Activity Following Termination. If, within the six-month period following the Key Employee’s termination of employment with the Company, the Company becomes aware that the Key Employee has engaged in Detrimental Activity subsequent to termination, then the Key Employee’s rights with respect to the Grant shall be determined in accordance with any determination by the Committee under this Section 4.

If a grantee terminates before normal retirement time, other than by reason of death, all outstanding awards of the grantee under this Program (including bonuses, bonus units, IEBUs, and other awards not yet paid or settled) will automatically expire and be forfeited as of the date of

The Selling Stockholder, the Agent or the Forward Purchaser may terminate this Agreement prior to the end of the Agency Period, with respect to the sale of Shares by the Selling Stockholder (including through any Forward), by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that # if the Selling Stockholder terminates this Agreement after the Agent confirms to the Selling Stockholder any sale of Shares (or the Forward Purchaser confirms to the Selling Stockholder any sale of Forward Hedge Shares), the Selling Stockholder shall remain obligated to comply with Section 3(b)(v) with respect to such Shares or applicable Forward, as applicable, and # Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement.

Compensation Following Termination. Except as provided in this Section 4, Executive will not be entitled to any payments or benefits from the Company as a result of the termination of Executive’s employment, regardless of the reason for such termination.

From the date of Executive’s termination of employment with ​, whether by Executive or ​ for any or no reason, and provided that # Executive executes and returns to ​ a separation and release agreement in form and substance satisfactory to ​, in its sole discretion, releasing any and all claims Executive has or may have against ​ at the time of her termination of employment from ​, # Executive is employed as an Executive Vice President of ​ at the time of Executive’s termination of employment with ​, and (iii), except in the event Executive’s employment with ​ is terminated in accordance with applicable laws, rules and regulations due to Executive’s disability, Executive is at least 58 years of age and has served as an Executive Vice President of ​ for at least 5 consecutive years at the time of Executive’s termination of employment with ​ (the “Monthly Payment Requirements”), ​ will pay Executive the Monthly Amount (as defined below) for 24 months following Executive’s termination of employment with ​. ​ shall have no obligation to make any payments of the Monthly Amount if, at the time of Executive’s termination of employment with ​, all of the Monthly Payment Requirements are not satisfied. The “Monthly Amount” shall be an amount equal to # the product of # the amount of Executive’s highest base salary level during the 12 month period immediately prior to her date of termination, multiplied by # 3.36, # divided by 12. Subject to the provisions of Section 24 of this Agreement, the payments of any Monthly Amount due shall be made at the end of each month following Executive’s termination of employment with ​ on ​’s regular monthly payroll date.

From the date of Executive’s termination of employment with ​, whether by Executive or ​ for any or no reason, and provided that Executive executes and returns to ​ a separation and release agreement in form and substance satisfactory to ​, in its sole discretion, releasing any and all claims Executive has or may have against ​ at the time of his termination of employment from ​, ​ will pay Executive the Monthly Amount (as defined below) for twenty-four (24) months following Executive’s termination. The “Monthly Amount” shall be an amount equal to # the product of # the amount of Executive’s highest base salary level during the twelve (12) month period immediately prior to his date of termination, multiplied by # 3.36, # divided by twelve (12). Subject to the provisions of Section 24 of this Agreement, the payments of the Monthly Amount shall be made at the end of each month following Executive’s termination of employment with ​ on ​’s regular monthly payroll date.

OHL and CLIENT agree the amount to be paid to OHL by reason of the total or partial termination of its services by CLIENT for convenience and by OHL for cause pursuant to this Section will include each of the following:

Compensation Following Termination. Executive shall be entitled only to the following compensation and benefits upon termination of employment:

Payment Following Termination/Release. (a) If Employee’s employment with the Company is terminated at the expiration of the six month Term in accordance with Section 3.1 without Employee’s employment having been terminated earlier, following the Termination Date (as defined in 3.1) and upon Employee’s execution of the Termination General Release attached as Exhibit B herein, and expiration of the seven (7) day Revocation Period in the Termination General Release without revocation of such release, the Company shall pay Employee a lump sum payment of $100,000 (the “Severance Payment”). The parties acknowledge that the Severance Payment is consideration for Employee entering into this Agreement (and in particular his taking on the Restrictive Covenants in Section 4 of the Agreement) and his release of claims in the Termination General Release. Employee acknowledges that the Severance Payment shall be in addition to any compensation Employee has earned through the Transition Start Date, and will earn through the Term, and that Employee would not be entitled to the Severance Payment but for Employee’s execution of this Agreement and Exhibit B, the Termination General Release. (b) If Employee’s employment is terminated prior to the expiration of the six month Term as a result of the death of Employee, the Company shall pay to Employee’s estate: # $100,000; and # any remaining portion of the Transition Pay that Employee would have earned throughout the remainder of the six month Term as set forth in Section 2.1.2.

Detrimental Activity. In the event you engage in Detrimental Activity prior to, or during the one year period following your Termination of Directorship, the Board may direct (at any time within one year thereafter) that all shares of Common Stock delivered to you pursuant to this Agreement shall be immediately forfeited to the Company and you shall pay over to the Company an amount equal to the gain realized at the time of vesting of any the shares of Restricted Stock.