Amount of Regular Severance Benefits. If a Participant’s employment is terminated in circumstances entitling him or her to Regular Severance Benefits as provided in [Section 4.2], then, subject to Articles 5 and 6:

Regular Benefits. Executive shall be entitled to participate in all benefit plans available to employees of Employer, such plans are more specifically outlined in the Employee Benefits Package (a copy of which has been provided to Executive), including medical insurance, basic life insurance, long-term disability, retirement and security plans, savings plans (401K), business travel accident insurance, exercise club privileges, and other benefit plans that may from time to time be approved or in effect for senior executives of Employer. Such participation shall be subject to # the terms of the applicable plan documents, # generally applicable policies of Employer and # the discretion of the Board of Directors of Employer or the administrative or other committee provided for in or contemplated by such plan. Such benefits shall be subject to review, alteration and/or cancellation in the discretion of the Board of Directors of Employer, in accordance with the usual practice of Employer with respect to review of benefits for its officers.

A Participant shall be entitled to receive from the Company Regular Severance Benefits in the amount provided in [Section 4.4] if # the Participant’s employment with the Company or any Affiliate is terminated # by the Company without Cause (other than by reason of the Participant’s death or Disability) or # by the Participant for Good Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason, and # the Participant’s termination of employment does not occur within the 3-month period prior to or the 24-month period following a Change in Control and the Participant is not otherwise entitled to receive Change in Control Severance Benefits pursuant to [Section 4.1].

Termination without Cause and not in Connection with a Change in Control. If the Company terminates Executive’s employment with the Company for a reason other than Cause, Executive becoming Disabled, or Executive’s death, at any time other than during the twelve (12)-month period immediately following a Change in Control, then, subject to [Section 4], Executive will receive the following severance benefits from the Company:

Severance Benefits. If the Executive’s employment terminates by reason of a Qualifying Termination (other than a Change in Control Termination), # the Company will pay the Executive a lump sum amount equal to one times the sum of # the Executive’s annual base salary, at the rate in effect as of the Termination Date, and # the Executive’s target annual cash incentive award for the year in which the Termination Date occurs (the “Severance Payment”), # the Company will pay the Executive a lump sum amount equal to one times the aggregate annual COBRA premium costs required to be paid by the Executive for the Executive and the Executive’s eligible dependents to continue to participate in the medical, dental, and vision benefit plans maintained or sponsored by the Company or its affiliates immediately prior to the Termination Date (the “Medical Plan Coverage Payment”), and # the Executive will be eligible for the Company’s outplacement assistance benefits (the “Outplacement Assistance,” and collectively with the Salary Payment and the Medical Plan Coverage Payment, the “Severance Benefits”).

Severance Benefits. Upon a Change in Control Termination, and subject to the limitations and conditions set forth in this Agreement, Executive shall be eligible to receive the benefits set forth in this [Article 3]. The receipt of any severance payments or benefits pursuant to this Agreement is subject to Executive signing and not revoking a separation agreement and general release of claims (the “Release”), in substantially the form attached hereto and incorporated herein as [Exhibit A], [Exhibit B] or [Exhibit C], as appropriate, which Release must become effective and irrevocable no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline Date”). If the Release does not become effective and irrevocable by the Release Deadline Date, Executive will forfeit any right to any severance payments or benefits under this Agreement. In no event will severance payments or benefits be paid or provided until the Release actually becomes effective and irrevocable

Severance Benefits. In the event Abrams’ employment by the Company is terminated by either Party prior to the Termination Date, Abrams shall be paid as severance the amount otherwise due and payable Abrams under the terms of this Agreement from the date of Early Termination up to and including the Termination Date (“Severance Benefits”), which Severance Benefits shall be paid in equal biweekly installments corresponding with the Company’s existing payroll practices, beginning on the Early Termination Date and continuing through the Termination Date. Abrams acknowledges that the Severance Benefits represent consideration to which he would not otherwise be entitled and is in lieu of any rights or claims that he may have with respect to any Severance Benefits or other remuneration from the Company. For the avoidance of doubt, Abrams acknowledges and agrees that he will receive no additional payments other than Severance Benefits set forth herein, including, but not limited to, for services rendered for accrued or unused vacation, or paid time off; provided, however, that Abrams shall be entitled to reimbursement by the Company for all bonafide business expenses incurred by Abrams up to and including the earlier to occur of the Early Termination Date or Termination Date.

Subject to the Executive’s execution of this Agreement and non-revocation of the release of claims set forth in [Section 3] (the “Release”), and continued compliance with the Executive’s obligations as set forth hereunder, the Company agrees, in full satisfaction of all claims the Executive may have to payments or benefits under the Company’s Executive Severance Plan (the “Severance Plan”) or any other severance arrangement, to # pay the Executive, no later than 30 calendar days following the date hereof, a cash payment of ​, subject to applicable tax withholding, # during the period from the Separation Date through the second anniversary thereof, arrange to provide the Executive and anyone entitled to claim through the Executive, life, accident and health (including medical, behavioral, prescription drug, dental and vision) benefits substantially similar to those provided to the Executive and anyone entitled to claim through the Executive immediately prior to the Separation Date at no greater after-tax cost to the Executive than the after-tax cost to the Executive immediately prior to the Separation Date, and # pay the Executive, at the same time that annual bonuses for 2017 are paid to senior executives of the Company (but in no event later than ​), a cash bonus for 2017 equal to the greater of # 37% of the annual bonus amount that the Executive would have received based on actual Company performance (it being agreed for this purpose that all subjective individual objectives are achieved at target) had he remained employed through the end of the 2017 calendar year and # ​, subject to applicable tax withholding ((a), [(b), and (c)])], collectively, the “Severance Benefits”). In the event that the Executive revokes the Release, the Executive shall not be entitled to receive any of the Severance Benefits.

Severance Benefits. Provided that Executive signs and does not timely revoke either this Agreement pursuant to [Section 16] or the second release attached as [Exhibit A] (the "Second Release") pursuant to [Section 5] thereof, and complies with the terms of this Agreement and the Second Release, the Company shall provide Executive with the following severance payments and benefits, in full satisfaction of all termination obligations the Companies may have to Executive:

Additional Severance Benefits. In the event of a termination of employment under any of the situations described in paragraph 2 above, the Company agrees to provide Employee the following additional severance benefits which he/she would not otherwise be entitled. Employee acknowledges and agrees that the totality of severance benefits set forth in this Agreement constitute adequate legal consideration for the promises and representations made by him/her in this Agreement, and are in lieu of any benefits payable under any severance plan now in existence or hereafter adopted.