Discharge by the Company Without Cause. During the Term, the Executive’s employment may be terminated by the Company (which shall also constitute a termination of this Agreement) upon thirty (30) days’ written notice; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. In the event of termination of Executive’s employment by the Company without Cause, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Company terminates Executive’s employment without Cause prior to July 1, 2021, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term.

DischargeTermination Without Cause by the Company/Severance. Company Without Cause. During the Term, themay terminate Executive’s employment may be terminated by the Company (which shall also constitute a termination ofunder this Agreement)Agreement without Cause at any time upon thirty (30) days’providing written notice; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice.Executive. In the event of termination ofsuch termination, Executive will receive Executive’s employment byBase Salary then in effect, prorated to the Company without Cause, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law,termination, and Accrued Benefits. Further, Executive shall comply with the terms ofbe entitled to any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Company terminates Executive’s employment without Cause prior to July 1, 2021, and provided that Executive # signs and returnsamounts owing to the Company a timely and effective separation agreement containing a general releaseExecutive for reimbursement of claims and other customary terms in the form providedexpenses properly incurred by the Company at the time employment is terminated (the “Separation Agreement”) and # continuesExecutive prior to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“which are reimbursable in accordance with Section 6 of this Agreement. In addition, Executive will receive a “Severance Package” that shall include # a “Severance Payment” equivalent to three (3) months of Executive’s Base Salary then in effect on the date of termination, payable in accordance with Company’s regular payroll cycle beginning on the second regular payday occurring following the date the release (as contemplated below) becomes effective and non-revocable in accordance with its terms, provided, however, that if any portion of the Severance Period”)Payment constitutes deferred compensation subject to Section 409A (as defined below), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executivesixty (60) day period for executing the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s shareRelease described below, would span two (2) calendar years, then, subject further to Section 7.6(a), such portion of the premiums for such insurance atSeverance Payment shall commence on the same rate as during employment) forfirst regularly scheduled payroll date occurring on or after sixty (60) days following the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term.termination date.

Discharge by theThe Company Without Cause. During the Term, themay, in its sole discretion, and without cause, terminate Executive’s employment may be terminated by the Company (which shall also constitute a termination of this Agreement)at any time upon thirty (30) days’ written notice; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice.Executive. In the event of a termination of Executive’s employment bywithout cause, all salary, benefits, payments or reimbursements shall cease upon whatever date is specified in the Company without Cause, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued throughnotice as the effective date of termination (the “Termination Date”), other than benefits under annual or long term incentive plans or qualified retirement plans maintained by the Company. Notwithstanding the previous sentence, if Executive is terminated without cause, Executive will be entitled to the Deferred Compensation Payments as required by law, and shall comply withspecified in Section III(d) and, provided the terms of any applicable benefits plans and agreements betweenTermination Date is on or before December 31, 2017, the Company andshall pay to executive separation pay (“Severance”) in an amount equivalent to: # Executive’s then existing salary rate (as established under Section III of this Agreement) for the Executive; and, in the event that the Company terminates Executive’s employment without Cause prior to July 1, 2021, and provided that Executivelesser of # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3twelve (12) months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive# for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term.period through December 31, 2017, plus # 50% of Executive’s target annual bonus as established in Section III, plus # additional taxable compensation equal to the then-current cost of twelve months of COBRA continuation coverage. The Severance shall be subject to usual and customary withholdings and paid in equal installments on the Company’s regular payroll dates during the 12 month period following the Termination Date (the “Separation Period”). Notwithstanding the foregoing, Severance shall be payable only if Executive executes and does not revoke, and the Company receives within 90 days after the Termination Date, a waiver to be provided by the Company, releasing the Company of all claims Executive has or may have against the Company or its affiliates. Any payments of Severance attributable to payroll dates during such 90 day period will be suspended and paid (provided a valid waiver is received and not revoked) on the first regularly scheduled payroll date after such 90-day period expires.

DischargeTermination by Company; “Cause.” Company shall have the Company Without Cause. During the Term, theright to terminate Executive’s employment may be terminated by the Company (which shall also constitute a termination of this Agreement) upon thirty (30) days’ written notice; provided that the Company in its sole discretion may elect to addhereunder at any portion of such notice to the Severance Period (definedtime, with or without “Cause” (as defined below) rather than have Executive work the full notice.. In the event of any termination by Company, Company shall give Executive forty-five (45) days prior notice of Executive’s employment by the Companyany termination without Cause, thebut shall not be obligated to give Executive prior notice of a termination with Cause. Company shall nevertheless be obligated to pay Executive all compensation, benefitssuch compensation and reimbursable expenses accrued through the effective date of termination orseverance, if any, as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Company terminates Executive’s employment without Cause prior to July 1, 2021, andmay be provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenantsfor in this Agreement and any other agreement betweenunder the Executive and the Company, theapplicable circumstances. Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the dategive Executive notice of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the costher employment pursuant to a “Notice of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term.Termination” (as defined below).

Discharge by the Company Without Cause. During the Term, the Executive’s employment may be terminated by the Company (which shall also constitute a termination of this Agreement) upon thirty (30) days’ written notice; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. In the event of termination of Executive’s employmentTermination by the Company without Cause, Cause. [[the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Company terminates Executive’Company:Organization]] may terminate Executive's employment without Cause prior to July 1, 2021, and provided that Executive # signs and returnsat any time during the course of this agreement by giving three months’ notice in writing to the Company a timelyExecutive. During the notice period, Executive must fulfill all of Executive's duties and effective separation agreement containing a general releaseresponsibilities set forth above and use Executive's best efforts to train and support Executive's replacement, if any. Failure of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continuesExecutive to comply with his post-employment covenantsthis requirement may result in this AgreementTermination for Cause described below, but otherwise Executive's salary and any other agreement betweenbenefits will remain unchanged during the notification period. [[the Company:Organization]], may, in its sole discretion, give Executive and the Company, the Company will continue toseverance pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter ofin the amount of time thatthe remaining notice period in lieu of actual employment, and nothing herein shall require Company to maintain Executive continues such benefits andin active employment for the remainderduration of the Initial Term.notice period.

Discharge by the CompanyTermination Without Cause. DuringThe Company may terminate the Term, the Executive’Executive's employment may beat any time without Cause pursuant to written notice provided to the Executive not less than 90 days in advance of such termination date. If the Executive's employment is terminated bypursuant to this Section 5(d), all of the Company (whichExecutive's rights and all of the Company's obligations except for the Severance Package outlined below, shall also constituteimmediately terminate. Notwithstanding a termination of this Agreement) upon thirty (30) days’ written notice; provided thatAgreement pursuant to this Section 5(d), the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. In the event of termination of Executive’Executive's employment by the Company without Cause, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Companyobligations and the Executive; and, inCompany's rights under Section 5, 6, 7, and 8 shall survive the event that the Company terminates Executive’s employment without Cause prior to July 1, 2021, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general releasetermination of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and Executive shall be paid any other agreement betweenunpaid portion of his Base Salary and any bonus earned through that date in accordance with Section 3(b). Following termination under paragraph 5(d), the Executive is entitled to a Severance Package equal to 90 days of Base Salary and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term.level prior to termination.

Discharge byTermination Without Cause: The Company shall have the Company Without Cause. During the Term, theright to terminate Executive’s employment may be terminated bywithout “Cause” (as defined below) during the Company (which shall also constitute a termination of this Agreement)Employment Period upon thirty (30) days’ written notice; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice.Executive. In the event of a termination of Executive’s employment by the Company without Cause, the Company shallwill pay Executive all compensation, benefits and reimbursable expenses accrued throughseverance compensation in an amount equal to the effectiveannual amount of Executive’s Base Salary in effect on the date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Company terminateson which Executive’s employment without Cause prior to July 1, 2021, and provided that Executive # signs and returns to the Companyis terminated, payable in a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months followinglump sum within thirty (30) days after the date of terminationthe termination. If Executive is eligible for and elects to continue group health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“Severance Period”COBRA”), and uponExecutive may do so at Executive’s timely election of statutory continuation coverage theexpense. The Company will also pay on Executive’s behalf or reimburse Executive the target amount of the bonus contemplated under Section 2(b) for the costyear in which termination without Cause occurs, prorated based upon the number of statutory continuation coverage for eligible group insurance benefits (minus Executive’s sharedays during which Executive was employed during such year, and any Performance Share Units or other equity incentives which have been granted to Executive shall fully vest on the date of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term.termination.

DischargeResignation by the Company Without Cause. During the Term, the Executive’sExecutive for Good Reason. The Executive may terminate his employment may be terminated by the Company (which shall also constitute a termination of this Agreement) upon thirty (30) days’ written notice;notice to the Company of his resignation for Good Reason (as defined below), detailing the circumstances constituting Good Reason; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. As used herein, “Good Reason” shall mean any of the following without the Executive’s consent: # breach by the Company of this Agreement or any other Agreement between the Company and Executive; # a requirement that Executive do anything that the Executive believes in good faith to be illegal after consulting with an attorney duly licensed to practice and in good standing with the Bar of the applicable state; or # a material reduction in Executive’s compensation or benefits, provided that the foregoing factors # – # shall only constitute “Good Reason” in the event that Executive provides the Company written notice of the circumstances that would constitute “Good Reason” if not cured as provided herein and the Company does not cure such circumstances within thirty (30) days of receipt of such written notice. In the event of termination of Executive’s employment by the Company without Cause,for Good Reason, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Company terminates Executive’sExecutive resigns his employment without Causehereunder with Good Reason prior to July 1, 2021, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term..

Discharge by the Company WithoutFor Cause. During the Term, the Executive’s employment may be terminated by the Company (which shall also constitute a termination of this Agreement) immediately upon thirty (30) days’ written notice; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. In the event of termination of Executive’s employment by the Company withoutBoard, detailing the circumstances constituting Cause. As used herein, “Cause” shall mean any one or more of the following that continues uncured for thirty (30) days following receipt of written notice to Executive from the Board setting forth in detail the circumstances constituting Cause: # failure or refusal to follow the reasonable written direction of the Board (other than by reason of Disability); # the Executive’s commission of any crime, the underlying conduct of which is job related such that it is consistent with business necessity to terminate Executive’s employment; # the Executive’s willful material false statement regarding the Company’s business to the Board, shareholders of the Company, any lender or insurer, or a regulatory authority; # the Executive’s breach of this Agreement in any material respect (other than by reason of Disability); or # other intentional conduct that is or could reasonably be expected to be materially harmful to the business interests or reputation of the Company. Immediately upon termination for Cause, the Company shall pay Executive all compensation, benefits and reimbursable expensesexpenses, accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Company terminates Executive’s employment without Cause prior to July 1, 2021, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term.Executive.

DischargeExecutive may terminate his employment under this Agreement and resign his position(s) with Company at any time, for any reason whatsoever, or for no reason, in Executive’s sole discretion, by the Company Without Cause. During the Term, the Executive’s employment may be terminated by the Company (which shall also constitutedelivering a terminationNotice of this Agreement) uponTermination (defined in Section 5(e) below) providing thirty (30) days’ written notice; provided that the Company in its sole discretion may elect to add any portiondays’ advance notice of such notice to the Severance Period (defined below) rather than have Executive work the full notice.termination (the “Notice Period”). In the event of termination of Executive’s employmentsuch termination, except as otherwise provided below, Executive shall not be entitled to further compensation pursuant to this Agreement except: # as may be provided by the Company without Cause, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefitsbenefit plans and agreements betweenof Company or any member of the Company Group in which Executive may be a participant, and the Executive; and,terms of any outstanding equity-based awards, # for Base Compensation accrued but unpaid through the Date of Termination (defined in Section 5(f) below), and # reimbursement of business expenses properly incurred but unreimbursed (to the event that the Company terminates Executive’s employment without Causeextent reimbursable) prior to July 1, 2021, and provided that Executive # signs and returnsthe Date of Termination. Company retains the discretion to use or decline use of Executive’s services through the Company a timely and effective separation agreement containing a general release of claims and other customary terms inNotice Period but retains the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continueobligation to pay Executive’Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months followingCompensation through the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term.Notice Period.