the issuance earlier of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2A) the Company shall pay End Date or (B) Executive's 65th birthday, all life, medical and dental insurance programs in which Executive was entitled to Executive, in one lump sum, an amount equal to participate so long as his continued participation is possible under the Base Salary that would have been paid to Executive for the remainder general terms and provisions of the Initial Term such programs (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that Executive's participation in any such program is barred, the Company does will arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs) and thereafter the Company will make such insurance coverage available to Executive (at Executive's expense) until the Executive attains age 65 or obtains employment with another employer that makes such (or similar) insurance available to its employees and Executive is eligible to be covered under such insurance, whichever occurs first and (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 benefits which he has accrued under the Annual Cash Bonus Plan as of the Termination Date and he shall be given full credit under the Plan for the benefit that he would have accrued 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 for Executive by the plan or its administrator have sufficient cash been met) as if he were employed by the Company on hand to enable it to pay the full amount last day of such plan year. The amounts payable in respect of accrued benefits under the Annual Cash Bonus Plan shall be payable at the time provided for in, and in accordance with the provisions of, the Annual Cash Bonus Plan. The amounts payable pursuant to this clause paragraph 5(c) in respect of Base Salary may be payable at Executive's discretion, in one lump sum payment within 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 in New York plus two (2) percentage points) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive payments otherwise payable pursuant to this clause (2paragraph 5(c). This paragraph 5(c) sets forth Executive's exclusive remedy for a termination of this Section 3(d)(ii) divided by (Y) his employment Without Cause and Executive shall have no other right or remedy against the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or Company in connection with such termination, and subject to Section 15therewith.

Without Cause. In (i) At any time during the event that Term, the Parties shall be entitled to terminate this Agreement and the Executive's employment with the Company terminates without cause, by providing prior written notice of at least 30 days to the Term or other party. Upon the Company's termination of this Agreement and the Executive’s 's employment hereunder without Cause, then in such event, subject with the Company pursuant to Section 3(gthis paragraph 11(e)(i), (1) the Company shall pay have no further obligations to the Executive any unpaid Base Salary or his heirs, administrators or executors with respect to compensation and benefits then owed thereafter, except for the obligation to pay or accruedprovide to the Executive (a) any earned but unpaid base salary and vacation pay, including the issuance and reimbursement of any Payment Shares which would otherwise be payable at that time and all reasonable expenses paid or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date, and each of which shall be paid within 10 days following the termination date; (2b) the Company shall pay to Executive, a severance payment in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder two years of the Initial Term (if such termination occurs during the Initial Term) Executive's base salary plus any bonus earned or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of accrued through the date of such termination, (c) for 2 years, continuation on behalf of the Executive and the Executive's dependents and beneficiaries of life insurance, disability, medical, dental, hospitalization and long-term care benefits, provided, however, that the Company's obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefits plans are no less favorable to the Executive than the coverages and benefits required to be issued within 10 days provided hereunder and (d) to the extent the Executive holds any unvested portion of the option granted to the Executive pursuant to paragraph 9(a), the portion of the option so granted that would otherwise vest following the date of termination of the Executive's employment with the Company will as of the date of termination become fully vested. Upon the Executive's termination of this Agreement and the Executive's employment with the Company pursuant to this paragraph 11(e)(i), the Company shall have no further obligations to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay to the Executive (x) any earned but unpaid base salary and vacation pay, and (y) reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date; (3) any Equity Grant already . The Company shall deduct, from all payments made to Executive shallhereunder, to the extent not already vestedall applicable taxes, be deemed automatically vested; including income tax, FICA and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such terminationFUTA, and subject to Section 15other appropriate deductions.

Without Cause. In Subject to the event provisions of Section 11 hereof, the Board may, by written notice to the Employee, immediately terminate his employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 9 (a) (b) or (c) above, the Employee shall be entitled to receive the following compensation and benefits: (i) the salary provided pursuant to Section 2 hereof, up to the date of expiration of the term (including any renewal term then in effect) of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life and disability benefits which the Employee would have been eligible to participate in through the Termination Date, based upon the benefit levels substantially equal to those that the Company terminates Association provided for the Term Employee at the date of termination of employment. Said sum shall be paid, at the option of the Employee, either (I) in periodic payments over the remaining term of this Agreement, as if the Employee's employment had not been terminated, or Executive’s employment hereunder without Cause(II) in one lump sum within ten (10) days of such termination; provided however, then in such event, subject to Section 3(g), (1) that the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed amount to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via by the payment of Payment Shares, and any unreimbursed expenses, pursuant Association to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which Employee hereunder shall be paid within 10 days following the termination date; not exceed two (2) times the Company Employee's "average annual compensation". The Employee's "average annual compensation" shall pay to Executive, in one lump sum, an amount equal to be the Base Salary that would have been paid to Executive for the remainder average of the Initial Term total annual "compensation" acquired by the Employee during each of the five (5) fiscal years (or the number of full fiscal years of employment, if such termination occurs during the Initial TermEmployee's employment is less than five (5) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following years at the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2thereof) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of immediately preceding the date of such termination. The term "compensation" shall mean any payment of money or provision of any other thing of value in consideration of employment, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shallincluding, to the extent not already vestedwithout limitation, be deemed automatically vested; base compensation, bonuses, pension and (4) all of the Parties’ rights profit sharing plan, director fees or committee fees, fringe benefits and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15deferred compensation accruals.

Without Cause. In The employment of the event that Employee may be terminated without Cause at any time by the Company terminates on delivery to the Term or Executive’s employment hereunder without CauseEmployee of a written Notice of Termination (as defined in Section 9.1). On the Date of Termination (as defined in Section 9.2) pursuant to this Section 7.2, then in such event, subject to Section 3(g), (1) the Company shall shall, in lieu of any payments under Section 4.1 and 4.2 for the remainder of the Term, pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, Employee an amount equal to the lesser of: (a) the Employee's Base Salary that would have been paid to Executive for a period of one (1) year from the date of termination, and (b) the Employee's Base Salary for the remainder of the Initial Term (if such Term. In addition, the Employee shall be entitled to the pro-rated maximum Bonus available to the Employee under Section 4.2 for the year in which the termination occurs during occurs. Such payment by the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which Company shall be paid within 10 days following in accordance with the Company's normal payroll practices and not as a lump sum payment. In addition, the Company will pay as incurred the Employee's expenses, up to Fifteen Thousand Dollars ($15,000), associated with career counseling and resume development. The Company shall also pay to the Employee an amount equal to the Company's portion (but not the Employee's portion) of the cost of medical insurance at the rate in effect on the Date of Termination for a period of one (1) year from the Date of Termination. In addition, on termination dateof the Employee under this Section 7.2, provided thatall of the Employee's outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, in and all RSUs and shares of the event Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The term of any such options and rights shall be extended to the first (1st) anniversary of the Employee's termination. The Employee acknowledges that extending the Board determines term of any incentive stock options pursuant to this Section 7.2 or Sections 7.3, 7.4 or 8.1 below, could cause such option to lose its tax-qualified status if it is an incentive stock option under the Code and agrees that the Company does not shall have sufficient cash on hand no obligation to enable it to pay compensate the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of Employee for any additional taxes he incurs as a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15result.

Without Cause. In Subject to the event provisions of Section 11 hereof, the Board may, by written notice to the Employee, immediately terminate her employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 9 (a) (b) or (c) above, the Employee shall be entitled to receive the following compensation and benefits: (i) the salary provided pursuant to Section 2 hereof, up to the date of expiration of the term (including any renewal term then in effect) of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life and disability benefits which the Employee would have been eligible to participate in through the Termination Date, based upon the benefit levels substantially equal to those that the Company terminates Association provided for the Term Employee at the date of termination of employment. Said sum shall be paid, at the option of the Employee, either (I) in periodic payments over the remaining term of this Agreement, as if the Employee's employment had not been terminated, or Executive’s employment hereunder without Cause(II) in one lump sum within ten (10) days of such termination; provided however, then in such event, subject to Section 3(g), (1) that the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed amount to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via by the payment of Payment Shares, and any unreimbursed expenses, pursuant Association to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which Employee hereunder shall be paid within 10 days following the termination date; not exceed two (2) times the Company Employee's "average annual compensation". The Employee's "average annual compensation" shall pay to Executive, in one lump sum, an amount equal to be the Base Salary that would have been paid to Executive for the remainder average of the Initial Term total annual "compensation" acquired by the Employee during each of the five (5) fiscal years (or the number of full fiscal years of employment, if such termination occurs during the Initial TermEmployee's employment is less than five (5) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following years at the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2thereof) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of immediately preceding the date of such termination. The term "compensation" shall mean any payment of money or provision of any other thing of value in consideration of employment, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shallincluding, to the extent not already vestedwithout limitation, be deemed automatically vested; base compensation, bonuses, pension and (4) all of the Parties’ rights profit sharing plan, director fees or committee fees, fringe benefits and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15deferred compensation accruals.

Without Cause. In At any time during the event that Employment Period, TIMCO shall have the Company terminates right to terminate the Term or Executive’s employment hereunder Employment Period and to discharge the Employee without cause effective upon delivery of written notice to the Employee. Upon any such termination by TIMCO without Cause, then and provided that Employee is otherwise in such eventcompliance with the provisions of Sections 6 and 7 hereof, subject the Employee shall be entitled to Section 3(g), receive the following: (1i) the Company TIMCO shall pay to Executive any the Employee all of the Employee’s accrued but unpaid Base Salary and vacation pay through the date of termination, (ii) TIMCO shall continue to pay the Employee his Salary payable in accordance with Section 2(a) for two (2) years from the date of termination, when and as the same would have been due and payable hereunder but for such termination, (iii) all health benefits then owed in which Employee was entitled to participate at any time during the 12-month period prior to the date of termination, until the earliest to occur of the second anniversary of the date of termination, the Employee’s death, or accruedthe date on which the Employee becomes covered by a comparable health benefit plan by a subsequent employer; provided, including the issuance of any Payment Shares which would otherwise be payable at however, that time or in the future, and, in the event that there was Employee’s continued participation in any Deferred Portion health benefit plan of the Company is prohibited, the Company will arrange to provide Employee with benefits substantially similar to those which Employee would have been entitled to receive under such plan for such period on a basis which provides Employee with no additional after tax cost, (iv) all stock option grants, or other stock grants issued during the term of this Agreement, will immediately vest and such options will remain exercisable for the lesser of the unexpired term of the option without regard to the termination of Employee’s employment or two (2) years from the date of termination of employment and (v) all long term incentive cash grants and bonuses provided to the Employee shall immediately vest as if all targets and conditions had been agreed met and shall be paid by TIMCO to the Employee at such times as TIMCO would have been required to make such payments if this Agreement had remained in effect, provided, however, that in the case of incentives partially or completely contingent on the providing of service for a specific period of time, the total amount to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which TIMCO shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary maximum amount payable if all conditions were met, multiplied by a fraction, the numerator of which is the period of service that would have been paid to Executive for served if the remainder Employee’s employment had terminated as of the Initial Term last day of the fiscal year in which his employment was terminated, and the denominator of which is the total period of time specified as a condition to the incentive (if such termination occurs during collectively, the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which foregoing consideration payable to the Employee shall be paid within 10 days following referred to herein as the termination date, provided that, in “Severance Payment”). Other than the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii)Severance Payment, the Company may satisfy such payment amount by issuance shall have no further obligation to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) Employee except for the obligations set forth in Section 12 of this Section 3(d)(ii) divided by (Y) the VWAP as of Agreement after the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15.

Without Cause. In Subject to the event provisions of Section 12 hereof, the Board may, by written notice to the Employee, immediately terminate his employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 9 (a) (b) or (c) above, the Employee shall be entitled to receive the following compensation and benefits: (i) the base salary provided pursuant to Section 2 hereof, up to the date of expiration of the term (including any renewal term then in effect) of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life, disability and other benefits (excluding any bonus, stock option or other compensation benefits) which the Employee would have been eligible to participate in through the Termination Date based upon the benefit levels substantially equal to those that the Holding Company terminates provided for the Term Employee at the date of termination of employment. Said sum shall be paid, at the option of the Employee, either (I) in periodic payments over the remaining term of this Agreement, as if the Employee's employment had not been terminated, or Executive’s employment hereunder without Cause(II) in one lump sum within ten (10) days of such termination; provided however, then in such event, subject to Section 3(g), (1) that the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed amount to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via by the payment of Payment Shares, and any unreimbursed expenses, pursuant Association to the terms Employee hereunder shall not exceed three (3) times the Employee's "average annual compensation". The Employee's "annual average compensation" shall be the average of Section 2(c)(i), incurred the total annual "compensation" acquired by the Executive in Employee during each case through of the five (5) fiscal years (or the number of full fiscal years of employment, if the Employee's employment is less than five (5) years at the termination date, and each of which shall be paid within 10 days following the termination date; (2thereof) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of immediately preceding the date of such termination. The term "compensation" shall mean any money or provision of any other thing of value in consideration of employment, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shallpaid or guaranteed hereunder this Agreement, to the extent not already vestedincluding, be deemed automatically vested; without limitation, base salary, bonuses, pension and (4) all of the Parties’ rights profit sharing plans, directors fees or committee fees, fringe benefits and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15deferred compensation accruals.

Without Cause. In Subject to the event provisions of Section 11 hereof, the Board may, by written notice to the Employee, immediately terminate his employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 10 (a), (b) or (c) above, the Employee shall be entitled to receive the following compensation and benefits: (i) the Base Salary provided pursuant to Section 2 hereof, up to the date of expiration of the term (including any renewal term then in effect) of this Agreement (the "Termination Date"), plus the Base Salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life, and disability benefits in which the Employee would have been eligible to participate in through the Termination Date based upon the benefit levels substantially equal to those that the Company terminates provided for the Term Employee at the date of termination of employment. Said sum shall be paid, at the option of the Employee, either (I) in periodic payments over the remaining term of this Agreement, as if the Employee's employment had not been terminated, or Executive’s employment hereunder without Cause(II) in one lump sum within ten (10) days of such termination; provided however, then in such event, subject to Section 3(g), (1) that the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed amount to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via by the payment of Payment Shares, and any unreimbursed expenses, pursuant Company to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which Employee hereunder shall be paid within 10 days following the termination date; not exceed two (2) times the Company Employee's "average annual compensation." The Employee's "average annual compensation" shall pay to Executive, in one lump sum, an amount equal to be the Base Salary that would have been paid to Executive for the remainder average of the Initial Term total annual "compensation" acquired by the Employee during each of the five (5) fiscal years (or the number of full fiscal years of employment, if such termination occurs during the Initial TermEmployee's employment is less than five (5) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following years at the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2thereof) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of immediately preceding the date of such termination. The term "compensation" shall mean any payment of money or provision of any other thing of value in consideration of employment, to be issued within 10 days of following including, without limitation, Base Salary (less any Salary Offset), compensation received under any Insurance Agreements against which the termination date; (3) any Equity Grant already made to Executive shallEmployee's Base Salary is offset by a Salary Offset, to the extent not already vestedbonuses, be deemed automatically vested; pension and (4) all of the Parties’ rights profit sharing plans, directors fees or committees fees, fringe benefits and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15deferred compensation accruals.

Without Cause. In The Company may also terminate the Executive's employment without Cause at any time upon not less than thirty (30) days' prior written notice to the Executive; provided, however, that in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company terminates and shall be allowed to seek other employment. Upon the Term or Executive’s employment hereunder without Cause's termination in accordance with the preceding sentence, then in such event, subject to Section 3(g), (1) the Company shall pay to the Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid a single lump sum in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the date of the Executive's termination, unless another date is mutually agreed upon by the parties, equal to the aggregate amount of (i) unpaid salary, accrued but unpaid annual bonus and benefits (then owed, or accrued and owed in the future) through the date of termination, (ii) three times the Executive's base salary in effect immediately prior to such termination dateand three times Executive's annual target bonus, calculated as though the Executive had attained 100% of the target for the applicable year during which the termination occurs; and (2iii) all unreimbursed expenses incurred by the Executive pursuant to Section 5, and the Executive shall be fully vested in all outstanding long-term incentive awards (whether based in equity or cash, and specifically including, but not limited to, stock options and restricted stock) then held by the Executive. In addition, all health, life insurance, long-term disability, dental, and medical programs specified in Section 7, and all perquisites described in Section 8, shall continue for a period of three years commencing on the Executive's date of termination (the "Severance Term"); provided, however, that the Company shall pay in no event be required to provide any coverage after such time as the Executive becomes entitled to receive benefits of the same type from another employer or recipient of the Executive's services (and provided, in one lump sumfurther, an amount equal that such entitlement shall be determined without regard to any individual waivers or other similar arrangements). At the conclusion of the Severance Term, the Executive shall be entitled to receive all accrued benefits then owed and any benefits pursuant to the Base Salary that would have been paid Company's plan or program which are accrued and owed in the future. In addition, if a termination described in this Section 9(a)(2) occurs (A) within the 18-month period commencing on the date of a Change of Control (as defined below), or (B) prior to Executive for the remainder a Change of the Initial Term (if Control and such termination occurs during was at the Initial Term) request of a third party who had memorialized an intention or Renewal Term (if such termination occurs during taken steps reasonably calculated to effect a Renewal TermChange of Control or was otherwise in anticipation of a Change of Control, the Executive shall receive the payments and benefits described in this Section 9(a)(2), as applicableplus clear title, which shall be paid within 10 days following free of any liens, to the termination date, car provided that, in to the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 158 herein.

Without Cause. In Either party may terminate this Agreement immediately without cause by giving written notice to the event that other. If the Company terminates under this Section 7(b) within the Term or Executive’s employment hereunder without Causefirst (1st) full year of this Agreement, then in such eventthe Company shall only be obligated to pay to the Employee that portion of the Base Salary due him through the date of termination, subject and accrued and unpaid expense reimbursement pursuant to Section 3(g6 hereof. If, after the first (1st) full year of this Agreement, the Company terminates under this Section 7(b) or if the Employee resigns for "Good Reason" (as defined below), (1) then the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, Employee an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP effect as of the date of such terminationtermination multiplied by the greater of (A) the number of years (including partial years) remaining in the Term, to be issued within 10 days of following or (B) the termination datenumber two (2); (3ii) any Equity Grant already made to Executive shall, to pro-rated Incentive Bonus earned by the extent not already vested, be deemed automatically vestedEmployee through the date of termination; (iii) any Transaction Bonus due the Employee in accordance with the terms of Section 4(b); and (4iv) all accrued and unpaid expense reimbursement pursuant to Section 6 hereof Such payment shall be made in a lump sum on or before the fifth (5th) day following the date of termination, or as otherwise directed by the Parties’ rights Employee; provided, however, that the pro-rated Incentive Bonus and obligations hereunder the Transaction Bonus, if any, shall thereafter ceasebe paid in accordance with Sections 4(a) and 4(b), respectively. For purposes of this Section 4(b), the term "Good Reason" shall mean a material and substantial reduction in the Employee's responsibilities and duties hereunder, which reduction was not preapproved in writing by the employee. If the Employee terminates under this Section 7(b) other than such rights or obligations which arose for Good Reason, then the Company shall only be obligated to pay the Employee (i) the Base Salary due him through the date of termination; (ii) accrued and unpaid expense reimbursement pursuant to Section 6 hereof, and (iii) any Transaction Bonus, provided the transaction in question formally closed prior to the termination date or in connection with such of termination, and subject to Section 15.

Without Cause. In the event of (i) the termination of your employment by PNC Bank without Cause (other than for death or Disability) during the Employment Period or (ii) your resignation because of a material breach by PNC Bank or its affiliates of a provision of this Agreement (provided, that before resigning due to such a material breach: (A) you shall provide the Company terminates written notice that identifies the Term material breach that you believe PNC Bank or Executive’s employment hereunder without Causeits affiliate has made, then and (B) solely with respect to material breaches for which remedial action is possible, PNC Bank or its affiliate shall have failed to remedy such event or condition within 30 days after PNC Bank receives the written notice from you described in such eventclause (A)), and subject to Section 3(g)execution and non-revocation of the release agreement referred to below and your compliance with the restrictive covenants set forth in this Agreement, you shall be entitled to, within ten (10) days after the Date of Termination (1) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Sharesthe Accrued Obligations, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i(2), incurred by the Executive in each case through the termination date, and each payment of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the value of the portion of your Annual Base Salary that would have been paid to Executive for from the remainder Date of Termination through the end of the Initial Term Employment Period (assuming no such termination had occurred) that has not yet been paid, (3) to the extent not paid, the Restrictive Covenant Payment and the Special Payment, (4) if such termination occurs during is (x) prior to the Initial Termgrant of the Restricted Shares, an amount in cash equal to the Restricted Share Value and (y) on or Renewal Term (if after the grant of the Restricted Shares, immediate vesting effective as of the date immediately preceding the Date of Termination of any of the Restricted Shares that are unvested as of such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided thatand (5) the Other Benefits. In addition, in the event that of (i) the Board determines that termination of your employment by PNC Bank without Cause (other than for death or Disability) during the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause Employment Period or (2ii) your resignation because of a material breach by PNC Bank or its affiliates of a provision of this Section 3(d)(ii)Agreement that is not cured, as provided above, you shall be entitled to continued participation in the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such terminationmedical, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; dental and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15.life insurance plans that you were

Without Cause. In the event that of the Company terminates termination of the Term or Executive’s employment hereunder during the Employment Period by the Company without CauseCause (including a deemed termination without Cause as provided in Section 3(f) herein), then the Executive shall be entitled to: (i) any accrued but unused vacation, (ii) Base Salary through the Date of Termination (to the extent not theretofore paid), (iii) the continuation of Base Salary for twelve (12) months following the Date of Termination, which shall be paid in accordance with the Company’s ordinary payroll practices in effect from time to time, provided, however, that in the event the Company determines in good faith that such event, payments are subject to Section 3(g409A of the Internal Revenue Code (the “Code”), the first six (6) months of Base Salary shall be paid in a lump sum on the sixth month anniversary of the Date of Termination, and the remaining six (6) months of payments shall be paid in accordance with the Company’s ordinary payroll practices as prescribed above, (iv) any earned but not paid Bonus for the Performance Cycle immediately preceding the Date of Termination, which shall be paid when such Bonuses are paid to other active employees, and (v) a pro-rata portion of the Bonus, if any, for the Performance Cycle in which the Date of Termination occurs (based on the achievement of the applicable performance criteria and related to the applicable Performance Cycle as described in Section 2(b)), which shall be paid when such Bonuses are paid to other active employees, provided, however that with respect to (iv) and (v) herein, if such payments are determined by the Company in good faith to be subject to Section 409A of the Code, such payments shall be paid on the later of (A) the date the Bonuses are paid under the Program, or (B) the sixth month anniversary of the Date of Termination. In addition, in the event of a termination by the Company without Cause: (1) if the Executive elects to continue the Company’s group health plans pursuant to his rights under COBRA, the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance Executive’s COBRA continuation premiums until the earlier of any Payment Shares which would otherwise be payable at that time or in (x) the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by date the Executive in each case through receives group health benefits from another employer or (y) the termination date, one-year anniversary of the Date of Termination; and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay will provide the Executive with outplacement services from vendors designated by the Company for a period of six (6) months following the Date of Termination, not to Executiveexceed $5,000. Notwithstanding the foregoing, the payments and benefits provided in one lump sum, an amount equal this Section 5 are subject to and conditioned upon the Executive executing a general release and waiver (in the form reasonably acceptable to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal TermCompany), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such payments are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof. Except as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii5(a), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to shall have no additional obligations under this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15Agreement.

Without Cause. In The Company may also terminate the Executive's employment without Cause at any time upon not less than thirty (30) days' prior written notice to the Executive; provided, however, that in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company terminates and shall be allowed to seek other employment. Upon the Term or Executive’s employment hereunder without Cause's termination in accordance with the preceding sentence, then in such event, subject to Section 3(g), (1) the Company shall pay to the Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid a single lump sum in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the date of the Executive's termination, unless another date is mutually agreed upon by the parties, equal to the aggregate amount of (i) unpaid salary, accrued but unpaid annual bonus and benefits (then owed, or accrued and owed in the future) through the date of termination, (ii) three times the Executive's base salary in effect immediately prior to such termination dateand three times Executive's annual target bonus, calculated as though the Executive had attained 100% of the target for the applicable year during which the termination occurs; and (2iii) all unreimbursed expenses incurred by the Executive pursuant to Section 3, and the Executive shall be fully vested in all outstanding long-term incentive awards (whether based in equity or cash, and specifically including, but not limited to, stock options and restricted stock) then held by the Executive. In addition, all health, life insurance, long-term disability, dental, and medical programs specified in Section 5, and all perquisites described in Section 6, shall continue for a period of three years commencing on the Executive's date of termination (the "Severance Term"); provided, however, that the Company shall pay in no event be required to provide any coverage after such time as the Executive becomes entitled to receive benefits of the same type from another employer or recipient of the Executive's services (and provided, in one lump sumfurther, an amount equal that such entitlement shall be determined without regard to any individual waivers or other similar arrangements). At the conclusion of the Severance Term, the Executive shall be entitled to receive all accrued benefits then owed and any benefits pursuant to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) Company's plan or Renewal Term (if such termination occurs during a Renewal Term), as applicable, program which shall be paid within 10 days following the termination date, provided that, are accrued and owed in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15future.

Without Cause. In the event that The Executive's employment with the Company terminates may be terminated by the Term or Executive’s employment hereunder without CauseCompany at any time, then and in such event, subject the Company shall continue to Section 3(gpay to the Executive at a rate equivalent to the then current Base Compensation of the Executive for a period of six (6) months following the date of such termination (the "Severance Payment"). Additionally, (1) the Company shall pay to the Executive an amount for any unpaid Base Salary earned but unused vacation, illness and benefits personal days of the Executive for the then owed or accrued, including current calendar year. The Executive agrees that his eligibility to receive the issuance Severance Payment shall be subject to and contingent upon the Executive's execution of a full and complete release in favor of the Company and its affiliated persons and entities having terms and conditions that are reasonably acceptable to the Company. The Executive shall also be entitled to receive his pro rata portion of any Payment Shares bonus to which would otherwise be payable at he becomes entitled to receive hereunder for the then current calendar year in which such termination shall occur based upon the number of days in such year that time or in the future, and, in Executive shall have been employed hereunder by the event that there was any Deferred Portion which had been agreed to be paid in cash, with Company. The payment of any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which pro rata bonus shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that Executive at such time as such payment would have been paid made to the Executive if he had continued to be employed by the Company hereunder for the remainder entire subject calendar year. If, during any Employment Year, either (i) the Executive shall be assigned duties and responsibilities by the Board of Directors of the Initial Term Company which are substantially lesser in scope and authority then the duties and responsibilities assigned by the Board of Directors of the Company at the commencement of the first Employment Year hereunder; (if such termination occurs during ii) the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which Base Compensation of the Executive shall be paid within 10 days following decreased or (iii) the termination date, provided that, in the event that the Board determines that Executive shall be otherwise constructively terminated by the Company does not have sufficient cash on hand to enable it to pay as evidenced by a judgement entered in favor of the full amount pursuant to this clause (2) Executive regarding a claim therefor against the Company, then, if the Executive shall resign from the employment by the Company because of this Section 3(d)(ii)such assignment or decrease or obtain such judgement, the Company may satisfy such Executive shall be entitled to the Severance Payment and the aforesaid pro rata bonus payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) contingent upon the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as Executive's execution of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15release set forth above.

Without Cause. In the event The Company also may terminate Employee's employment without Cause at any time upon written notice, but, in that the Company terminates the Term or Executive’s employment hereunder without Cause, then in such event, subject must pay to Section 3(g)Employee a single lump sum in cash, within thirty (30) days, unless another date is mutually agreed upon by the parties, equal to one (1) year's salary, plus all unreimbursed expenses incurred by Employee pursuant to Sections 3 and 4 above. All health, life insurance, long term disability, dental, and medical programs specified in Section 4 shall continue for one (1) year as if Employee had not been terminated. At the Company conclusion of that year, Employee shall pay be entitled to Executive any unpaid Base Salary and receive all accrued benefits then owed or accrued, including unless pursuant to the issuance of any Payment Shares which would otherwise be payable at that time Company's plan or program an additional benefit is accrued and owed in the future, and. Notwithstanding the foregoing, in the event payment is due to Employee under this Section within twenty-four (24) months following a Change of Control, or if Employee is terminated without Cause or terminates for Good Reason within six (6) months prior to a Change of Control and it is reasonably demonstrated by Employee that there was any Deferred Portion which had been agreed such termination or circumstances constituting Good Reason (i) were the result of the request of a third party who has taken steps reasonably calculated to be paid effect the Change of Control or (ii) otherwise arose in cashconnection with or in anticipation of the Change of Control, with any such Deferred Portion instead being paid then in shares lieu of Common Stock as though such amount had been agreed the amounts specified in the first two sentences, Employee shall receive a lump sum in cash within thirty (30) days after the date of termination equal to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred 2.99 multiplied by the Executive sum of Employee's annual gross salary and bonus for the year in each case through which the termination dateChange of Control occurs or the immediately preceding year, and each whichever produces the higher sum. For the remainder of which shall be paid within 10 days following what would have been the termination date; Term, or at least twelve (212) months, the Company shall pay to Executivecontinue health, in one lump sumlife insurance, an amount long term disability, dental, and medical program benefits for Employee and/or Employee's family at least equal to the Base Salary that those which would have been paid provided to Executive for them in accordance with the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term)plans, as applicableprograms, which shall be paid within 10 days following the termination date, provided that, practices and policies described in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) Section 4 of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent Agreement if Employee's employment had not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15been terminated.

Without Cause. The other provisions of this Agreement notwithstanding, the Company may terminate Executive's employment, remove him as an officer and terminate this Agreement at any time for whatever reason it deems appropriate, with or without cause and with or without prior notice. In the event of such a termination of Executive's employment and this Agreement, Executive shall have no further obligations of any kind under or arising out of the Agreement (except for the obligations of Executive under Section10) and the Company shall be obligated only to promptly pay Executive the following in a lump sum payment: (a) Base Salary and the target MIP bonus amounts provided in Section 5 of this Agreement through the end of the then current Term of this Agreement (the "Remaining Term") as provided for under Section 2 of this Agreement, but no less than a total of eighteen (18) months of Base Salary and target bonus under the MIP or successor plans; and (b) any other amounts due and owing not then paid; provided, however, that in the event that as a result of such termination of employment Executive would otherwise be entitled to a severance payment (a "Change of Control Severance Payment") under Section 4 of the Amended and Restated Severance Agreement dated as of February 1, 2001, between Executive and the Company (the "Severance Agreement"), Executive shall be entitled to the amounts described in clause (b) above and the greater of: (i) the cash severance benefits described in clause (a) of this sentence and (ii) the cash severance benefits described in Section 4(a) of the Severance Agreement, but in no event to both payments. After the date of termination under this Section 9.4 or Section 9.6, Executive shall not be treated as an employee for purposes of the Company's employee benefit plans or programs even though he may continue to receive payments as provided in this Section 9.4, except: that Executive and his eligible dependents shall continue, to the extent permitted by law, to be covered by health and welfare insurance plans or programs in which Executive and his eligible dependents participate immediately prior to Executive's termination of employment for the Remaining Term; provided, however, that if during such time period Executive should enter into employment with a new employer and become eligible to receive comparable insurance benefits, the continued insurance benefits described herein shall automatically cease. In the event that Executive is ineligible, for whatever reason, to continue to be so covered with respect to any of the Company terminates the Term above-referenced plans or Executive’s employment hereunder without Causeprograms, then in such event, subject to Section 3(g), (1) the Company shall pay to provide substantially equivalent coverage through other sources (determined on an after-tax basis). In the event Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time entitled to a Change of Control Severance Payment under the Severance Agreement as a result of a termination of employment under this Section 9.4, Executive may elect to receive the continued health and welfare insurance benefits under this Section 9.4 or under Section 4(b) of the Severance Agreement, but in the future, andno event both benefits. Furthermore, in the event that there was of a termination Without Cause, Executive shall be presumed to have met eligibility requirements specified in Section 2.4 of the Meredith Replacement Benefit Plan and the Meredith Supplemental Benefit Plan or any Deferred Portion which had been agreed to successor thereto and he shall be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant entitled to the terms of Section 2(c)(i), incurred by the Executive in each case amounts that have accrued under such plans through the date of his termination date, without cause. All awards of restricted stock and each stock options shall automatically vest and be exercisable for the full unexpired term of which the option. Executive agrees that the payments described in this Section 9.4 shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid full and adequate compensation to Executive for the remainder all damages Executive may suffer as a result of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount of his employment pursuant to this clause (2) Sections 9.4 or 9.6, and in consideration of the payments and benefits provided in this Section 3(d)(ii)9.4, Executive agrees to execute a Waiver and Release Agreement in the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of form attached hereto as Attachment A; provided, however, that, except as specifically provided for under this Section 3(d)(ii) divided by (Y) 9.4, any rights and benefits Executive may have under the VWAP as employee benefit plans and programs of the date Company, in which Executive is a participant, shall be determined in accordance with the terms and provisions of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; plans and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15programs.

Without Cause. In the event that the Company terminates the Term or Executive’s employment hereunder without Cause, then in such event, subject to Section 3(g), (1) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise This Agreement may be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, terminated pursuant to the terms of Section 2(c)(i2 or on thirty (30) days written notice (the thirtieth day following such notice being herein sometimes called the “Termination Date”) by the Company without cause, subject to the following provision. If the Employee’s employment is terminated by the Company without Cause, or upon Disability, the Employee shall receive an amount (the “Severance Amount”) equal to the sum of the following: (i) twenty-four months’ Base Compensation; plus (ii) continuation of health insurance and other benefits at the expense of Company for the period for which the Employee could elect COBRA continuation coverage under the Company’s health insurance plans as a result of his termination of employment; plus (iii) the greater of (x) twenty-four months’ target bonus which Employee would have been entitled to receive for achieving budget for the year in which Employee’s employment was terminated and (y) the sum of the actual performance bonuses (excluding Discretionary Bonuses), incurred if any, paid to Employee with respect to the two fiscal years immediately preceding the year in which Employee’s employment was terminated; plus (iv) full vesting of any outstanding stock options and the lapsing of any restrictions over any restricted shares owned by the Executive in each case through Employee. In addition, if the termination date, and Employee’s employment is terminated by the Company without Cause each of the annual restricted stock awards set forth in Section 4 hereof shall be granted, notwithstanding whether the scheduled grant date has been achieved. Employee will also be entitled to receive a cash payment in a lump sum within 10 days after termination of employment, or, if, on the date of such termination of employment the Employee is a “specified employee” within the meaning of Section 409A of the Code, on the day after the expiration of six (6) months following such termination of employment. The amount of such payment shall be the actuarially determined value of the cost of coverage under the Company’s medical, dental and vision care plans for a period equal to the difference between 24 months and the period for which the Employee could elect COBRA continuation coverage under the Company’s health insurance plans. The cash portion of the Severance Amount shall be paid to the Employee as promptly as practicable after the date of Termination and in no event later than ten (10) days after termination, provided that, if Employee is a “specified employee” within 10 the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), at the time of his termination of employment, then (1) no later than ten (10) days following after the termination date; (2) date of Termination, Employee shall be paid the Company shall pay to Executive, cash portion of the Severance Amount in one lump sum, an amount equal to no more than two times the Base Salary that would have been paid lesser of (A) the sum of the Employee’s annualized compensation based upon the annual rate of pay for services provided to Executive the Company for the remainder year preceding the year in which the Employee’s employment terminates (adjusted for any increase that was expected to continue indefinitely if the Employee’s employment had not terminated) or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Initial Term Code for the year in which the Employee’s employment terminates, and (if such termination occurs during the Initial Term2) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which any remaining Severance Amount shall be paid within 10 days six (6) months and one (1) day following his termination of employment. Payment of the termination date, provided that, Severance Amount shall be in the event that the Board determines that lieu of all other financial obligations of the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to Employee and all other benefits in this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP Agreement shall cease as of the date of such termination. The Employee shall have no obligation to seek other employment or otherwise mitigate damages hereunder. For the avoidance of doubt, it is understood that the Company will pay all amounts owed to Employee prior to the date of termination, including incentive compensation earned up through the date of termination in the same manner as all other plan participants. Notwithstanding anything in the incentive compensation plan, Employee need not be employed at the date the incentive payments are made to be issued within 10 days eligible for this payment. The employee and the company shall enter into a mutual release of claims against one another following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15employment.

Without Cause. In the event that If Executive is involuntarily terminated by the Company terminates the Term or Executive’s employment hereunder without Without Cause, then (i) Executive shall be entitled to continue to receive his full Base Salary, as in such eventeffect on the Termination Date, subject through the reminder of the Employment Period (as in effect immediately prior to Section 3(g)the delivery of the Termination Notice and without regard to the automatic extension provisions of paragraph 4(a) hereof) so long as Executive has not breached the provisions of paragraphs 6, (17 or 8. The amounts payable pursuant to this paragraph 5(c) the Company shall pay to Executive any unpaid in respect of Base Salary and benefits then owed or accruedmay be payable, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive's discretion, in one lump sum, an amount sum payment within 30 days following the Termination Date equal to the Base Salary that would have been paid present value (determined using a discount rate equal to Executive for the remainder "prime" rate of interest charged by Chase Manhattan Bank in New York plus two (2) percentage points) of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount payments otherwise payable pursuant to this clause paragraph 5(c) and (2ii) of this Section 3(d)(ii)notwithstanding any provision in the Annual Cash Bonus Plan to the contrary, Executive shall become fully vested and have a nonforfeitable interest in the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) benefits which he has accrued under the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP Annual Cash Bonus Plan as of the date Termination Date and he shall be given full credit under the Plan for the benefit that he would have accrued 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 for Executive by the plan or its administrator have been met) as if he were employed by the Company on the last day of such terminationplan year. The amounts payable in respect of accrued benefits under the Annual Cash Bonus Plan shall be payable at the time provided for in, to be issued within 10 days and in accordance with the provision of, the Annual Cash Bonus Plan. This paragraph 5(c) sets forth Executive's exclusive remedy for a termination of following his employment Without Cause and Executive shall have no other right or remedy against the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or Company in connection with such termination, and subject to Section 15therewith.

Without Cause. Either party may terminate this Agreement immediately without cause by giving written notice to the other. If the Company terminates under this Section 7(b), then it shall pay to the Employee an amount equal to the product of (i) the Employee's minimum annual base salary in effect as of the date of termination, plus the greater of either (x) the total annual bonus paid, payable, or which would have been payable to the Employee under this Agreement (had it been in effect) for 2001 and payable in 2002 or (y) the highest bonus paid for any year during which this Agreement was in effect ("Base Year Bonus"), times (ii) the number of years (including partial years) remaining in the Term or the number 3 (three), whichever is greater. The Company shall make such payment in a lump sum on or before the fifth day following the date of termination, or as otherwise directed by the Employee. In addition, all options granted to the Employee which had not vested as of the date of termination hereunder shall vest immediately and the Company shall maintain in full force and effect for the continued benefit of the Employee for the number of years (including partial years) remaining in the Term, or 3 years, whichever is greater, all employee benefit plans and programs in which the Employee was entitled to participate immediately prior to the date of termination, provided that the Employee's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Employee's participation in any such plan or program is prohibited, the Company shall, at its expense, arrange to provide the Employee with benefits substantially similar to those which the Employee would otherwise have been entitled to receive under such plans and programs for which his continued participation is prohibited. If the Employee terminates the Term or Executive’s employment hereunder without Causeunder this Section 7(b), then in such event, subject to Section 3(g), (1) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it obligated to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), Employee the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of minimum annual base salary due him through the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15.

Without Cause. In Either party may terminate this Agreement immediately without cause by giving written notice to the event that other. If the Company terminates the Term or Executive’s employment hereunder without Causeunder this Section 7(b), then in such event, subject to Section 3(g), (1) the Company it shall pay to Executive any unpaid Base Salary and benefits then the Employee the sum of (i) all amounts owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination datedate of termination, and each of which shall be paid within 10 days following the termination date; plus (2ii) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive product of the Employee's minimum base annual salary in effect as of the date of termination times the number of years (including partial years) remaining in the Term, plus (iii) a pro rata portion of the bonus for the remainder year in which the termination occurs, as provided in Section 4(e) above. Payments under (i) and (ii) shall be made in a lump sum on or before the fifth day following the date of termination, and the Initial Term payment under (if such termination occurs during the Initial Termiii) or Renewal Term (if such termination occurs during a Renewal Termshall be made as provided in Section 4(e), as applicable, which and all such payments shall be paid within 10 days following the termination datein lieu of all further salary and bonus obligations under this Agreement. In addition, provided that, in the event that the Board determines that if the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of terminates under this Section 3(d)(ii7(b), (i) all options granted to the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP Employee which had not vested as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection vest concurrently with such termination, and, notwithstanding the terms of any option agreements, Employee may exercise any vested options, including by reason of acceleration, for a period after such termination which is the greater of what is provided in the respective option agreement or 30 days, and subject (ii) the Company shall maintain in full force and effect for the continued benefit of the Employee for the remainder of the Term, all employee benefit plans (except for the Company's stock option plans) and programs in which the Employee was entitled to participate immediately prior to the date of termination, provided that the Employee's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Employee's participation in any such plan or program is prohibited, the Company shall, at its expense, arrange to provide the Employee with benefits substantially similar to those which the Employee would otherwise have been entitled to receive under such plans and programs from which his continued participation is prohibited. If the Employee terminates under this Section 157(b), then the Company shall only be obligated to pay the Employee the minimum annual base salary due him through the date of termination.

Without Cause. In Notwithstanding any other provision of this Section 5, the Board shall have the right to terminate Employee's employment with Employer it any time, but in the event that of such termination, Employee shall be entitled to receive (1) a lump sum payment of an amount equal to the Company terminates sum of (A) the Term Base Salary through the date of termination and any Incentive Compensation for the prior year to the extent not theretofore paid, (B) any compensation previously deferred by Employee (together with any accrued interest or Executive’s employment hereunder without Cause, then in such event, subject to Section 3(gearnings thereon), (C) one hundred and fifty percent (150%) of one (1) years current Base Salary, (D) one hundred and fifty percent (150%) of the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Sharesprevious year's Incentive Compensation, and (E) any unreimbursed expenses, pursuant to the terms accrued vacation earned and not paid as of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) after the Company shall pay to Executiveend of the calendar year of Employee's termination, payment of a prorated portion, based on the number of weeks during the year in one lump sumwhich Employee was employed by Employer, an amount equal to of the Base Salary Incentive Compensation that would have been paid to Executive be payable in respect of such year (based on the criteria applicable for the remainder that year). Furthermore, Employee shall receive continuing participation for a period of the Initial Term one (if such termination occurs during the Initial Term1) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of year from the date of termination at Employer expense in those Additional Benefits in which Employee was enrolled at the time of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all . In consideration of the Parties’ rights receipt of the severance benefits described in this paragraph, and obligations hereunder as a precondition to their receipt, Employee agrees to execute a release in the form attached hereto as Exhibit A (the "Release"). Employee shall thereafter cease, be granted a twenty-one (21) day period (or any other than such rights or obligations time period required by applicable law) in which arose to review and study the Release and consult with an attorney prior to executing the termination date Release. The severance benefits described in this Section 5(d) shall be payable to Employee within eight (8) days (or in connection with such termination, and subject to Section 15any other time period required by applicable law) after Employee's execution of the Release.

Without Cause. In Either party may terminate this Agreement immediately without cause by giving written notice to the event that other. If the Company terminates the Term or Executive’s employment hereunder without Causeunder this Section 7(b) , then in such event, subject to Section 3(g), (1) the Company it shall pay to Executive any unpaid Base Salary and benefits then the Employee the sum of (i) all amounts owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination datedate of termination, and each of which shall be paid within 10 days following the termination date; plus (2ii) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder product of the Initial Term Employee’s minimum base annual salary in effect as of the date of termination times the number of years (including partial years) remaining in the Term. Such payment to be made in a lump sum on or before the fifth day following the date of termination, and shall be in lieu of all further salary and bonus obligations under this Agreement. In addition, if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal TermCompany terminates under this Section 7(b), as applicable, (i) all options granted to the Employee which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does had not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP vested as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection vest concurrently with such termination, and, notwithstanding the terms of any option agreements, Employee may exercise any vested options, including by reason of acceleration, for a period after such termination which is the greater of what is provided in the respective option agreement or 30 days, and subject (ii) the Company shall maintain in full force and effect for the continued benefit of the Employee during the period commencing on the date of termination and ending on the December 31 of the second calendar year following the calendar year in which the termination occurred, all employee benefit plans (except for the Company’s stock option plans) and programs in which the Employee was entitled to participate immediately prior to the date of termination, provided that the Employee’s continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Employee’s participation in any such plan or program is prohibited, the Company shall, at its expense, arrange to provide the Employee with benefits substantially similar to those which the Employee would otherwise have been entitled to receive under such plans and programs from which his continued participation is prohibited; provided, however, that notwithstanding the foregoing, there shall only be included, and Employee shall only be entitled to, those benefit plans or programs that are exempt from the term “nonqualified deferred compensation plan” under Section 15409A of the Code. If the Employee terminates under this Section 7(b), then the Company shall only be obligated to pay the Employee the minimum annual base salary due him through the date of termination. Notwithstanding anything in Section 7(b) to the contrary, no amount shall be payable pursuant to this Section 7(b) unless Employee has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h) (“Separation from Service”) by reason of a termination of the Employee’s employment by the Company under this Section 7(b).

Without Cause. In the event that If Executive is involuntarily terminated by the Company terminates the Term or Executive’s employment hereunder without Without Cause, then in such event, subject (i) Executive shall be entitled to Section 3(g), (1) the Company shall pay continue to Executive any unpaid receive his Base Salary and benefits then owed or accrued, including (as in effect on the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case Termination Date) through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Employment Period (as in effect immediately prior to the delivery of the Termination Notice and without regard to the automatic extension provisions of paragraph 4(a) hereof) (the "Remaining Term") so long as Executive has not breached the provisions of paragraphs 6, 7 or 8, (ii) the Company will maintain in full force and effect, for Executive's continued benefit, until the earlier of (A) the expiration of the Remaining Term or (if B) Executive's 65th birthday, all life, medical and dental insurance programs in which Executive was entitled to participate so long as his continued participation is possible under the general terms and provisions of such termination occurs during the Initial Term) or Renewal Term programs (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that Executive's participation in any such program is barred, the Company does will arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such program) and thereafter (assuming Executive has not then attained age 65) the Company will make such insurance coverage available to Executive (at Executive's expense) until the Executive attains the age of 65 or obtains employment with another employer that makes such (or similar) insurance available to its employees, whichever occurs first, (iii) notwithstanding any provision in the Annual Cash Bonus Plan to the contrary, the Executive shall become fully vested and have sufficient cash a non-forfeitable interest in the benefit which he has accrued under the Annual Cash Bonus Plan as of the Termination Date (and shall be given full credit under the Annual Cash Bonus Plan for the benefit that he would have accrued 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 for the Executive by the plan or its administrator have been met) if he were employed by the Company on hand the last day of such plan year), and (iv) Executive will be entitled to enable it to pay service credit under the full amount Supplemental Retirement Agreement through the Remaining Term of this Agreement. The amounts payable in respect of accrued benefits under the Annual Cash Bonus Plan shall be payable at the time provided for in, and in accordance with the provisions of, the Annual Cash Bonus Plan. The amounts payable pursuant to this clause paragraph 5(c) in respect of Base Salary may be payable, at Executive's discretion, in one lump sum payment within 30 days following the Termination Date equal to the present value (2determined using a discount rate equal to the "prime" rate of interest charged by Chase Manhattan Bank in New York plus two percentage points) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive payments otherwise payable pursuant to this clause (2paragraph 5(c). This paragraph 5(c) sets forth Executive's exclusive remedy for a termination of this Section 3(d)(ii) divided by (Y) his employment Without Cause and Executive shall have no other right or remedy against Holdings or the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or Company in connection with such termination, and subject to Section 15therewith.

Without Cause. In the event that the The Company terminates the Term or in its sole discretion may terminate Executive’s employment hereunder without Cause, then in Cause (as defined above) or prior warning immediately upon written notice from the Company to Executive. In such event, subject to if such termination occurs prior to, or more than thirteen (13) months following, the effective date of a Change in Control (as defined in Section 3(g4(c) below), (1) the Company shall pay to Executive any unpaid Base Salary all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurred by Executive prior to the effective date of termination, and provided that such termination is a “separation from service” as such term is defined in Code Section 409A(a)(2)(A)(i) and the applicable guidance thereunder, contingent upon Executive’s delivery to the Company of an effective Release and Waiver as provided in Section 3(e) below, the Company shall also provide the following benefits then owed or accruedto Executive: (i) severance consisting of continued payment of Executive’s base salary at the rate in effect as of the effective date of termination, including less standard deductions and withholdings, for a period of nine (9) months following the issuance effective date of any Payment Shares which would otherwise be payable at that time or in the futuretermination, and, in the event that there was any Deferred Portion which had been agreed to be paid in cashaccordance with the Company’s normal payroll practices (provided, with however, that any such Deferred Portion instead being payments otherwise scheduled to be made prior to the effective date of the Release and Waiver shall accrue and be paid in shares of Common Stock as though the first payroll period that follows such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant effective date); (ii) to the terms of Section 2(c)(i)extent that Executive is eligible to continue medical benefits under COBRA and upon timely election by Executive complying with COBRA and to the extent it does not result in a penalty to the Company, incurred reimbursement by the Executive in each case through Company, within thirty (30) days of the termination dateCompany’s receipt of evidence of Executive’s payment for the prior month, of the Company’s portion of the premiums required to continue Executive’s medical, dental and each vision insurance coverage to the extent permitted by COBRA for a period of which shall be paid within 10 days nine months following the date of termination date; (2) with Executive being responsible to pay that amount of the Company shall pay to Executiveportion of the premiums, in one lump sumif any, an amount equal to the Base Salary that Executive would have been paid responsible to pay if Executive had remained an employee during such period) or, if earlier, the date that Executive accepts full time employment with another employer; and (iii) immediate acceleration of the vesting of options to purchase Common Stock granted to Executive for prior to the remainder effective date of the Initial Term (if such termination occurs during (the Initial Term“Options”) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which that Executive shall be paid within 10 days following deemed vested as to the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a same number of shares as if Executive had continued to be employed by the Company for a period of Common Stock equal nine months following the effective date of such termination and all vested options held by Executive shall remain exercisable until the one year anniversary of the date of cessation of service. As a condition to (Xreceiving the continuing benefits specified in this Section 3(d), to the maximum extent permitted by applicable law, Executive shall not induce any employee of the Company to leave the employ of the Company. Each payment under this Section 3(d) the shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. Subject to Section 5, any amount owed due to Executive pursuant to this clause (2Section 3(d) of this Section 3(d)(ii) divided by (Y) during the VWAP as 60-day period following Executive’s termination without Cause shall be paid to Executive in a single lump sum on the first payroll date immediately after the end of the date 60-day period. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums on Executive’s behalf, the Company will pay Executive on the last day of each remaining month of the COBRA payment period a fully taxable cash payment equal to the Company’s portion of the COBRA premium for that month, subject to applicable tax withholding (such terminationamount, the “Special Severance Payment”), such Special Severance Payment to be issued within 10 days made without regard to Executive’s election of COBRA coverage or payment of COBRA premiums and without regard to the expiration of the COBRA payment period prior to nine months following the termination date; (3) any Equity Grant already made to Executive shall, to of Executive’s employment. Such Special Severance Payment shall end on the extent not already vested, be deemed automatically vested; and (4) all close of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15severance period.

Without Cause. In Subject to the event provisions of Section 11 hereof, the Board may, by written notice to the Employee, immediately terminate his employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 10 (a), (b) or (c) above, the Employee shall be entitled to receive the following compensation and benefits: (i) the salary provided pursuant to Section 2 hereof, up to the date of expiration of the term (including any renewal term then in effect) of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life, and disability benefits which the Employee would have been eligible to participate in through the Termination Date based upon the benefit levels substantially equal to those that the Company terminates provided for the Term Employee at the date of termination of employment. Said sum shall be paid, at the option of the Employee, either (I) in periodic payments over the remaining term of this Agreement, as if the Employee's employment had not been terminated, or Executive’s employment hereunder without Cause(II) in one lump sum within ten (10) days of such termination; provided however, then in such event, subject to Section 3(g), (1) that the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed amount to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via by the payment of Payment Shares, and any unreimbursed expenses, pursuant Company to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which Employee hereunder shall be paid within 10 days following the termination date; not exceed two (2) times the Company Employee's "average annual compensation". The Employee's "annual average compensation" shall pay to Executive, in one lump sum, an amount equal to be the Base Salary that would have been paid to Executive for the remainder average of the Initial Term total annual "compensation" acquired by the Employee during each of the five (5) fiscal years (or the number of full fiscal years of employment, if such termination occurs during the Initial TermEmployee's employment is less than five (5) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following years at the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2thereof) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of immediately preceding the date of such termination. The term "compensation" shall mean any payment of money or provision of any other thing of value in consideration of employment, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shallincluding, to the extent not already vestedwithout limitation, be deemed automatically vested; base compensation, bonuses, pension and (4) all of the Parties’ rights profit sharing plans, directors fees or committees fees, fringe benefits and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15deferred compensation accruals.

Without Cause. In the event that If Executive is involuntarily terminated by the Company terminates the Term or Executive’s employment hereunder without Without Cause, then in such event, subject to Section 3(g), (1i) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following entitled to continue to receive his full Base Salary, as in effect on the termination date; (2) the Company shall pay to ExecutiveTermination Date, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for through the remainder of the Initial Employment Period (as in effect immediately prior to the delivery of the Termination Notice and without regard to the automatic extension provisions of paragraph 4(a) hereof) (the "Remaining Term") so long as Executive has not breached the provisions of paragraphs 6, 7 or 8, (ii) the Company will maintain in full force and effect, for Executive's continued benefit, until the earlier of (A) the expiration of the Remaining Term or (if B) Executive's 65th birthday, all life, medical and dental insurance programs in which Executive was entitled to participate so long as his continued participation is possible under the general terms and provisions of such termination occurs during the Initial Term) or Renewal Term programs (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that Executive's participation in any such program is barred, the Company does will arrange to provide Executive with benefits substantially similar to those which he was entitled to receive under such programs) and thereafter the Company will make such insurance coverage available to Executive (at Executive's expense) until Executive attains age 65 or obtains employment with another employer that makes such (or similar) insurance available to its employees and Executive is eligible to be covered under such insurance, whichever occurs first, and (iii) notwithstanding any provision in the Annual Cash Bonus Plan to the contrary, Executive shall become fully vested and have a nonforfeitable interest in the benefits which he has accrued under the Annual Cash Bonus Plan as of the Termination Date and he shall be given full credit under the Annual Cash Bonus Plan for the benefit that he would have accrued 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 for Executive by the plan or its administrator have sufficient cash been met) as if he were employed by the Company on hand to enable it to pay the full amount last day of such plan year. The amounts payable in respect of accrued benefits under the Annual Cash Bonus Plan shall be payable at the time provided for in, and in accordance with the provision of, the Annual Cash Bonus Plan. The amounts payable pursuant to this clause paragraph 5(c) in respect of Base Salary may be payable, at Executive's discretion, in one lump sum payment within 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 in New York plus two (2) percentage points) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive payments otherwise payable pursuant to this clause (2paragraph 5(c). This paragraph 5(c) sets forth Executive's exclusive remedy for a termination of this Section 3(d)(ii) divided by (Y) his employment Without Cause and Executive shall have no other right or remedy against the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or Company in connection with such termination, and subject to Section 15therewith.

Without Cause. In the event that the Company terminates the Term or If this Agreement and Executive’s employment hereunder is terminated without Cause, then in such event, subject Cause pursuant to Section 3(g)6(e) hereof, (1) the Company shall pay have no obligation to Executive any unpaid Base Salary and benefits then owed or accrued, including legal representatives of Executive other than (conditioned upon the issuance last sentence of any Payment Shares which would otherwise be payable at that time or this Section 7(f)) (i) payment of termination compensation in the future, and, in the event that there was any Deferred Portion which had been agreed amount equal to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; two (2) the Company shall pay to times Executive, 's annual Base Compensation in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash effect on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, subject to be issued within 10 days applicable withholding taxes, and payable, subject to Sections 7(h) and 7(k), in accordance with Company’s payroll cycle during the two (2) year period commencing on the date of following the termination datesuch termination; (3ii) payment of the Executive’s “target bonus,” as that term is used in Company’s current bonus plan for full time officers of Company, or its equivalent if the term or plan should be amended, which Executive would have been otherwise entitled to receive during the two (2) year period commencing on the date of such termination, payable, subject to Section 7(h), at such time as annual incentive bonuses are paid pursuant to the plan; (iii) continued coverage of medical benefits at the same cost as similarly situated active employees for a period of one (1) year or until such time as Executive commences new employment, whichever occurs first; (iv) payment of any accrued benefits or obligations owed to Executive; (v) benefits (if any) provided in accordance with applicable plans, programs and arrangements of Company or as required by law; (vi) payment of reasonable professional search fees relating to Executive's outplacement; and (vii) any Equity Grant already made outstanding equity grant(s) held by Executive at the time such termination to the extent provided for under the agreement or plan pursuant to which such grant(s) was issued. In consideration of the compensation and benefits payable to Executive pursuant to subsections (i), (ii), (iii), and (vi), Executive shall, as a condition to the extent not already vestedpayment of such compensation and benefits, be deemed automatically vested; execute a general release, in form and (4) substance reasonably acceptable to Company, releasing Company and its Affiliates from all of the Parties’ rights claims and obligations hereunder shall thereafter ceaseliabilities, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15except for any accrued obligations.

Without Cause. In the event that the Company terminates the Term or Executive’s employment hereunder without CauseIf, then in such event, subject to Section 3(gfor any reason other than a "Non-Salary Event" (as defined herein), (a) the Executive's employment hereunder is terminated by the Company, (b) the Executive's annual base salary is reduced below his base salary as of October 1, 1994, or (c) the Executive's title and responsibilities are diminished during the Term of Employment and before October 1, 1995, the Executive shall be entitled to receive, and the Company shall pay be obligated to pay, his base salary in effect at the time of the termination until October 1, 1995; thereafter, Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise shall be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed entitled to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Sharesreceive, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay be obligated to pay, his base salary in effect on September 30, 1994, for the remaining Term of Employment, as if there had been no termination. If, for any reason other than a Non-Salary Event (a) the Executive's employment hereunder is terminated by the Company, (b) the Executive's annual base salary is reduced below his base salary as of October 1, 1994, or (c) the Executive's title and responsibilities are diminished during the Term of Employment and on or after October 1, 1995, the Executive shall be entitled to receive, and the Company shall be obligated to pay, his base salary in effect on September 30, 1994, for the remaining Term of Employment, as if there had been no termination. All payments due to the Executive under this paragraph 5(a)(i), shall be made in regular installments in accordance with the general payroll practices of the Company unless the Board of Directors, in one lump sumits sole discretion, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it elects to pay in lieu thereof a single lump sum payment. Any such lump sum payment shall equal the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP present value as of the date of such distribution of the base salary to which he would be entitled for the remaining of Term of Employment if there had been no termination, as determined by using the interest rate assumption of ten percent (10%). Notwithstanding the foregoing, for purposes of Paragraph 10, payment in form of a lump sum shall not be deemed to be issued within 10 days accelerate the end of following the termination date; (3) any Equity Grant already made to period for which payment is received. During the remaining Term of Employment after the Executive's employment is terminated by the Company, the Executive shall, shall provide such Services to the extent not already vestedCompany as are mutually agreeable to the Company and Executive. If, be deemed automatically vested; and (4) all of for any reason other than a Non-salary event, the Parties’ rights and obligations Executive's Services hereunder shall thereafter ceasebe terminated by the Company during the Term of Employment, other than such rights or obligations which arose prior then the Company shall make arrangements to the termination date or include Executive in connection with such terminationCompany's benefit plans through December 17, and subject to Section 151998.

Without Cause. In the event that of the Company terminates termination of the Term or Executive’s employment hereunder during the Employment Period by the Company without Cause, then Cause (including a deemed termination without Cause as provided in such event, subject to Section 3(g3(f) herein), in addition to the Executive’s accrued but unused vacation and Base Salary through the Date of Termination (1to the extent not theretofore paid) the Company Executive shall pay be entitled to Executive any unpaid continue to receive his Base Salary and benefits then owed or accruedat the rate in effect as of the Date of Termination for a period of two (2) years following the Date of Termination, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed with such Base Salary to be paid (i) in cashan initial lump sum equal to six months’ Base Salary on the six-month anniversary of the Date of Termination and (ii) thereafter in installments in accordance with the Company’s normal payroll practices; provided that the payments and benefits provided herein are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form reasonably 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, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 9 and 10 hereof. Notwithstanding the foregoing, the Executive shall 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 (including a deemed termination without Cause as provided in Section 3(f) herein) during the Employment Period by seeking employment comparable in terms of compensation, position and location to the Executive’s employment hereunder. Any amounts that the Executive earns pursuant to such Deferred Portion instead being paid in shares employment shall offset and reduce the amount of Common Stock as though such amount had been agreed severance required to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2Section 5(a) during the two-year period following the Date of Termination. For purposes of the paragraph, “employment” shall mean any activity for which the Executive is compensated as a result of the rendering of services, whether such services are rendered as a common law employee, a partner, sole proprietor, independent contractor or otherwise. The Executive shall be required to provide such evidence as the Company may reasonably require regarding the amount of such earnings. Except as provided in this Section 3(d)(ii5(a) divided by (Y) the VWAP as of the date of such terminationand Sections 2(e), to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall7 and 10(d), to the extent not already vestedapplicable, be deemed automatically vested; and (4) all of the Parties’ rights and Company shall have no additional obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15under this Agreement.”

Without Cause. Employee may only be terminated without cause by Cotelligent during the Initial Term hereof if such termination is approved by at least sixty-six percent (66%) of the members of the Board. Should Employee be terminated by Cotelligent without cause, Employee shall receive from Cotelligent, the base salary at the rate then in effect for whatever time period is remaining under the Initial Term of this Agreement or for one (1) year, whichever amount is greater (the -7- NY02/231660.4 "Payment Term"); it is specifically understood and agreed that in the event Employee's employment is terminated without cause, Cotelligent shall in all circumstances, during the Payment Term, be required to pay Employee at an annual rate equal to Employee's most recent annual base salary, regardless of whether Employee has obtained other employment following such termination and Employee shall be under no duty to mitigate such amount or take any action to lessen Cotelligent's liability for such payment, which is intended to be absolute. Further, any termination without cause by Cotelligent shall operate to shorten the period set forth in paragraph 3(a) and during which the terms of paragraph 3 apply to one (1) year from the date of termination of employment. Employee shall be deemed to have been terminated without cause by Cotelligent if Employee shall be assigned any duties materially inconsistent with, or Employee's responsibilities shall be significantly limited, or Employee shall be significantly demoted, in any case so as not to be serving in a Senior Vice President and Chief Operating Officer capacity to Cotelligent (and its subsidiaries and affiliates), and the continuance thereof for a period of 5 business days after written notice from Employee that he is unwilling to accept such changes in duties or responsibilities. In the event that the Company terminates the Term or Executive’s employment hereunder Employee is terminated without Causecause, then in such event, subject any and all options which shall have been granted to Section 3(g), (1) the Company Employee by Cotelligent shall pay to Executive any unpaid Base Salary immediately vest without further action by Employee and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to notwithstanding the terms of Section 2(c)(i)any such option grant. At any time after the commencement of employment, incurred by the Executive in each case through the termination dateCotelligent or Employee may, without cause, terminate this Agreement and each of which shall be paid within 10 Employee's employment, effective thirty (30) days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal after written notice is provided to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) other party. If Employee resigns or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount otherwise terminates his employment without cause pursuant to this clause (2) of this Section 3(d)(iiparagraph 5(d), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder Employee shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15receive no severance compensation.

Without Cause. In Notwithstanding any other provision of this Section 5, the Board shall have the right to terminate Employee's employment with Employer at any time, but in the event that of such termination, Employee shall be entitled to receive (1) a lump sum payment of an amount equal to the Company terminates sum of (A) the Term Base Salary through the date of termination and any Incentive Compensation for the prior year to the extent not theretofore paid, (B) any compensation previously deferred by Employee (together with any accrued interest or Executive’s employment hereunder without Cause, then in such event, subject to Section 3(gearnings thereon), (C) one hundred percent (100%) of one (1) years current Base Salary, (D) one hundred percent (100%) of the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Sharesprevious year's Incentive Compensation, and (E) any unreimbursed expenses, pursuant to the terms accrued vacation earned and not paid as of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) after the Company shall pay to Executiveend of the calendar year of Employee's termination, payment of a prorated portion, based on the number of weeks during the year in one lump sumwhich Employee was employed by Employer, an amount equal to of the Base Salary Incentive Compensation that would have been paid to Executive be payable in respect of such year (based on the criteria applicable for the remainder that year). Furthermore, Employee shall receive continuing participation for a period of the Initial Term one (if such termination occurs during the Initial Terml) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of year from the date of termination at Employer expense in those Additional Benefits in which Employee was enrolled at the time of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all . In consideration of the Parties’ rights receipt of the severance benefits described in this paragraph, and obligations hereunder as a precondition to their receipt, Employee agrees to execute a release in the form attached hereto as Exhibit A (the "Release"). Employee shall thereafter cease, be granted a twenty-one (21) day period (or any other than such rights or obligations time period required by applicable law) in which arose to review and study the Release and consult with an attorney prior to executing the termination date Release. The severance benefits described in this Section 5(d) shall be payable to Employee within eight (8) days (or in connection with such termination, and subject to Section 15any other time period required by applicable law) after Employee's execution of the Release.

Without Cause. The other provisions of this Agreement notwithstanding, the Company may terminate Executive's employment, remove him as an officer and terminate this Agreement at any time for whatever reason it deems appropriate, with or without cause and with or without prior notice. In the event of such a termination of Executive's employment and this Agreement, Executive shall have no further obligations of any kind under or arising out of the Agreement (except for the obligations of Executive under Section 10) and the Company shall be obligated only to promptly pay Executive within the Short Term Deferral Period the following in a lump sum payment: (a) 170 percent of Base Salary through the end of the then current Term of this Agreement (the "Remaining Term") as provided for under Section 2 of this Agreement, but no less than a total of eighteen (18) months of 170 percent of Base Salary; and (b) any other amounts due and owing not then paid; provided, however, that in the event that as a result of such termination of employment Executive would otherwise be entitled to a severance payment (a "Change of Control Severance Payment") under Section 4 of the Amended and Restated Severance Agreement dated as of the 30th day of December, 2008, between Executive and the Company (the "Severance Agreement"), Executive shall be entitled to the amounts described in clause (b) above and the greater of: (i) the cash severance benefits described in clause (a) of this sentence and (ii) the cash severance benefits described in Section 4(a) of the Severance Agreement, but in no event to both payments. After the date of termination under this Section 9.4 or Section 9.6, Executive shall not be treated as an employee for purposes of the Company's employee benefit plans or programs even though he may continue to receive payments as provided in this Section 9.4, except: that Executive and his eligible dependents shall continue, to the extent permitted by law, to be covered by health and welfare insurance plans or programs in which Executive and his eligible dependents participate immediately prior to Executive's termination of employment for the Remaining Term; provided, however, that if during such time period Executive should enter into employment with a new employer and become eligible to receive comparable insurance benefits, the continued insurance benefits described herein shall automatically cease. In the event that Executive is ineligible, for whatever reason, to continue to be so covered with respect to any of the Company terminates the Term above-referenced plans or Executive’s employment hereunder without Causeprograms, then in such event, subject to Section 3(g), (1) the Company shall pay to provide substantially equivalent coverage through other sources (determined on an after-tax basis). In the event Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time entitled to a Change of Control Severance Payment under the Severance Agreement as a result of a termination of employment under this Section 9.4, Executive may elect to receive the continued health and welfare insurance benefits under this Section 9.4 or under Section 4(b) of the Severance Agreement, but in the future, andno event both benefits. Furthermore, in the event that there was of a termination Without Cause, Executive shall be presumed to have met eligibility requirements specified in Section 2.4 of the Mxxxxxxx Replacement Benefit Plan and the Mxxxxxxx Supplemental Benefit Plan or any Deferred Portion which had been agreed to successor thereto and he shall be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant entitled to the terms of Section 2(c)(i), incurred by the Executive in each case amounts that have accrued under such plans through the date of his termination date, without cause. All awards of restricted stock and each stock options shall automatically vest and be exercisable for the full unexpired term of which the option. Executive agrees that the payments described in this Section 9.4 shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid full and adequate compensation to Executive for the remainder all damages Executive may suffer as a result of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount of his employment pursuant to this clause (2) Sections 9.4 or 9.6, and in consideration of the payments and benefits provided in this Section 3(d)(ii)9.4, Executive agrees to execute a Waiver and Release Agreement in the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of form attached hereto as Attachment A; provided, however, that, except as specifically provided for under this Section 3(d)(ii) divided by (Y) 9.4, any rights and benefits Executive may have under the VWAP as employee benefit plans and programs of the date Company, in which Executive is a participant, shall be determined in accordance with the terms and provisions of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; plans and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15programs.

Without Cause. In the event that If Executive is involuntarily terminated by the Company terminates the Term or Executive’s employment hereunder without Without Cause, then (i) Executive shall be entitled to continue to receive his Base Salary (as in effect on the Termination Date) for thirty-six (36) months following the Termination Date (such eventdate, subject to Section 3(g)the "End Date") so long as Executive has not breached the provisions of paragraphs 6, 7 or 8, (1ii) the Company shall pay 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 was entitled to Executive any unpaid Base Salary participate so long as his continued participation is possible under the general terms and benefits then owed or accrued, including the issuance provisions of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; programs (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that Executive's participation in any such program is barred, the Company does will arrange to provide the 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, the Executive shall become fully vested and have a non-forfeitable interest in the benefit which he has accrued under the Annual Cash Bonus Plan as of the Termination Date (and shall be given full credit under the Annual Cash Bonus Plan for the benefit that he would have accrued 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 sufficient cash been met) if he were employed by the Company on hand the last day of such plan year), and (iv) Executive will be entitled to enable it to pay service credit under the full amount Supplemental Retirement Agreement through the End Date. The amounts payable in respect of accrued benefits under the Annual Cash Bonus Plan shall be payable at the time provided for in, and in accordance with the provisions of, the Annual Cash Bonus Plan. The amounts payable pursuant to this clause paragraph 5(c) in respect of Base Salary may be payable, at Executive's discretion, in one lump sum payment within 30 days following the Termination Date equal to the present value (2determined using a discount rate equal to the "prime" rate of interest charged by Chase Manhattan Bank in New York plus two percentage points) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive payments otherwise payable pursuant to this clause (2paragraph 5(c). This paragraph 5(c) sets forth Executive's exclusive remedy for a termination of this Section 3(d)(ii) divided by (Y) his employment Without Cause and Executive shall have no other right or remedy against Carter's or the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or Company in connection with such termination, and subject to Section 15therewith.

Without Cause. In the event that the Employment Period terminates under this Agreement as a result of the Company terminates terminating the Term or Executive’s employment hereunder without CauseCause or the Executive terminating his employment for Good Reason, then in such event, subject to Section 3(g), (1) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid (A) within 10 thirty (30) days following the termination date; (2) Date of Termination, the Company shall pay to Executive, in one lump sum, an amount equal to the ’s accrued but unused vacation and Base Salary that would have been paid to Executive for through the remainder Date of the Initial Term Termination (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; theretofore paid) (the “Accrued Benefits”) and (4B) all one and a half (1.5) times the Executive’s Base Salary, payable in equal installments over an eighteen (18)-month period in accordance with the Company’s standard payroll practices. For the eighteen (18)-month period commencing on the day after Executive’s Date of Termination, the Company shall continue to provide medical benefits to the Executive which are substantially similar to those provided generally to executive officers of the Parties’ rights Company (including any required contribution by such executive officers) pursuant to such medical plan as may be in effect from time to time as if the Executive’s employment had not been terminated (it being understood that the Company may provide such coverage by paying the Executive’s COBRA premiums, less any contribution required by the Executive); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive comparable medical or other welfare benefits under another employer provided plan, the corresponding medical and other welfare benefits described herein shall be terminated, but the Executive shall have the right to receive the other payments provided herein unaffected by any duty to mitigate. The Executive shall promptly notify the Company of any changes in his medical benefits coverage. The payments and benefits provided under this Section 6(a) are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form provided by 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, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 8 and 9 hereof. For the avoidance of doubt, upon a 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, 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 as provided in this Section 6(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 (the (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”) or such other analogous legislation as may be applicable to the Executive, the Company shall have no additional obligations hereunder under this Agreement. For purposes of this Agreement, “Good Reason” shall thereafter ceasemean, without the Executive’s consent: (i) any materially adverse change in the Executive’s title, (ii) any material diminution in the Executive’s authority or responsibilities, (iii) any material reduction, either from one year to the next, or within the current year, in the Executive’s base salary or bonus opportunity, other than, in the case of bonus opportunity, a decrease that applies to a similarly situated class of employees of the Company or its affiliates, or (iv) a change in the Executive’s principal place of business to a location more than such rights or obligations which arose prior 50 miles from its present location, provided, that Good Reason shall not occur unless the Executive shall have given a detailed written notice to the termination date Company of any fact or in connection with circumstance believed by the Executive to constitute Good Reason within thirty (30) days of the occurrence of such terminationfact or circumstance, and subject the Company shall have thirty (30) days to Section 15cure such fact or circumstance and shall have failed to so cure.

Without Cause. In the event that If Executive is involuntarily terminated by the Company terminates the Term or Executive’s employment hereunder without Without Cause, then (i) Executive shall be entitled to continue to receive his Base Salary (as in effect on the Termination Date) for thirty-six (36) months following the Termination Date (such eventdate, subject to Section 3(g)the "End Date") so long as Executive has not breached the provisions of paragraphs 6, 7 or 8, (1ii) the Company shall pay 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 was entitled to Executive any unpaid Base Salary participate so long as his continued participation is possible under the general terms and benefits then owed or accrued, including the issuance provisions of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; programs (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that Executive's participation in any such program is barred, the Company does will arrange to provide the 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, the Executive shall become fully vested and have a non-forfeitable interest in the benefit which he has accrued under the Annual Cash Bonus Plan as of the Termination Date (and shall be given full credit under the Annual Cash Bonus Plan for the benefit that he would have accrued 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 sufficient cash been met) if he were employed by the Company on hand the last day of such plan year), and (iv) Executive will be entitled to enable it to pay service credit under the full amount Supplemental Retirement Agreement through the End Date. The amounts payable in respect of accrued benefits under the Annual Cash Bonus Plan shall be payable at the time provided for in, and in accordance with the provisions of, the Annual Cash Bonus Plan. The amounts payable pursuant to this clause paragraph 5(c) in respect of Base Salary may be payable, at Executive's discretion, in one lump sum payment within 30 days following the Termination Date equal to the present value (2determined using a discount rate equal to the "prime" rate of interest charged by Chase Manhattan Bank in New York plus two percentage points) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive payments otherwise payable pursuant to this clause (2paragraph 5(c). This paragraph 5(c) sets forth Executive's exclusive remedy for a termination of this Section 3(d)(ii) divided by (Y) his employment Without Cause and Executive shall have no other right or remedy against Holdings or the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or Company in connection with such termination, and subject to Section 15therewith.

Without Cause. In the event that the Company terminates the Term or If this Agreement and Executive’s employment hereunder is terminated without Cause, then in such event, subject Cause pursuant to Section 3(g)7(e) hereof, (1) the Company shall pay have no obligation to Executive any unpaid Base Salary and benefits then owed or accrued, including legal representatives of Executive other than (conditioned upon the issuance last sentence of any Payment Shares which would otherwise be payable at that time or this Section 8(f)) (i) payment of termination compensation in the future, and, in the event that there was any Deferred Portion which had been agreed amount equal to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; two (2) the Company shall pay to times Executive, 's annual Base Compensation in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash effect on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, subject to applicable withholding taxes, and payable, subject to Section 8(h), in accordance with Company’s payroll cycle during the two (2) year period commencing on the date of such termination; (ii) payment of the " target bonus," as that term is used in Company's current bonus plan for full time officers of Company, or its equivalent if the term or plan should be issued within 10 days amended, which Executive would have been otherwise entitled to receive each year during the two (2) year period commencing on the date of such termination, payable, subject to Section 8(h), in each of the two years following the termination dateyear of termination; (3iii) continued coverage of medical benefits for a period of two (2) years or until such time as Executive commences new employment, whichever occurs first; (iv) payment of any accrued benefits or obligations owed to Executive; (v) benefits (if any) provided in accordance with applicable plans, programs and arrangements of Company or as required by law; (vi) payment of reasonable professional search fees relating to Executive's outplacement; and (vii) any Equity Grant already made outstanding equity grant(s) held by Executive at the time of such termination as governed by the agreement or plan pursuant to which such grant(s) was issued. In consideration of the compensation and benefits payable to Executive pursuant to subsections (i), (ii), (iii) and (vi), Executive shall, as a condition to payment of such compensation and benefits, execute a general release, in form and substance reasonably acceptable to the extent not already vestedCompany, be deemed automatically vested; releasing the Company and (4) its affiliates from all of claims and liabilities Executive may have against the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or Company in connection with such terminationExecutive’s employment by the Company, and subject to Section 15except for any accrued obligations.

Without Cause. In the event that the Company terminates the Term or Executive’s 's employment hereunder is terminated by PEI and/or PGE without Cause, then in such event, subject to Section 3(g), (1) other than by reason of the Company shall pay to Executive any unpaid Base Salary and benefits then owed death or accrued, including the issuance Disability of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder all obligations of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to PEI and/or PGE under this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP Agreement will cease as of the date of termination, except that PEI and/or PGE collectively shall pay Executive, and Executive shall be entitled to receive either (i) in the event such terminationtermination does not occur within three years following the date on which a "Change in Control" (as defined below) of PEI occurs (A) the unpaid portion of his salary to the end of the Term, to be issued paid in accordance with Section 4(a) hereof, and (B) vested, nonforfeitable amounts owing or accrued under any benefit plans or programs set forth or referred to in Section 5(a) hereof in which Executive participated as of his termination under the terms and conditions of the plan or program pursuant to which such benefits were granted or (ii) in the event such termination occurs within three years following the date on which a Change in Control of PEI occurs (A) a Severance Payment equal to two times (2x) Executive's annual salary for the year in which such termination occurs to be paid in a lump sum within 10 days of such termination, (B) the unpaid portion of Executive's salary with respect to any additional years (other than the year in which such termination occurs) remaining in the Term to be paid in accordance with Section 4(a) hereof, (C) a continuation for a period of three years following the termination date; (3) any Equity Grant already made date on which a Change in Control of PEI occurs or until such time as Executive has obtained new employment and is covered by equivalent benefits, whichever is sooner, of Executive's coverage at the expense of PEI and/or PGE under life insurance, hospitalization and medical plans providing benefits which are substantially comparable to benefits provided to Executive shallunder benefit plans of PEI, to the extent not already vested, be deemed automatically vested; PGE and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose their respective subsidiaries in effect immediately prior to the Change in Control of PEI and (D) vested nonforfeitable amounts owing or accrued under any other benefit plans or programs set forth or referred to in Section 5(a) hereof in which Executive participated as of his termination date under the terms and conditions of the plan or program pursuant to which such benefits were granted. For purposes of this Agreement, a "Change in connection with such termination, Control" of PEI shall be deemed to have occurred if and subject to Section 15.when:

Without Cause. In the event that Riedman's employment may be terminated by the Company terminates the Term or Executive’s employment hereunder without Causeat any time wixxxxx xxxse, then in such event, subject to Section 3(g), effective upon one (1) month written notice of termination and the Company shall be obligated to continue to pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock Riedman as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, severance an amount equal to Riedman's salary and benefitx (xxxxr than incentive compensation amoxxxx) xxx 18 months, payable under the Base Salary that would have been paid same terms as provided while Riedman was an employee. Should Riedman's employment be terminated bx xxx Xompany without cause in cxxxxxxxxx with a "change of control," the Company shall be obligated to Executive for pay to Riedman within 30 days after the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term)occurrence thereof, as applicable, which shall be paid within 10 days following severance anx xx xxeu of any and all other payments due under the termination date, provided that, in the event that the Board determines that the Company does not Agreement (except such as have sufficient cash on hand accrued to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, ) an amount equal to be issued within 10 days of following the termination date; three (3) any Equity Grant already made times the "base amount" paid to Executive shallRiedman in the "base period." The terms "base amount" and "base perixx" xxxll have the meaning given to them in Internal Revenue Code ("Code") Section 280G(b)(3)(A) and Section 280G(d)(2), respectively, and the Regulations enacted thereunder. In no event shall the aggregate amount payable to the extent not already vested, Riedman hereunder be deemed automatically vested; and (4such as to constitute an Excess Parachute Paymexx xx xhat term is used in Section 280G(b) all of the Parties’ rights and obligations Code. In the event the aggregate payments due hereunder constitute an Excess Parachute Payment, such payments as selected by Riedman shall thereafter ceasebe reduced or negated in sufficient amount as to rendex xxx xggregate of the remaining payments not an Excess Parachute Payment. A "change of control" shall mean the occurrence of an event which would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15as amended.

Without Cause. In The Company also may terminate the event that the Company terminates the Term or Executive’s 's employment hereunder without Cause, then in such event, subject to Section 3(g), Cause at any time upon not less than thirty (130) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant days' prior written notice to the terms of Section 2(c)(i)Executive; provided, incurred by the Executive in each case through the termination datehowever, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that such notice is given, the Board determines Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. Upon the Executive's termination in accordance with the preceding sentence, the Company shall pay to the Executive a single lump sum in cash, within 10 days following the date of the Executive's termination, unless another date is mutually agreed upon by the parties, equal to the aggregate amount of (i) unpaid salary, accrued but unpaid annual bonus and benefits (then owed, or accrued and owed in the future) through the date of termination, (ii) the Executive's base salary and target bonus (based upon the target bonus payable for the year in which such termination occurs) payable through the remainder of the Term as if the Executive had not been terminated (the "Remaining Term") (but not less than one year's base salary and target bonus) and (iii) all unreimbursed expenses incurred by the Executive pursuant to Section 3 above, and the Executive shall be fully vested in all outstanding long-term incentive awards (whether based in equity or cash, and specifically including but not limited to stock options and restricted stock) then held by the Executive. In addition, all health, life insurance, long term disability, dental, and medical programs specified in Section 5, and all perquisites described in Section 7, shall continue for the Remaining Term (but for no less than one year following termination); provided, however, that the Company does not have sufficient cash on hand shall in no event be required to enable it provide any coverage after such time as the Executive becomes qualified and entitled to pay receive benefits of the full amount same type from another employer or recipient of the Executive's services (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other similar arrangements). At the conclusion of the Remaining Term, the Executive shall be entitled to receive all accrued benefits then owed and any benefits pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) Company's plan or program which are accrued and owed in the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15future.

Without Cause. In If during the event that Employment Period, the Company terminates shall terminate the Term or Executive’s employment hereunder without CauseCause (which, then for this purpose, shall include non-renewal) or the Executive shall terminate his employment for Good Reason, except in either such event, subject to Section 3(gcase within six (6) months prior or eighteen (18) months following a Change in Control (as defined below), (1) the Company shall pay to the Executive any unpaid or his heirs (1) within ten (10) days after the Date of Termination, the sum of the Executive’s Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each Date of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shallTermination, to the extent not already vestedtheretofore paid, plus all accrued PTO pay, unreimbursed business expenses and other accrued but unpaid compensation described in Section 2(b) above (the “Accrued Obligations”); (2) any amount arising from the Executive’s participation in, or benefits under, any Investment Plans (“Accrued Investments”), which amounts shall be deemed automatically vestedpayable in accordance with the terms and conditions of such Investment Plans; and (43) all subject to Executive’s execution and nonrevocation of a general release in favor of Aeroflex, its affiliates and their current and former officers, directors and employees, in substantially the Parties’ rights and obligations hereunder shall thereafter ceaseform attached hereto as Exhibit A within 30 days following the date of such termination (the “Release”), other than commencing, notwithstanding any provision to the contrary in Sections 4(a)(3)(A)-(C), on the 30th day following such rights Date of Termination (provided that, payments or obligations which arose benefits that would otherwise have been owed to Executive prior to the termination date 30th day the Date of Termination shall be made to or on behalf of Executive on the 30th day after the Date of Termination), (A) an amount equal to to the Executive’s Base Salary for the twelve (12) month period immediately following the Date of Termination together with an amount equal to one times the Target Bonus paid in connection with a lump sum; (B) the unpaid bonus, based on the Company’s actual performance for the Fiscal Year in which the Date of Termination occurs, if any, prorated to the Date of Termination, such terminationbonus, if any, to be paid at the time that the Company pays bonuses, if any, to other senior executives of the Company; and subject (C) the Executive and qualifying members of the Executive’s family shall be entitled to Section 15continue to participate, at the Company’s expense, in the Company’s Welfare Plans, including medical, dental and prescription coverage, for a period of one year after the Date of Termination.

Without Cause. In the event that of the Company terminates termination of the Term or Executive’s employment hereunder during the Employment Period by the Company without Cause, then in such event, subject addition to Section 3(g), the Executive’s accrued but unused vacation and Base Salary through the Date of Termination (1to the extent not theretofore paid) the Company Executive shall pay be entitled to Executive any unpaid continue to receive his Base Salary and benefits then owed or accruedat the rate in effect as of the Date of Termination for a period of six (6) months following the Date of Termination, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed with such Base Salary to be paid in cashinstallments in accordance with the Company’s normal payroll practices beginning on the first regular payroll date occurring after the date on which the Release (as defined below) becomes effective and no later than the ninetieth (90th) day following the Date of Termination, with any provided that if such Deferred Portion instead being paid ninety (90) day period spans two calendar years, the installment payments shall begin in shares of Common Stock as though the second such amount had been agreed to be paid via the calendar year. The initial payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the continued Base Salary will include a catch-up payment consisting of the installments that otherwise would have been paid on the regular payroll dates occurring between the Date of Termination and such initial payment date. The payments and benefits provided herein are subject to and conditioned upon the Executive for executing a valid general release and waiver (in the remainder form reasonably acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors (the “Release”), and such Release becoming effective in accordance with its terms on or before the sixtieth (60th) 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. For the avoidance of doubt, upon a termination of the Initial Term Employment Period without Cause, the Executive shall not be entitled to continuation of his Base Salary for more than the period of six (if such 6) months described in the preceding sentence or to any other compensation or benefits not expressly provided for in this section, regardless of the time that would otherwise remain in the Employment Period had the Employment Period not been terminated without Cause. Notwithstanding the foregoing, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of a termination occurs during of his employment by the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which Company without Cause. Any amounts that the Executive earns pursuant to other employment shall offset and reduce the amount of severance required to be paid within 10 days following to the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount Executive pursuant to this clause (2Section 5(a) during the 6-month period following the Date of Termination. For purposes of this Section 3(d)(ii5(a), “employment” shall mean any activity for which the Executive is compensated as a result of the rendering of services, whether such services are rendered as a common law employee, a partner, sole proprietor, independent contractor or otherwise. The Executive shall be required to provide such evidence as the Company may reasonably require regarding the amount of such earnings. 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 extend required by Section 4980B of the Internal Revenue Code of 1986 and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company may satisfy such payment amount shall have no additional obligations under this Agreement. During the severance period, the Executive shall be eligible to elect to receive Isola’s medical and dental plans. The Executive will be required to pay their normal employee contribution rate during the severance period. These benefits will be secondary and supplemental to any like benefits provided by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15another company.

Without Cause. In Subject to the event provisions of Section 11 hereof, the Board may, by written notice to the Employee, immediately terminate his employment at any time for any reason; provided that the Company terminates the Term or Executive’s employment hereunder without Cause, then in if such event, subject termination is for any reason other than pursuant to Section 3(gSections 9 (a), (1b) or (c) above, the Employee shall be entitled to receive the following compensation and benefits: (i) the base salary provided pursuant to Section 2 hereof, up to the date of expiration of the term (including any renewal term then in effect) of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life and disability benefits which the Employee would have been eligible to participate in through the Termination Date, based upon the benefit levels substantially equal to those that the Holding Company provided for the Employee at the date of termination of employment. Said sum shall pay to Executive any unpaid Base Salary and benefits then owed be paid, at the option of the Employee, either (I) in periodic payments over the remaining term of this Agreement, as if the Employee's employment had not been terminated, or accrued(II) in one lump sum within ten (10) days of such termination; provided however, including that the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed amount to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via by the payment of Payment Shares, and any unreimbursed expenses, pursuant Holding Company to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which Employee hereunder shall be paid within 10 days following the termination date; not exceed two (2) times the Company Employee's "average annual compensation". The Employee's "average annual compensation" shall pay to Executive, in one lump sum, an amount equal to be the Base Salary that would have been paid to Executive for the remainder average of the Initial Term total annual "compensation" acquired by the Employee during each of the five (5) fiscal years (or the number of full fiscal years of employment, if such termination occurs during the Initial TermEmployee's employment is less than five (5) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following years at the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2thereof) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of immediately preceding the date of such termination. The term "compensation" shall mean any money or provision of any other thing of value in consideration of employment, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shallpaid or guaranteed hereunder this Agreement, to the extent not already vestedincluding, be deemed automatically vested; without limitation, base salary, bonuses, pensions and (4) all of the Parties’ rights profit sharing plans, directors fees or committee fees, fringe benefits and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15deferred compensation accruals.

Without Cause. In the event that If the Company terminates elects to terminate Executive for any reason whatsoever other than as provided in Section 6(a) or if the Term or Executive’s employment hereunder without Cause, then in such event, subject to Section 3(gCompany causes a Defacto Termination of Executive (as defined below) (each a "Severance Termination"), (1) Executive shall receive the Company "Separation Package." As used herein, the "Separation Package" shall pay to Executive any unpaid consist of two years' Base Salary and benefits then owed or accrued, including (at the issuance annual rate in effect at the date of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2Severance Termination) the Company shall pay to Executive, in one lump sum, plus an amount equal to the Base Salary that would have Performance Bonus actually paid to Executive with respect to the eight fiscal quarters preceding the date of the Severance Termination (or if Executive has been employed for less than two years or participated in the performance bonus plan for less than two years, the amount of Performance Bonus paid to Executive for the remainder entire period of employment or participation, as the case may be, multiplied by a fraction, the numerator of which is the number eight and the denominator of which is the actual number of fiscal quarters for which Executive was employed by the Company or participated in such plan). In addition, all Options which are scheduled to vest on the next anniversary of the commencement of the Initial Term (if such termination occurs during shall vest as of the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term)date of the Severance Termination. Further, as applicable, which shall be paid within 10 days following the termination date, provided that, in the event all Options that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP become exercisable as of the date of such terminationtermination (including those which do so as a result of the provisions of the preceding sentence) shall remain so for a period of 12 months. In the event of a Severance Termination, Executive will also be provided with reasonable office space and secretarial support as well as the same mailing address and telephone number which Executive had during the term for up to be issued six months, and the Company shall pay the costs of out placement services with a provider of its choice at a level appropriate to Executive's title and position as requested by Executive. For purposes of this paragraph, a "Defacto Termination" shall include any of the following events: (i) the Company shall fail to pay or shall reduce the Base Salary or other benefits provided herein, except as permitted hereunder, or shall otherwise breach any material provision hereof which breach is not cured within 10 days after receipt of following the termination datenotice thereof from Executive; (3ii) any Equity Grant already made the Company shall fail to cause Executive shallto remain the Chief Executive Officer of the Company; (iii) Executive shall not be continuously afforded the authority, powers, responsibilities and privileges contemplated in Section 1 above (whether or not accompanied by a change in title); (iv) the Company shall require Executive's primary services to be rendered in an area other than the extent not already vestedCompany's principal offices in the Los Angeles metropolitan area; or (v) after a Change in Control (as defined below), the Company increases the base salary for senior executives of the Company generally without similarly increasing the Base Salary of Executive. For purposes of clause (iii), Executive shall be deemed automatically vested; not to have been continuously afforded the authority, powers, responsibilities and (4) all privileges contemplated in Section 1 above if there shall occur any reduction in the scope, level or nature of Executive's employment hereunder, or any demotion, any phasing out or assignment to others, of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15duties contemplated herein.

Without Cause. Either party may terminate this Agreement immediately without cause by giving written notice to the other. If the Company terminates under this Section 7(b), then it shall pay to the Employee an amount equal to the product of (i) the Employee's minimum annual base salary in effect as of the date of termination, plus the greater of either (x) the total annual bonus paid, payable, or which would have been payable to the Employee under this Agreement (had it been in effect) for 2001 and payable in 2002 or (y) the highest bonus paid for any year during which this Agreement was in effect ("Base Year Bonus"), times (ii) the number of years (including partial years) remaining in the Term or the number 3 (three), whichever is greater. The Company shall make such payment in a lump sum on or before the fifth day following the date of termination, or as otherwise directed by the Employee. In addition, all options granted to the Employee which had not vested as of the date of termination hereunder shall vest immediately and the Company shall maintain in full force and effect for the continued benefit of the Employee for the number of years (including partial years) remaining in the Term, or 3 years, whichever is greater, all employee benefit plans and programs in which the Employee was entitled to participate immediately prior to the date of termination, provided that the Employee's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Employee's participation in any such plan or program is prohibited, the Company shall, at its expense, arrange to provide the Employee with benefits substantially similar to those which the Employee would otherwise have been entitled to receive under such plans and programs for which discontinued participation is prohibited. If the Employee terminates the Term or Executive’s employment hereunder without Causeunder this Section 7(b), then in such event, subject to Section 3(g), (1) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it obligated to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), Employee the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of minimum annual base salary due him through the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15.

Without Cause. In the event that the Company terminates the Term or Executive’s 's employment hereunder is terminated by PEI and/or PGE without Cause, then in such event, subject to Section 3(g), (1) other than by reason of the Company shall pay to Executive any unpaid Base Salary and benefits then owed death or accrued, including the issuance Disability of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder all obligations of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to PEI and/or PGE under this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP Agreement will cease as of the date of termination, except that PEI and/or PGE collectively shall pay Executive, and Executive shall be entitled to receive either (i) in the event such terminationtermination does not occur within three years following the date on which a "Change in Control" (as defined below) of PEI occurs (A) the unpaid portion of his salary to the end of the Term, to be issued paid in accordance with Section 4(a) hereof, and (B) vested, nonforfeitable amounts owing or accrued under any benefit plans or programs set forth or referred to in Section 5(a) hereof in which Executive participated as of his termination under the terms and conditions of the plan or program pursuant to which such benefits were granted or (ii) in the event such termination occurs within three years following the date on which a Change in Control of PEI occurs (A) a Severance Payment equal to two times (2x) Executive's annual salary for the year in which such termination occurs to be paid in a lump sum within 10 days of such termination, (B) the unpaid portion of Executive's salary with respect to any additional years (other than the year in which such termination occurs) remaining in the Term to be paid in accordance with Section 4(a) hereof, (C) a continuation for a period of three years following the date on which a Change in Control of PEI occurs or until such time as Executive has obtained new employment and is covered by equivalent benefits, whichever is sooner, of Executive's coverage at the expense of PEI and/or PGE under life insurance, hospitalization and medical plans providing benefits which are substantially comparable to benefits provided to Executive under benefit plans of PEI, PGE and their respective subsidiaries in effect immediately prior to the Change in Control of PEI and (D) vested nonforfeitable amounts owing or accrued under any other benefit plans or programs set forth or referred to in Section 5(a) hereof in which Executive participated as of his termination date; under the terms and conditions of the plan or program pursuant to which such benefits were granted. For purposes of this Agreement, a "Change in Control" of PEI shall be deemed to have occurred if and when: (3w) there shall be consummated either (i) any Equity Grant already made consolidation or merger of PEI in which PEI is not the continuing or surviving corporation or pursuant to Executive shallwhich shares of PEI's Common Stock are converted into cash, securities or other property, other than a consolidation or merger of PEI in which each holder of PEI's Common Stock immediately prior to the extent not already vestedmerger has upon consummation of the merger the same proportionate ownership of common stock of the surviving corporation as such holder had of PEI's Common Stock immediately prior to the merger, be deemed automatically vested; and or (4ii) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the Parties’ rights assets of PEI; (x) the shareholders of PEI shall approve any plan or proposal for the liquidation or dissolution of PEI; (y) any person (as such term is used in Sections 13(d) and obligations hereunder shall thereafter cease14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than such rights any trustee under any employee benefit plan of PEI or obligations which arose prior to the termination date or in connection with such terminationany of its subsidiaries, and subject persons (as such term is so used) who are then affiliates (as defined on August 28, 1996 in Rule 12b-2 under the Exchange Act) of such person, or any one of them, shall after the date hereof become the beneficial owner or owners (as defined on August 28, 1996 in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of PEI representing in the aggregate 20% or more of the voting power of all then outstanding securities of PEI having the right under ordinary circumstances to Section 15.vote in an election of the PEI Board (without limitation, any securities of PEI having such voting power that any such person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise, shall be deemed beneficially owned by such person); or (z) during any period of 13 consecutive months, individuals who at the beginning of such period constitute the entire PEI Board and any new directors whose election by the PEI Board, or whose nomination for election by PEI's shareholders, shall have been approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election shall previously have been so approved shall cease for any reason to constitute a majority of the members of the PEI Board. (c)

Without Cause. In Subject to the event provisions of Section 11 hereof, the Board may, by written notice to the Employee, immediately terminate her employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 10 (a), (b) or (c) above, the Employee shall be entitled to receive the following compensation and benefits: (i) the salary provided pursuant to Section 2 hereof, up to the date of expiration of the term (including any renewal term then in effect) of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life, and disability benefits which the Employee would have been eligible to participate in through the Termination Date based upon the benefit levels substantially equal to those that the Company terminates provided for the Term Employee at the date of termination of employment. Said sum shall be paid, at the option of the Employee, either (I) in periodic payments over the remaining term of this Agreement, as if the Employee's employment had not been terminated, or Executive’s employment hereunder without Cause(II) in one lump sum within ten (10) days of such termination; provided however, then in such event, subject to Section 3(g), (1) that the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed amount to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via by the payment of Payment Shares, and any unreimbursed expenses, pursuant Company to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which Employee hereunder shall be paid within 10 days following the termination date; not exceed two (2) times the Company Employee's "average annual compensation". The Employee's "annual average compensation" shall pay to Executive, in one lump sum, an amount equal to be the Base Salary that would have been paid to Executive for the remainder average of the Initial Term total annual "compensation" acquired by the Employee during each of the five (5) fiscal years (or the number of full fiscal years of employment, if such termination occurs during the Initial TermEmployee's employment is less than five (5) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following years at the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2thereof) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of immediately preceding the date of such termination. The term "compensation" shall mean any payment of money or provision of any other thing of value in consideration of employment, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shallincluding, to the extent not already vestedwithout limitation, be deemed automatically vested; base compensation, bonuses, pension and (4) all of the Parties’ rights profit sharing plans, directors fees or committees fees, fringe benefits and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15deferred compensation accruals.

Without Cause. In the event that the Company terminates the Term or Executive’s employment hereunder without Cause, then in such event, subject Subject to Section 3(g), (110(e) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, andbelow, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred this Agreement is terminated or not renewed by the Executive in each case through Company without Cause prior to a Liquidity Event, the termination date, and each of which shall Contingent Reimbursement will be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder made immediately as of the Initial Term (if effective date of such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Terman “Undue Termination”), as applicable, which shall be paid within 10 days following the termination date, provided that, in and only to the extent by which, (A) the sum of (i) the Board’s most recent determination of net asset value per share of the Common Shares multiplied by the number of Common Shares issued and outstanding and held of record by the Stockholders (determined for separate classes of Common Shares, if applicable), plus (ii) total Distributions declared with respect to Common Shares from the Company’s inception through the effective date of the Undue Termination, exceeds (B) the sum of (i) Invested Capital, plus (ii) the total Distributions required to pay a Priority Return to the Stockholders from the Company’s inception through the effective date of the Undue Termination, with the amount of the Contingent Reimbursement, or allowable portion thereof, being included for purposes of calculating the Priority Return. If the Board has not determined a net asset value per share of the Common Shares at the time of an Undue Termination, then the foregoing Contingent Reimbursement will be calculated and made immediately upon the Board’s determination of a net asset value per share of the Common Shares or, if a Liquidity Event occurs first, then the Contingent Reimbursement will be calculated and made pursuant to Section 10(b). In the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii)an Undue Termination, the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) Advisor and its Affiliates shall not be due the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, Contingent Reimbursement to the extent not already vested, required to be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior reimbursed pursuant to the termination date or in connection with such termination, and subject to Section 15foregoing.

Without Cause. The Company shall have the right to terminate the Employment Term without cause at any time by giving Employee written notice of such termination. Under such circumstances, Employee shall be entitled to receive, for a period (the "Severance Period") equal to the balance of the unexpired Employment Term (which, in accordance with Section 1.1 hereof, shall be December 31 of the current year if notice of termination is given on or prior to October 1, or December 31 of the following year if notice of termination is given after October 1, continued coverage under any group health plan(s) maintained by the Company and in which Employee participated immediately prior such termination, subject to any deductibles, limitations, exclusions, co- payments and other cost sharing features applicable to active employees of the Company covered under such plan(s) (or, at the Company's option, an amount in cash equal, on an after-tax basis, to the "applicable premium" for such coverages, as described in 29 U.S.C. ss. 1164). The foregoing notwithstanding, any obligation to provide medical insurance (or payment in lieu thereof) shall expire when Employee is employed by a new employer that provides health insurance to its employees on a cost-sharing basis comparable to that provided by the Company. In the event that addition, if the Company terminates the Employment Term or Executive’s employment hereunder without Cause, then Employee will be entitled to receive an amount in cash equal to the sum of the salary payments he would have received for the balance of the unexpired Employment Term (assuming the rate of salary in effect at the time of his termination), but for such eventtermination. Employee shall only have the right to receive payment for incentive compensation, if any, referred to in Section 1.5 hereof to which Employee would have been entitled in accordance with and subject to Section 3(g)the provisions of the applicable plans or programs as duly adopted by the Company. Except as expressly stated in this paragraph, upon the termination of this Agreement Employee shall not be entitled to any payments or benefits which may be provided to employees of the Company. Payments and benefits to be provided hereunder shall in all respects be conditioned upon (1) the prior receipt by the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance from Employee of a general release of all claims of any Payment Shares nature whatsoever which would otherwise be payable at that time Employee had, has or may have against the Company and related parties relating to Employee's employment by the Company (other than Employee's entitlement under any employee benefit plan or program sponsored by the Company in which Employee participated and under which Employee has accrued a benefit) or the futuretermination thereof, and, in the event that there was any Deferred Portion which had been agreed such release and covenant to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed form and substance reasonably satisfactory to be paid via counsel for the payment of Payment SharesCompany, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) continued compliance by Employee with the Company shall pay to ExecutiveConfidentiality Agreements and, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder duration of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii)Severance Period, the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15Restrictive Covenants.

Without Cause. In the event that the Company terminates the Term Should Employee be terminated without cause by Cotelligent or Executive’s employment hereunder Cotelligent fails to extend this Agreement without Causecause, then in such event, subject to Section 3(g), (1) the Company Employee shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executivereceive, in one lump sumlump-sum payment payable as soon as practicable after the effective date of termination (x) if the termination date is within the Initial Term, an amount which shall equal (i) one times Employee's most recent base annual salary plus (ii) one times Employee's most recent annual bonus (the "Termination Payment") or (y) if the termination date is subsequent to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, an amount which shall be paid within 10 days following equal two times the termination date, provided Termination Payment. It is specifically understood and agreed that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it Employee's employment is terminated without cause, Cotelligent shall in all circumstances be required to pay the full Termination Payment to Employee, regardless of whether Employee has obtained other employment following such termination and Employee shall be under no duty to mitigate such amount or take any action to lessen Cotelligent's liability for such payment, which is intended to be absolute. Further, any termination without cause by Cotelligent shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3, if applicable, apply to six (6) months from the date of termination of employment. Any group health continuation coverage that Cotelligent is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall be offered upon termination and Cotelligent shall pay the cost of such COBRA coverage. Employee shall be deemed to have been terminated without cause by Cotelligent if (i) Cotelligent breaches Section 2(a) of this Agreement (ii) Employee shall be assigned any duties materially inconsistent with, or Employee's responsibilities shall be significantly limited, or Employee shall be significantly demoted, in any case so as not to be serving in a Chief Financial Officer capacity to Cotelligent and its subsidiaries and affiliates, and the continuance thereof for a period of five (5) business days after written notice from Employee that he is unwilling to accept such changes in duties or responsibilities. In the event Employee is terminated without cause pursuant to this clause (2) of this Section 3(d)(ii4(b), Employee's options shall become fully vested and Employee shall have, notwithstanding anything to the Company may satisfy such payment amount contrary contained in any relevant option agreements, ninety (90) days within which to exercise any vested options, after which any options not exercised by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive Employee would be forfeited; provided, -------- however, if Employee is terminated without cause pursuant to this clause Section 4(b) ------- within one (21) of this year following a Change in Control (as defined in Section 3(d)(ii11(e) divided by hereunder), Employee shall have, notwithstanding anything to the contrary contained in any relevant option agreements, one (Y1) the VWAP as of the date of such termination, year within which to be issued within 10 days of following the termination date; (3) exercise any Equity Grant already made to Executive shallvested and outstanding options, to the extent permitted by the underlying agreements governing the Change in Control, after which any options not already vestedexercised by Employee would be forfeited. At any time after the commencement of employment, be deemed automatically vested; Employee may, without cause, terminate this Agreement and Employee's employment, effective thirty (30) days after written notice is provided to Cotelligent. If Employee voluntarily resigns or otherwise terminates his employment without cause pursuant to this Section 4(b), (i) Employee shall receive no severance compensation and (4ii) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior notwithstanding anything to the termination date or contrary contained in connection with any relevant option agreements, Employee shall have ninety (90) days within which to exercise any previously vested and outstanding options, after which any such termination, and subject to Section 15options not exercised by Employee would be forfeited.

Without Cause. In the event that of the Company terminates termination of the Term or Executive’s employment hereunder during the Employment Period by the Company without Cause, then in such event, subject to Section 3(g)the Executive shall be entitled to: (i) any accrued but unused vacation, (1ii) Base Salary through the Date of Termination (to the extent not theretofore paid); and (iii) the Company shall pay to Executive any unpaid continuation of Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days for twelve (12) months following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder Date of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicableTermination, which shall be paid within 10 days following in accordance with the termination date, provided thatCompany’s ordinary payroll practices in effect from time to time. In addition, in the event that the Board determines that of a termination by the Company does not have sufficient cash on hand without Cause: (1) if the Executive elects to enable it continue the Company’s group health plans pursuant to his rights under COBRA, the Company shall pay the full amount pursuant to this clause Executive’s COBRA continuation premiums until the earlier of (x) the date the Executive receives group health benefits from another employer or (y) twelve (12) months after the Date of Termination; and (2) (A) all unvested stock options, unvested restricted stock units and any other unvested equity-based awards or grants previously granted to the Executive shall become fully vested and will be exercised or paid in accordance with the terms of any applicable grant or award agreements and plans governing such awards or Confidential Communication grants (and this Agreement shall be deemed an amendment of all such applicable grant or award agreements for the purpose of the accelerated vesting provided for in this clause), and (B) all stock options (both vested and unvested) granted on or prior to the Effective Date will remain fully exercisable until the tenth anniversary of the grant date of such option (and this Agreement shall be deemed an amendment of all such stock option grant or award agreements for the purpose of the extension of the period of exercise provided for in this clause). Notwithstanding the foregoing, the payments and benefits provided in this Section 3(d)(ii5 are subject to and conditioned upon the Executive executing a general release and waiver (in the form reasonably acceptable to the Company), waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such payments are subject to and conditioned upon the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof. Except as provided in this Section 5(a), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to shall have no additional obligations under this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15Agreement.

Without Cause. In (a) During the event that Term, the Company terminates may terminate the Term or Executive’s employment hereunder without CauseCause at any time upon written notice to the Executive, then and upon such termination, the Executive shall receive (in such event, subject to Section 3(g), (1) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance lieu of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant other payments hereunder) (i) for a period equal to the terms greater of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; two (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for years and the remainder of the Initial then-current Term (if for the avoidance of doubt, exclusive of any subsequent automatic extension thereof) (A) his Base Salary at the time of such termination, (B) the average of the amounts of the Cash Bonus actually paid to him in respect of the three (3) full fiscal years preceding the year in which such termination occurs during (or such shorter periods, if applicable,) (C) any Cash Bonus that has been earned for the Initial Term) or Renewal Term (if such year preceding the year in which the termination occurs during but has not yet been paid to the Executive and (D) the Car Allowance, and (ii) for a Renewal Term)period of two (2) years, as applicableall group health benefits that the Executive was receiving at the date of termination, which pursuant to Section 5.4, to the maximum extent permissible under such plans and/or applicable law, and, to the extent permitted by applicable law, any such period of extended health coverage beyond the date of termination provided hereunder to the Executive shall be credited against (and shall not extend) the maximum COBRA coverage period. Such Base Salary and Cash Bonus shall be paid within 10 days following to the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount Executive as they would normally be paid pursuant to the Payroll Policies and this clause Agreement had his employment continued hereunder. (2b) of this Section 3(d)(ii)Notwithstanding the foregoing, if during the period in which such Base Salary, Cash Bonus and/or health benefits continue according to the preceding sentence, the Executive accepts other employment, the Executive shall promptly notify Company may satisfy in writing of the terms and conditions of the same and upon commencement of such payment new employment (x) his Base Salary and Cash Bonus (other than any Cash Bonus payable pursuant to Section 6.3.(i) (C) above) due after termination shall be reduced by 50% of the amount by issuance to Executive of a number of shares of Common Stock equal to his base compensation and any bonus in his new employment, and (Xy) the amount owed to Executive pursuant to this clause (2) continuation of this Section 3(d)(ii) divided by (Y) the VWAP any employee benefit hereunder and Car Allowance shall cease as of the date of that the Executive receives any such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, benefit from this other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15employment. 6 6.4.

Without Cause. In The employment of the event that Employee may be terminated without Cause at any time by the Company terminates on delivery to the Term or Executive’s employment hereunder without CauseEmployee of a written Notice of Termination (as defined in Section 9.1). On the Date of Termination (as defined in Section 9.2) pursuant to this Section 7.2, then in such event, subject to Section 3(g), (1) the Company shall shall, in lieu of any payments under Section 4.1 and 4.2 for the remainder of the Term, pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, Employee an amount equal to the lesser of: (a) the Employee’s Base Salary that would have been paid to Executive for a period of one (1) year from the date of termination, and (b) the Employee’s Base Salary for the remainder of the Initial Term (if such Term. In addition, the Employee shall be entitled to the pro-rated maximum Bonus available to the Employee under Section 4.2 for the year in which the termination occurs during occurs. Such payment by the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which Company shall be paid within 10 days following in accordance with the Company’s normal payroll practices and not as a lump sum payment. In addition, the Company will pay as incurred the Employee’s expenses, up to Fifteen Thousand Dollars ($15,000.00), associated with career counseling and resume development. The Company shall also pay to the Employee an amount equal to the Company’s portion (but not the Employee’s portion) of the cost of medical insurance at the rate in effect on the Date of Termination for a period of one (1) year from the Date of Termination. In addition, on termination dateof the Employee under this Section 7.2, provided thatall of the Employee’s outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, in and all RSUs and shares of the event Company’s restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. The term of any such options and rights shall be extended to the first (1st) anniversary of the Employee’s termination. The Employee acknowledges that extending the Board determines term of any incentive stock options pursuant to this Section 7.2 or Sections 7.3, 7.4 or 8 below, could cause such option to lose its tax-qualified status if it is an incentive stock option under the Code and agrees that the Company does not shall have sufficient cash on hand no obligation to enable it compensate the Employee for any additional taxes he incurs as a result. In addition, any portion of Employee’s relocation expenses otherwise reimbursable to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to on termination shall be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15.forgiven. Employment Agreement: EXXX XXXXXXX

Without Cause. In This Agreement may be terminated by Employer without Cause by written notice to Executive at least thirty (30) days prior to the event that the Company terminates the Term or Executive’s employment hereunder date of termination. If this Agreement is terminated by Employer without Cause, Executive shall be entitled to receive a payment, payable in cash within twenty days after the effective date of such termination, equal to two times Executive's "Annual Compensation." Annual Compensation shall equal the total cash compensation earned by Executive during the last full calendar year prior to the date of termination, as would be required to be disclosed in a "Summary Compensation Table" pursuant to Item 402(b) of Regulation S-K under the Securities Exchange Act of 1933, as amended, and the rules and regulations thereunder, as in effect on the date hereof, whether or not Employer is then in such event, subject to Section 3(g), such reporting requirements (1) including amounts not required to be disclosed on the Company shall pay to Executive any unpaid Base Salary basis of immateriality such as perquisites and benefits then owed or accrued, including the issuance cash value of any Payment Shares which would otherwise be non-cash benefits, but excluding amounts payable at that time pursuant to pension, or retirement plans and long-term incentive compensation awards of restricted stock or securities underlying stock options or stock appreciation rights, and the $300,000 payment made in 1997 as a special annuity sales bonus). Notwithstanding anything to the contrary in this Agreement or in the futureDeferred Compensation Agreement, anddated April 2, 1997, between Employer and Executive (the "Deferred Compensation Agreement"), Annual Compensation paid to Executive in any year shall be deemed to include, for all purposes under this Agreement, any and all amounts that are not actually paid in such year, but are deferred pursuant to the event that there was Deferred Compensation Agreement and that, but for the provisions of the Deferred Compensation Agreement would have been paid in such year, but shall not otherwise be deemed to include any amounts accrued as earnings under, or paid to Executive pursuant to, the Deferred Portion which had been agreed to Compensation Agreement. Such amounts shall, unless otherwise specified herein, be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had to Executive at the times when his salary or other compensation would have been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, payable pursuant to the terms of Section 2(c)(ithis Agreement, but for the termination of this Agreement, except that if any such payment is not made to Executive within twenty (20) business days of the date on which it is due under the terms hereof, all such payments shall, at the option of Executive, become immediately due and payable in full. In the event of a termination under this Paragraph 6(b), incurred by the Executive shall also be entitled to receive his Accrued Obligations and Other Benefits (as such terms are defined in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2Paragraph 6(c) of this Section 3(d)(iiAgreement), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15.

Without Cause. In Notwithstanding any other provision of this Section 5, the Board shall have the right to terminate Employee's employment with Employer at any time, but in the event that of such termination, Employee shall be entitled to receive (1) a lump sum payment of an amount equal to the Company terminates sum of (A) the Term Base Salary through the date of termination and any Incentive Compensation for the prior year to the extent not (heretofore paid, (B) any compensation previously deferred by Employee (together with any accrued interest or Executive’s employment hereunder without Cause, then in such event, subject to Section 3(gearnings thereon), (C) one hundred percent (100%) of one (1) years current Base Salary; (D) one hundred percent (100%) of the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Sharesprevious year's Incentive Compensation, and (E) any unreimbursed expenses, pursuant to the terms accrued vacation earned and not paid as of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) after the Company shall pay to Executiveend of the calendar year of Employee's termination, payment of a prorated portion, based on the number of weeks during the year in one lump sumwhich Employee was employed by Employer, an amount equal to of the Base Salary Incentive Compensation that would have been paid to Executive be payable in respect of such year (based on the criteria applicable for the remainder that year). Furthermore, Employee shall receive continuing participation for a period of the Initial Term one (if such termination occurs during the Initial Term1) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of year from the date of termination at Employer expense in those Additional Benefits in which Employee was enrolled at the time of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all . In consideration of the Parties’ rights receipt of the severance benefit, described in this paragraph, and obligations hereunder as a precondition to their receipt, Employee agrees to execute a release in the form attached hereto as Exhibit A (the "Release"). Employee shall thereafter cease, be granted a twenty-one (21) day period (or any other than such rights or obligations time period required by applicable law) in which arose to review and study the Release and consult with an attorney prior to executing the termination date Release. The severance benefits described in this Section 5(d) shall be payable to Employee within eight (8) days (or in connection with such termination, and subject to Section 15any other time period required by applicable law) after Employee's execution of the Release.

Without Cause. In Subject to the event provisions of Section 11 hereof, the Board may, by written notice to the Employee, immediately terminate her employment at any time for any reason; provided that if such termination is for any reason other than pursuant to Sections 10 (a), (b) or (c) above, the Employee shall be entitled to receive the following compensation and benefits: (i) the Base Salary provided pursuant to Section 2 hereof, up to the date of expiration of the term (including any renewal term then in effect) of this Agreement (the "Termination Date"), plus the Base Salary for an additional 12-month period, and (ii) the cost to the Employee of obtaining all health, life, and disability benefits in which the Employee would have been eligible to participate through the Termination Date based upon the benefit levels substantially equal to those that the Company terminates provided for the Term Employee at the date of termination of employment. Said sum shall be paid, at the option of the Employee, either (I) in periodic payments over the remaining term of this Agreement, as if the Employee's employment had not been terminated, or Executive’s employment hereunder without Cause(II) in one lump sum within ten (10) days of such termination; provided, then in such eventhowever, subject to Section 3(g), (1) that the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed amount to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via by the payment of Payment Shares, and any unreimbursed expenses, pursuant Company to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which Employee hereunder shall be paid within 10 days following the termination date; not exceed two (2) times the Company Employee's "average annual compensation." The Employee's "average annual compensation" shall pay to Executive, in one lump sum, an amount equal to be the Base Salary that would have been paid to Executive for the remainder average of the Initial Term total annual "compensation" acquired by the Employee during each of the five (5) fiscal years (or the number of full fiscal years of employment, if such termination occurs during the Initial TermEmployee's employment is less than five (5) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following years at the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2thereof) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of immediately preceding the date of such termination. The term "compensation" shall mean any payment of money or provision of any other thing of value in consideration of employment, to be issued within 10 days of following including, without limitation, Base Salary (less any Salary Offset), compensation received under any Insurance Agreements against which the termination date; (3) any Equity Grant already made to Executive shallEmployee's Base Salary is offset by a Salary Offset, to the extent not already vestedbonuses, be deemed automatically vested; pension and (4) all of the Parties’ rights profit sharing plans, directors fees or committees fees, fringe benefits and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15deferred compensation accruals.

Without Cause. Either party may terminate this Agreement immediately without cause by giving written notice to the other. (i) If the Company terminates hereunder, it shall pay to the Employee an amount equal to the product of (A) the Employee's minimum base annual salary rate in effect as of the date of termination plus the bonus paid for calender year 1996 and paid in 1997 (base year bonus), multiplied by (B) the greater of the number of years (including partial years) remaining in the term of employment hereunder or the number 2, such payment to be made in a lump sum on or before the fifth day following the date of termination, or as otherwise directed by Employee. The Company shall maintain in full force and effect, for the continued benefit of the Employee for the greater of the number of years (including partial years) remaining in the term of employment hereunder or the number 2, all employee benefit plans and programs in which the executive was entitled to participate immediately prior to the date of termination provided that the Employee's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Employee's participation in any such plan or program is prohibited, the Company shall, at the Company's expense, arrange to provide the Employee with or, if not possible to arrange, to pay Employee the economic value of benefits substantially similar to those which the Employee would otherwise have been entitled to receive under such plans and programs from which his continued participation is prohibited. (ii) If the Employee terminates the Term or Executive’s employment hereunder without Causehereunder, then in such event, subject to Section 3(g), (1) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it obligated to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), Employee the Company may satisfy such payment amount by issuance to Executive of minimum base annual salary and a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP prorated annual bonus as of set forth in Sections 3 and 4 due him through the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15."

Without Cause. In the event that If Executive is involuntarily terminated by the Company terminates the Term or Executive’s employment hereunder without Without Cause, then in such event, subject to Section 3(g), (1i) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following entitled to continue to receive his full Base Salary, as in effect on the termination date; (2) the Company shall pay to ExecutiveTermination Date, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for through the remainder of the Initial Employment Period (as in effect immediately prior to the delivery of the Termination Notice and without regard to the automatic extension provisions of paragraph 4(a) hereof) (the "Remaining Term") so long as Executive has not breached the provisions of paragraphs 6, 7 or 8, (ii) the Company will maintain in full force and effect, for Executive's continued benefit, until the earlier of (A) the expiration of the Remaining Term or (if B) Executive's 65th birthday, all life, medical and dental insurance programs in which Executive was entitled to participate so long as his continued participation is possible under the general terms and provisions of such termination occurs during the Initial Term) or Renewal Term programs (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that Executive's participation in any such program is barred, the Company does will arrange to provide Executive with benefits substantially similar to those which he was entitled to receive under such programs) and thereafter the Company will make such insurance coverage available to Executive (at Executive's expense) until Executive attains age 65 or obtains employment with another employer that makes such (or similar) insurance available to its employees and Executive is eligible to be covered under such insurance, whichever occurs first and (iii) notwithstanding any provision in the Annual Cash Bonus Plan to the contrary, Executive shall become fully vested and have a nonforfeitable interest in the benefits which he has accrued under the Annual Cash Bonus Plan as of the Termination Date and he shall be given full credit under the Plan for the benefit that he would have accrued 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 for Executive by the plan or its administrator have sufficient cash been met) as if he were employed by the Company on hand to enable it to pay the full amount last day of such plan year. The amounts payable in respect of accrued benefits under the Annual Cash Bonus Plan shall be payable at the time provided for in, and in accordance with the provision of, the Annual Cash Bonus Plan. The amounts payable pursuant to this clause paragraph 5(c) in respect of Base Salary may be payable, at Executive's discretion, in one lump sum payment within 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 in New York plus two (2) percentage points) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive payments otherwise payable pursuant to this clause (2paragraph 5(c). This paragraph 5(c) sets forth Executive's exclusive remedy for a termination of this Section 3(d)(ii) divided by (Y) his employment Without Cause and Executive shall have no other right or remedy against the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or Company in connection with such termination, and subject to Section 15therewith.

Without Cause. In the event that the Company terminates the Term Executive's employment is terminated by PEI and/or PGE without Cause or Executive’s employment hereunder without Cause, then in such event, subject to Section 3(g), (1) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder is no longer a member of the Initial Term (if such termination occurs during PEI Board or the Initial Term) PGE Board, other than by reason of the death or Renewal Term (if such termination occurs during a Renewal Term)Disability of Executive or his resignation from the PEI Board or the PGE Board, as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to all obligations of PEI and/or PGE under this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP Agreement will cease as of the date of termination, except that PEI and/or PGE collectively shall pay Executive, and Executive shall be entitled to receive either (i) in the event such terminationtermination does not occur within three years following the date on which a "Change in Control" (as defined below) of PEI occurs (A) the unpaid portion of his salary to the end of the Term, to be issued paid in accordance with Section 4(a) hereof and (B) vested, nonforfeitable amounts owing or accrued under any benefit plans or programs set forth or referred to in Section 5(a) hereof in which Executive participated as of his termination under the terms and conditions of the plan or program pursuant to which such benefits were granted or (ii) in the event such termination occurs within three years following the date on which a Change in Control of PEI occurs (A) a Severance Payment equal to two times (2x) Executive's annual salary for the year in which such termination occurs to be paid in a lump sum within 10 days of such termination, (B) the unpaid portion of Executive's salary with respect to any additional years (other than the year in which such termination occurs) remaining in Term to be paid in accordance with Section 4(a) hereof, (C) a continuation for a period of three years following the date on which a Change in Control of PEI occurs of Executive's coverage at the expense of PEI and/or PGE under life insurance, hospitalization and medical plans providing benefits which are substantially comparable to benefits provided to Executive under benefit plans of PEI, PGE and their respective subsidiaries in effect immediately prior to the Change in Control of PEI, and (D) vested, nonforfeitable amounts owing or accrued under any other benefit plans or programs set forth or referred to in Section 5(a) hereof in which Executive participated as of his termination date; under the terms and conditions of the plan or program pursuant to which such benefits were granted. For purposes of this Agreement, a "Change in Control" of PEI shall be deemed to have occurred if and when: (3w) there shall be consummated either (i) any Equity Grant already made consolidation or merger of PEI in which PEI is not the continuing or surviving corporation or pursuant to Executive shallwhich shares of PEI's Common Stock are converted into cash, securities or other property, other than a consolidation or merger of PEI in which each holder of PEI's Common Stock immediately prior to the extent not already vestedmerger has upon consummation of the merger the same proportionate ownership of Common Stock of the surviving corporation as such holder had of PEI's common stock immediately prior to the merger, be deemed automatically vested; and or (4ii) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the Parties’ rights assets of PEI; (x) the shareholders of PEI shall approve any plan or proposal for the liquidation or dissolution of PEI; (y) any person (as such term is used in Sections 13(d) and obligations hereunder shall thereafter cease14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than such rights any trustee under any employee benefit plan of PEI or obligations which arose prior to the termination date or in connection with such terminationany of its subsidiaries, and subject persons (as such term is so used) who are then affiliates (as defined on June 26, 1996 in Rule 12b-2 under the Exchange Act) of such person, or any one of them, shall after the date hereof become the beneficial owner or owners (as defined on June 26, 1996 in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of PEI representing in the aggregate 20% or more of the voting power of all then outstanding securities of PEI having the right under ordinary circumstances to Section 15.vote in an election of the PEI Board (without limitation, any securities of PEI having such voting power that any such person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise, shall be deemed beneficially owned by such person); or (z) during any period of 13 consecutive months, individuals who at the beginning of such period constitute the entire PEI Board and any new directors whose election by the PEI Board, or whose nomination for election by PEI's shareholders, shall have been approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election shall previously have been so approved shall cease for any reason to constitute a majority of the members of the PEI Board. (c)

Without Cause. In The Company shall have the event that right to terminate the Company terminates the Employment Term or Executive’s employment hereunder without Cause, then in cause at any time by giving Employee written notice of such event, subject to Section 3(g), (1) termination. Under such circumstances the Company shall pay continue for a period of ___ (_) months from the effective date of such termination (the "Severance Period") (a) the Monthly Salary, (b) in accordance with (and to Executive the extent permitted by) the provisions of the Company's health plans then in existence and the provisions of the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA") as supplemented or amended, and subject to any unpaid Base Salary and benefits then owed or accrueddeductibles, including the issuance of any Payment Shares which would otherwise be payable at that time or in the futurelimitations, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Sharesexclusions, and any unreimbursed expensesco-payments and other cost sharing features thereof, pursuant any medical insurance benefits to which Employee was entitled immediately prior to the terms receipt of Section 2(c)(inotice of termination (or, at the Company's option, pay Employee an amount in cash equal, on an after-tax basis, to the premiums for such coverages), incurred by and (c) to continue to vest and permit the Executive in each case through the termination date, and each exercise of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal such stock options as have been granted to the Base Salary that would have been paid employee prior to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the effective date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection accordance with such termination, and subject to the provisions of the applicable stock option plans and the option agreements pursuant to which the options were granted. The foregoing notwithstanding, (i) any obligation to provide medical insurance or payment in lieu thereof, shall expire when Employee is employed by a new employer that provides health insurance to its employees on a comparable cost-sharing basis to that provided by the Company, and (ii) Employee acknowledges that as a result of the foregoing, any stock options intended to qualify as incentive stock options will no longer qualify and accordingly will be treated as non-qualified stock options. Employee shall only have the right to receive payment for incentive compensation, if any, referred to in Section 151.5 hereof to which Employee would have been entitled in accordance with and subject to the provisions of the applicable plans or programs as duly adopted by the Company. Except as expressly stated in this paragraph, upon the termination of this Agreement Employee shall not be entitled to any payments or benefits which may be provided to employees of the Company. Payments and benefits to be provided hereunder shall in all respects be conditioned upon (1) the prior receipt by the Company from Employee of a general release of all claims of any nature whatsoever which Employee had, has or may have against the Company and related parties relating to Employee's employment by the Company (other than Employee's entitlement under any employee benefit plan or program sponsored by the Company in which Employee participated and under which Employee has accrued a benefit) or the termination thereof, such release and covenant to be in form and substance reasonably satisfactory to counsel for the Company, and (2) continued compliance by Employee with the Confidentiality Agreements and, for the duration of the Severance Period, the Restrictive Covenants.

Without Cause. In the event that of the termination of the Executive's employment during the Employment Period by the Company terminates the Term or Executive’s employment hereunder without Cause, then Cause (including a deemed termination without Cause as provided in such event, subject to Section 3(g3(f) herein), in addition to the Executive's accrued but unused vacation and Base Salary through the Date of Termination (1to the extent not theretofore paid) the Company Executive shall pay be entitled to Executive any unpaid continue to receive his Base Salary and benefits then owed or accruedat the rate in effect as of the Date of Termination for a period of two (2) years following the Date of Termination, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed with such Base Salary to be paid in cashinstallments in accordance with the Company's normal payroll practices; provided that the payments and benefits provided herein are subject to and conditioned upon the Executive executing a valid general release and waiver (in the form reasonably 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, and the payments and benefits are subject to and conditioned upon the Executive's compliance with the Restrictive Covenants provided in Sections 9 and 10 hereof. Notwithstanding the foregoing, the Executive shall 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 (including a deemed termination without Cause as provided in Section 3(f) herein) during the Employment Period by seeking employment comparable in terms of compensation, position and location to the Executive's employment hereunder. Any amounts that the Executive earns pursuant to such Deferred Portion instead being paid in shares employment shall offset and reduce the amount of Common Stock as though such amount had been agreed severance required to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2Section 5(a) during the two-year period following the Date of Termination. For purposes of the paragraph, "employment" shall mean any activity for which the Executive is compensated as a result of the rendering of services, whether such services are rendered as a common law employee, a partner, sole proprietor, independent contractor or otherwise. The Executive shall be required to provide such evidence as the Company may reasonably require regarding the amount of such earnings. Except as provided in this Section 3(d)(ii5(a) divided by (Y) the VWAP as of the date of such terminationand Sections 2(e), to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall7 and 10(d), to the extent not already vestedapplicable, be deemed automatically vested; and (4) all of the Parties’ rights and Company shall have no additional obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15under this Agreement.

Without Cause. In If the event that Employee's employment is terminated by the Company without cause pursuant to Section 7(d) hereof or the Employee terminates the Term or Executive’s its employment hereunder without Causepursuant to Section 8 hereof, then in such event, subject to Section 3(g), (1) the Company shall pay to Executive any unpaid Base Salary and benefits then owed the Employee, on or accrued, including before the issuance effective date of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sumtermination, an amount equal to the sum of (i) that portion of the Employee's Base Salary that and benefits earned or accrued through the effective date of termination and (ii), the greater of (1) the full Base Salary which would have otherwise been paid to Executive the Employee for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, of Employment in the event that such termination occurs at least one (1) year prior to the Board determines that expiration of the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause Term of Employment; or (2) an amount equal to one year's Base Salary at the rate in effect on the effective date of this Section 3(d)(iitermination in the event that such termination occurs within one (1) year prior to the expiration of the Term of Employment. In addition, Employer shall pay all Deferred Salary and or Management Fees, if any, Notes Payable to Employee with accrued interest, if any, and any other benefits earned or accrued through the date of termination. In the event that, other than by mutual agreement of the Company and the Employee (which agreement shall be in writing signed by the Company and the Employee), the Company may satisfy such payment amount by issuance fails or refuses to Executive extend the Term of a number of shares of Common Stock equal to (X) Employment upon the amount owed to Executive expiration thereof pursuant to this clause (2) Agreement, or upon the expiration of any subsequent extension thereof, the Company shall pay to the Employee, on or before the expiration date of the Term of Employment, or any extension thereof, as the case may be, a sum equal to the Base Salary payable to the Employee during the year preceding the expiration date of the Term of Employment or any extension thereof, as the case may be. In no event shall any payments owing to the Employee by the Company pursuant to this Section 3(d)(ii) divided be reduced by (Y) any amounts earned by the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior Employee subsequent to the termination date or in connection with such termination, and subject to Section 15of its employment by the Company.

Without Cause. In the event that the Company terminates the Term or Executive’s employment hereunder without Cause, then in such event, subject to Section 3(g3(e), (1i) a pro rata portion of the First Grant, based on a pro rata vesting period of 24 months, to the extent not already vested, shall be deemed automatically vested, based on the number of full months from the Effective Date to the date of termination (i.e., 4.16666% of the First Grant shall be deemed vested for each such month, such that if the termination date is 5 months after the Effective Date, 20.8333% of the First Grant shall be deemed vested), provided, however, that any portion of the First Grant that has already vested pursuant to Section 2(d)(i) shall be included in such calculations (e.g., if the termination date is 18 months after the Effective Date, 75% of the First Grant in total shall be deemed vested), and all remaining unvested portions of the First Grant shall be automatically forfeited; (ii) a pro rata portion of any Second Grant, based on a pro rata vesting period of 24 months, to the extent not already vested, shall be deemed automatically vested, based on the number of full months from the date of grant of such Second Grant to the date of termination (i.e., 4.16666% of such Second Grant, shall be deemed vested for each such month, such that if the termination date is 5 months after the grant date of such Second Grant, 20.8333% of such Second Grants hall be deemed vested), provided, however, that any portion of each such Second Grant that has already vested pursuant to Section 2(d)(ii) shall be included in such calculations (e.g., if the termination date is 18 months after the grant date of such Second Grant, 75% of such Second Grant in total shall be deemed vested), and all remaining unvested portions of any Second Grant shall be automatically forfeited; (iii) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), expenses incurred by the Executive pursuant to Section 2(e), in each case through the termination date, and each of which shall be paid within 10 days following on the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4iv) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 1516.

Without Cause. The Company may terminate this Agreement and Executive's employment "Without Cause" at any time, for any reason, or for no reason at all. In the event that the Company terminates the Term or this Agreement and Executive’s 's employment hereunder without Without Cause, then in such event, subject to Section 3(g), (1) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive: (1) any Base Salary earned but unpaid prior to the date of termination; (2) severance pay equivalent to the greater of (A) Base Salary from the date of termination to August 12, 2015 payable in accordance with the Company's regular payroll practices, or (B) one year of the then current Base Salary from the date of termination, payable in accordance with the Company's regular payroll practices, provided that the amount of severance pay due under this Section 1O(a)(iv)(B) shall be reduced by the amount of any Phantom Equity Bonus paid to Executive at termination or at any time during his employment, and by the amount of any special distributions equivalent to dividends made to Executive at any time during his employment (thus, for example, if the amount of Base Salary is $400,000, and $100,000 in Phantom Equity Bonus and $100,000 in dividends are paid to the Executive during his employment, then the amount of severance pay due to Executive under this section will be $200,000); (3) any unpaid installments of the Signing Bonus; (4) a pro-rated amount of the Incentive Bonus (if any) for each of Gross Revenue Growth and Underwriting Profit which Executive is eligible to receive pursuant to Section 6 hereof with respect to the fiscal year in which the termination occurs calculated based on (A) the Company's gross revenues, Underwriting Profit and Underwriting Loss, as applicable, for such fiscal year, assuming that such fiscal year ended on the last day of the month immediately preceding the month in which the termination occurs (compared, in the case of Gross Revenue Growth, to the Company's gross revenues for the immediately preceding fiscal year, assuming such fiscal year ended on the last day of the month immediately preceding the month which includes the date that is one lump sumyear prior to the date of termination) and (B) the number of full calendar months that have elapsed in the fiscal year in which the termination occurs; (5) the Phantom Equity Bonus (if any), as set forth in Section 9 above; and (6) provided that Executive elects to continue participating in the Company's medical insurance program and pays the applicable premiums, the Company also shall maintain in full force and effect, for Executive's continued benefit the medical insurance program in which Executive (or members of Executive's family or other dependents) was participating or was covered immediately before Executive's termination through the end of the Employment Term. If the Company's medical insurance program does not allow the continued participation described in the preceding sentence, or if such participation is prohibited by applicable law, the Company shall take commercially reasonable efforts to obtain medical insurance coverage, subject to Executive's payment of any applicable premiums for such coverage, (i) providing for benefits that are substantially similar (including eligibility conditions, conditions on benefits, the value of benefits and the scope of coverage) to those provided by the medical insurance program in which Executive was participating immediately before Executive's termination and (ii) under which any eligibility or other conditions on benefits, including deductibles and co-payments are administered by applying Executive's experience under the medical insurance program in which Executive (or members of Executive's family or other dependents) was participating immediately before the Executive's termination. For the purpose of clarity, the "applicable premiums" payable by Executive for the benefit described in this Section 10(a)(iv)(6) shall, (A) if Executive continues participating in the Company's medical insurance program, equal the premium then payable by the Company's employees for coverage under the Company's medical insurance program, and (B) if the Company obtains medical insurance coverage because such continued participation is not permitted by the Company's medical insurance program or prohibited by applicable law, equal the total premium payable for such coverage less an amount equal to the Base Salary that would have been paid to Executive for the remainder dollar amount of the Initial Term (if such termination occurs during premium subsidized by the Initial TermCompany for employees participating in the Company's medical insurance program who hold a position comparable to the position held by Executive immediately prior to his termination. To the extent that any benefit extended under this Section 10(a)(iv)(6) or Renewal Term (if such termination occurs during a Renewal Term)would result in taxable compensation to Executive, as applicable, which Executive shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy solely responsible for any such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15taxes.

Without Cause. In The Corporation may terminate the event that Employee's employment without cause at any time during the Company terminates Term. Subject to the Term or Executive’s employment hereunder provisions of this subsection, upon such a termination without Cause, then in such event, subject cause the vesting of the stock options previously awarded to the Employee pursuant to Section 3(g)6(b)(i)(A) hereof shall be accelerated so that they become immediately fully exercisable and the Corporation's sole and exclusive obligation to the Employee other than the aforedescribed acceleration of option vesting is to pay the Employee (i) his Base Salary earned and any Discretionary Bonus declared by the Board and earned but not yet paid through the date of termination, (1ii) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the his then current Base Salary that would have been paid for a period of fifteen (15) months, (iii) if the Employee is covered by the Corporation's healthcare policy at the time of termination, the cost of COBRA to Executive continue such healthcare, in each case for a period of 15 months from the remainder date of termination (clauses (ii) and (iii) are collectively referred to herein as the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term"Severance Payment"), (iv) reimbursable expenses (as applicable, which determined in accordance with Section 6(c) hereof) incurred but not yet reimbursed through the date of termination and (v) any vacation accrued but not yet used through the date of termination. The Severance Payment shall be paid within 10 days to the Employee over such 15 month period in accordance with the Corporation's normal payroll practices, subject to such payroll deductions as are required by law. Benefits otherwise receivable by the Employee pursuant to Section 7(d)(iii) shall be reduced to the extent comparable benefits are actually received by him from a subsequent employer during the fifteen month period following his termination, and any such benefits actually received by him shall be reported to the termination date, provided that, Corporation. Notwithstanding the provisions herein the Employee shall not be entitled to the Severance Payment in the event that the Corporation terminates the Employee's employment without cause within 30 days of proceeding to discontinue its operations in which case the Employee shall only be paid his Base Salary earned and any Discretionary Bonus declared by the Board determines that the Company does and earned but not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of yet paid through the date of such termination, to be issued within 10 days reimbursable expenses incurred but not yet reimbursed through the date of following termination and any vacation accrued but not yet used through the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all date of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15.

Without Cause. In Either party may terminate this Agreement immediately without cause by giving written notice to the event that other. If the Company terminates the Term or Executive’s employment hereunder without Causeunder this Section 7(b), then in such event, subject to Section 3(g), (1) the Company it shall pay to Executive any unpaid Base Salary and benefits then the Employee the sum of (i) all amounts owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination datedate of termination, and each of which shall be paid within 10 days following the termination date; plus (2ii) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive product of the Employee's minimum base annual salary in effect as of the date of termination times the number of years (including partial years) remaining in the Term plus (iii) a pro rata portion of the bonus for the remainder year in which the termination occurs, as provided in Section 4(e) above. Payments under (i) and (ii) shall be made in a lump sum on or before the fifth day following the date of termination, and the Initial Term payment under (if such termination occurs during the Initial Termiii) or Renewal Term (if such termination occurs during a Renewal Termshall be made as provided in Section 4(e), as applicable, which and all such payments shall be paid within 10 days following the termination datein lieu of all further salary and bonus obligations under this Agreement. In addition, provided that, in the event that the Board determines that if the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of terminates under this Section 3(d)(ii7(b), (i) all options granted to the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP Employee which had not vested as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection vest concurrently with such termination, and, notwithstanding the terms of any option agreements, Employee may exercise any vested options, including by reason of acceleration, for a period after such termination which is the greater of what is provided in the respective option agreement or 30 days, and subject (ii) the Company shall maintain in full force and effect for the continued benefit of the Employee for the remainder of the Term, all employee benefit plans (except for the Company's stock option plans) and programs in which the Employee was entitled to participate immediately prior to the date of termination, provided that the Employee's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Employee's participation in any such plan or program is prohibited, the Company shall, at its expense, arrange to provide the Employee with benefits substantially similar to those which the Employee would otherwise have been entitled to receive under such plans and programs from which his continued participation is prohibited. If the Employee terminates under this Section 157(b), then the Company shall only be obligated to pay the Employee the minimum annual base salary due him through the date of termination.

Without Cause. In If during the event that Employment Period, the Company terminates shall terminate the Term or Executive’s employment hereunder without CauseCause (which, then in such eventfor this purpose, subject to Section 3(gshall include non-renewal), except in either such case within twenty-four (124) months following a Change in Control (as defined below), the Company shall pay to the Executive any unpaid or his heirs (1) within ten (10) days after the Date of Termination, the sum of the Executive’s Base Salary and benefits then owed or accruedthrough the Date of Termination, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of extent not theretofore paid, plus all accrued PTO pay, unreimbursed business expenses and other accrued but unpaid compensation described in Section 2(c)(i2(b) above (the “Accrued Obligations”), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) any amount arising from the Company Executive’s participation in, or benefits under, any Investment Plans (“Accrued Investments”), which amounts shall pay be payable in accordance with the terms and conditions of such Investment Plans; (3) subject to Executive’s execution and nonrevocation of a general release in favor of Aeroflex, its affiliates and their current and former officers, directors and employees, in one lump sumsubstantially the form attached hereto as Exhibit A within 30 days following the date of such termination (the “Release”), commencing, notwithstanding any provision to the contrary in Sections 4(a)(3)(A)-(C), on the 30th day following such Date of Termination (provided that, payments or benefits that would otherwise have been owed to Executive prior to the 30th day after the Date of Termination shall be made to or on behalf of Executive on the 30th day after the Date of Termination), (A) an amount equal to the Executive’s Base Salary that would have been paid to Executive payable for the remainder one-year period immediately following the Date of Termination as if the Executive had not been terminated and remained an employee through the expiration of such period together with an amount equal to one times the Target Bonus; (B) the unpaid bonus, based on the Company’s actual performance for the Fiscal Year in which the Date of Termination occurs, if any, prorated to the Date of Termination, such bonus, if any, to be paid at the time that the Company pays bonuses, if any, to other senior executives of the Initial Term Company; and (if such termination occurs during C) the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which Executive and qualifying members of the Executive’s family shall be paid within 10 days following entitled to continue to participate, at the termination date, provided thatCompany’s expense, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii)Company’s Welfare Plans, the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such terminationincluding medical, to be issued within 10 days of following the termination date; (3) any Equity Grant already made to Executive shalldental and prescription coverage, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15for said one-year period.

Without Cause. In the event that the Company terminates the Term or Executive’s employment hereunder without Cause, then in such event, subject to Section 3(g3(f), (1i) the Company shall pay to Executive any unpaid Base Salary Salary, bonuses, and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), expenses incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2ii) the Company shall pay to Executive, in one lump sum, an amount equal to the greater of (1) the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, and (2) the total Base Salary that would have been paid to Executive for a one year period based on the Base Salary as of the date of termination, which shall be paid within 10 days following the termination date, provided that; (iii) the Company shall pay to Executive, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full one lump sum, an amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to Annual Bonus which shall be issued paid within 10 days of following the termination date; (3iv) in the event that the Target is ultimately achieved for the calendar year in which the termination occurs, the Company shall pay to Executive the Stretch Bonus, in one lump sum, which shall be paid within 90 days following the expiration of the applicable calendar year; (v) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4vi) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15.

Without Cause. The Company may terminate this Agreement without Cause effective immediately upon notice to Employee. In the event the Company terminates this Agreement without Cause, in addition to the amounts under the first sentence of Subsection B(i) above, the Company shall continue to pay Employee his Base Salary, as adjusted for any increase thereto, through October 19, 2016. Any amounts payable under this subparagraph shall be paid in equal monthly installments commencing no later than sixty (60) days following Employee’s Termination Date, shall be subject to applicable withholdings and shall be subject to Employee signing a Release (as defined below) on or before the sixtieth (60th) day following Employee’s Termination Date and all revocation periods applicable to such Release having expired on or prior to the sixtieth (60th) day following Employee’s Termination Date. Such payments will commence within sixty (60) days following Executive’s termination, with the exact commencement of payments to be determined in the sole discretion of the Company, provided that if such sixty (60) day period commences in one calendar year and ends in the next, the payments will commence in the second calendar year with the first payment to include all payment that would have otherwise been made but for the provisions of this sentence. For the avoidance of doubt, Employee shall not be entitled to any severance payments if the Employee has not signed the Release, and if all revocation period applicable to the Release have not expired on or prior to the sixtieth (60th) day following Employee’s Termination Date. . In addition, the severance payments outlined in this Section are contingent on Employee fully complying with the terms of the Confidentiality and Noncompetition Agreement. If Employee fails to so comply, Employee agrees that the Company terminates has the Term or Executive’s employment hereunder without Cause, then right to cease making the payments described in such event, subject to this Section 3(g), (1) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event that the Board determines that the Company does not have sufficient cash on hand is entitled to enable recover from Employee any payments it to pay the full amount pursuant to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any Equity Grant has already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15.Employee..