Termination Without Cause. This Agreement may be terminated by the Company at any time, without Cause, by 30 days' prior written notice from the Company to the Employee. If the Employee's employment is terminated by the Company for any reason other than for Cause, Disability or death, or if this Agreement is

terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that Cause did not exist or that Employee had not suffered a Disability, Employee shall be entitled only to: # any Base Salary earned but not yet paid; # reimbursement of any unpaid business expenses incurred in accordance with this Agreement by Employee prior to the effective date of the termination of Employee's employment; # any other benefits accrued and vested through the date of such termination in accordance with the applicable plans and programs of the Company; and # as damages for such a termination: the receipt of Base Salary for the longer of # six (6) months or # one (1) month for every year of service by Employee as an officer of the Company, up to a maximum of twelve (12) months after the date of termination (the period of time specified in this ​ is referred to herein as the "Severance Period"). During the Severance Period, the Company shall also continue paying its normal portion of Employee's medical, dental and health insurance premiums pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), provided that Employee first timely elects to continue such coverage under COBRA, and subject to any federal COBRA premium subsidies (if any) for which Employee may be eligible. During the Severance Period, the Company will also continue Employee's life insurance and disability coverage, to the extent permitted under applicable policies, and will pay to the Employee the fringe benefits pursuant to [section 5] which have accrued prior to the date of termination. By way of clarification, except to the extent such amounts have been accrued or earned as of the date of termination, Employee shall not be entitled to any bonus payout under any Company plan or program, including, without limitation, any Economic Value Added bonus plan of which Employee is a participant, in the event Employee's employment is terminated by the Company pursuant to this [section 6(b)]. The Company's termination of the Employee's employment under this [section 6(b)] shall immediately relieve the Employee of all obligations under this Agreement (except as provided in [sections 7 and 8]8]) and, except as provided below, shall not be construed to require the application of any compensation which the Employee may earn in any such other employment to reduce the Company's obligation to provide severance benefits and liquidated damages under this [section 6(b)].

Termination Withoutwithout Cause. This Agreement may be terminated byNotwithstanding anything to the contrary in this Agreement, the Company may, at any time, terminate Employee’s employment without Cause,Cause (as defined above) by 30 days'giving Employee at least thirty (30) days prior written notice fromof the Company toeffective date of Employee’s termination. In the Employee. If the Employee'sevent of such termination of employment is terminated by the Company for any reason other than forwithout Cause, Disability or death, or if this Agreement is terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that Cause did not exist or that Employee had not suffered a Disability, Employee shall be entitled only to:to receive # any Base Salary earned but not yet paid;Earned Pay, # reimbursementseverance benefits, which shall consist of any unpaid business expenses incurred in accordance with this Agreement by Employee prioran after-tax, lump sum payment equal to the effective dateCompany’s share of Employee’s medical coverage under the termination of Employee'Company’s employment; # any other benefits accruedgroup health plan, measured as if Employee properly and vested through the date of such termination in accordance with the applicable plans and programs of the Company; and #timely elected continuation coverage as damages for such a termination: the receipt of Base Salary for the longer of # six (6) months or # one (1) month for every year of serviceprescribed by Employee as an officer of the Company, up to a maximum of twelve (12) months after the date of termination (the period of time specified in this ​ is referred to herein as the "Severance Period"). During the Severance Period, the Company shall also continue paying its normal portion of Employee's medical, dental and health insurance premiums pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), provided that Employee first timely elects to continue such coverage under COBRA, and subject to any federal COBRA premium subsidies (if any) for which Employee may be eligible. During the Severance Period, the Company will also continue Employee's life insurance and disability coverage, to the extent permitted under applicable policies, and will pay to the Employee the fringe benefits pursuant to [section 5] which have accrued prior to the date of termination. By way of clarification, except to the extent such amounts have been accrued or earned as of the date of termination, Employee shall not be entitled to any bonus payout under any Company plan or program, including, without limitation, any Economic Value Added bonus plan of which Employee is a participant, in the event Employee's employment is terminated by the Company pursuant to this [section 6(b)]. The Company's termination of the Employee's employment under this [section 6(b)] shall immediately relieve the Employee of all obligations under this Agreement (except as provided in [sections 7 and 8]8]) and, except as provided below, shall not be construed to require the application of any compensation which the Employee may earn in any such other employment to reduce the Company's obligation to provide severance benefits and liquidated damages under this [section 6(b)].

By Company for Reason Other Than Cause. Company may terminate this Agreement and Executive’s employment for any reason whatsoever, or for no reason, in Company’s sole discretion by providing a Notice of Termination Without Cause. This Agreement may(as defined in [Section 5(e)] below). For purposes of this Agreement, acceptance by Company of Executive’s resignation upon Company’s request or by mutual agreement shall be terminateddeemed to be a termination by Company according to this [Section 5(d)(i)]. In the Company at any time, without Cause, by 30 days' prior written notice from the Company to the Employee. If the Employee'event that Executive’s employment is terminated by the Company for any reason other than for Cause, Disability or death, or if this Agreement is terminated by the Company for what the Company believes is Cause (defined in [Section 5(d)(ii)] below) and not due to Executive’s death or Disability, and it is ultimately determined that Cause did not existthen in addition to any compensation or that Employee had not suffered a Disability, Employee shallbenefits to which Executive may be entitled only to: # any Base Salary earned but not yet paid; # reimbursementthrough the Date of Termination (as defined in [Section 5(f)] below) and payment for the value of any unpaid business expenses incurred in accordance with this Agreement by Employee prior to the effective dateaccrued, unused paid time off then-existing as of the terminationDate of Employee'Termination, # Company shall pay Executive # a lump sum equal to one and one-half times Executive’s employment;Base Compensation, payable on Company’s first regular pay date that is on or after the 60th day following the Date of Termination and # any other benefits accruedan amount equal to one and vested throughone-half times Executive’s Target Bonus for the calendar year in which the Date of Termination occurs, payable in four substantially equal installments, with the first such installment paid on Company’s first regular pay date that is on or after the 60th day following the Date of Termination and the three remaining installments paid on the last business day of each of the three calendar quarters immediately following the calendar quarter that includes the Date of Termination and # for the period beginning on the Date of Termination and ending on the date of such termination in accordance with the applicable plans and programs of the Company; and # as damages for such a termination: the receipt of Base Salary for the longer of # six (6) months or # one (1) month for every year of service by Employee as an officer of the Company, up to a maximum of twelve (12)that is 18 months after the dateDate of termination (the periodTermination, Company shall reimburse Executive for the COBRA Premium (as defined above); provided, however, that in order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of time specified in this ​ is referredExecutive’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to herein as the "Severance Period"). During the Severance Period,subject Company or any member of the Company shall also continue paying its normal portion of Employee's medical, dental and health insurance premiumsGroup to sanctions imposed pursuant to the provisions[Section 2716] of the Consolidated Omnibus Budget Reconciliation Act ("COBRA"),PHSA. Each COBRA Premium reimbursement shall be provided that Employee first timely elects to continueExecutive by Company within 30 days of its receipt of such coverage under COBRA, and subject to any federal COBRA premium subsidies (if any) for which Employee may be eligible. During the Severance Period, the Company will also continue Employee's life insurance and disability coverage, to the extent permitted under applicable policies, and will pay to the Employee the fringe benefits pursuant to [section 5] which have accrued prior to the date of termination. By way of clarification, except to the extent such amounts have been accrued or earned asevidence of the date of termination, EmployeeCOBRA Premium payment; provided, further, however, that Company shall not be entitled to any bonus payout under any Company plan or program, including, without limitation, any Economic Value Added bonus plan of which Employee is a participant, in the event Employee's employment is terminated by the Company pursuant to this [section 6(b)]. The Company's termination of the Employee's employment under this [section 6(b)] shall immediately relieve the Employee of all obligations under this Agreement (except as provided in [sections 7 and 8]8]) and, except as provided below, shall not be construed to require the application of any compensation which the Employee may earn in any such other employment to reduce the Company'shave no obligation to provide severance benefitsExecutive the COBRA Premium reimbursement for any period in which Executive is eligible to participate in a group medical plan sponsored by any other employer. Executive agrees and liquidated damagesunderstands that the payment of any COBRA Premium will remain Executive’s sole responsibility. Collectively, the payments made under this [section 6(b)].Section shall be referred to as the “Without Cause Separation Package.”

Termination Without Cause. This Agreement may be terminated byCause: The Company shall have the right to terminate Executive’s employment without “Cause” (as defined below) during the Employment Period upon notice to Executive. In the event of a termination without Cause, the Company at any time, without Cause, by 30 days' prior written notice from the Companywill pay Executive severance compensation in an amount equal to the Employee. Ifannual amount of Executive’s Base Salary in effect on the Employee'date on which Executive’s employment is terminated by the Company for any reason other than for Cause, Disability or death, or if this Agreement is terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that Cause did not exist or that Employee had not sufferedterminated, payable in a Disability, Employee shall be entitled only to: # any Base Salary earned but not yet paid; # reimbursement of any unpaid business expenses incurred in accordance with this Agreement by Employee prior to the effective date of the termination of Employee's employment; # any other benefits accrued and vested through the date of such termination in accordance with the applicable plans and programs of the Company; and # as damages for such a termination: the receipt of Base Salary for the longer of # six (6) months or # one (1) month for every year of service by Employee as an officer of the Company, up to a maximum of twelve (12) monthslump sum within thirty (30) days after the date of termination (the period of time specified in this ​the termination. If Executive is referredeligible for and elects to herein as the "Severance Period"). During the Severance Period, the Company shall also continue paying its normal portion of Employee's medical, dental andgroup health insurance premiums pursuant to the provisions ofcoverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"of 1985 (“COBRA”), provided that Employee first timely elects to continue such coverage under COBRA, and subject to any federal COBRA premium subsidies (if any) for which EmployeeExecutive may be eligible. During the Severance Period, thedo so at Executive’s expense. The Company will also continue Employee's life insurancepay Executive the target amount of the bonus contemplated under [Section 2(b)] for the year in which termination without Cause occurs, prorated based upon the number of days during which Executive was employed during such year, and disability coverage, to the extent permitted under applicable policies, and will pay to the Employee the fringe benefits pursuant to [section 5]any Performance Share Units or other equity incentives which have accrued priorbeen granted to Executive shall fully vest on the date of termination. By way of clarification, except to the extent such amounts have been accrued or earned as of the date of termination, Employee shall not be entitled to any bonus payout under any Company plan or program, including, without limitation, any Economic Value Added bonus plan of which Employee is a participant, in the event Employee's employment is terminated by the Company pursuant to this [section 6(b)]. The Company's termination of the Employee's employment under this [section 6(b)] shall immediately relieve the Employee of all obligations under this Agreement (except as provided in [sections 7 and 8]8]) and, except as provided below, shall not be construed to require the application of any compensation which the Employee may earn in any such other employment to reduce the Company's obligation to provide severance benefits and liquidated damages under this [section 6(b)].

Termination Without Cause. This Agreement may be terminatedCause by the Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time, without Cause, by 30 days' priortime upon providing written notice fromto Executive. In the Companyevent of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the Employee. If the Employee's employment is terminated by the Company for any reason other than for Cause, Disability or death, or if this Agreement is terminated by the Company for what the Company believes is Cause or Disability,date of termination, and it is ultimately determined that Cause did not exist or that Employee had not suffered a Disability, EmployeeAccrued Benefits. Further, Executive shall be entitled only to: #to any Base Salary earned but not yet paid; #amounts owing to the Executive for reimbursement of any unpaid business expenses properly incurred in accordance with this Agreement by Employee prior to the effective date of the termination of Employee's employment; # any other benefits accrued and vested through the date of such termination in accordance with the applicable plans and programs of the Company; and # as damages for such a termination: the receipt of Base Salary for the longer of # six (6) months or # one (1) month for every year of service by Employee as an officer of the Company, up to a maximum of twelve (12) months after the date of termination (the period of time specified in this ​ is referred to herein as the "Severance Period"). During the Severance Period, the Company shall also continue paying its normal portion of Employee's medical, dental and health insurance premiums pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), provided that Employee first timely elects to continue such coverage under COBRA, and subject to any federal COBRA premium subsidies (if any) for which Employee may be eligible. During the Severance Period, the Company will also continue Employee's life insurance and disability coverage, to the extent permitted under applicable policies, and will pay to the Employee the fringe benefits pursuant to [section 5] which have accruedExecutive prior to the date of termination. By waytermination which are reimbursable in accordance with [Section 6] of clarification, exceptthis Agreement. In addition, Executive will receive a “Severance Package” that shall include # a “Severance Payment” equivalent to the extent such amounts have been accrued or earned asthree (3) months of Executive’s Base Salary then in effect on the date of termination, Employee shall not be entitled topayable 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 bonus payout under any Company plan or program, including, without limitation, any Economic Value Added bonus plan of which Employee is a participant, in the event Employee's employment is terminated by the Company pursuant to this [section 6(b)]. The Company's terminationportion of the Employee's employment under this [section Severance Payment constitutes deferred compensation subject to Section 409A (as defined below), and the sixty (60) day period for executing the Release described below, would span two (2) calendar years, then, subject further to [Section 7.6(b)a)], such portion of the Severance Payment shall immediately relievecommence on the Employee of all obligations under this Agreement (except as provided in [sections 7 and 8]8]) and, except as provided below, shall not be construed to requirefirst regularly scheduled payroll date occurring on or after sixty (60) days following the application of any compensation which the Employee may earn in any such other employment to reduce the Company's obligation to provide severance benefits and liquidated damages under this [section 6(b)].termination date.

The Company may terminate Employee’s employment at any time during the Term without Cause upon a minimum of 30 days written notice thereof to Employee. Upon such termination pursuant to this [Section 7(b)], the Company will pay to Employee, # monthly for 24 months, an amount equal to Employee’s regular monthly Base Salary at the time of termination plus # a lump sum equal to two times Employee’s average annual cash bonus under [Section 5(a)] paid in the preceding two fiscal years of the Company; provided, however, all such payment obligations shall terminate immediately upon any material breach by Employee of [Section 8(a)] of this Agreement may be terminatedor any breach by Employee of [Section 8(b)] of this Agreement. Upon termination of Employee’s employment by the Company at any time, without Cause, by 30 days' prior written notice from the Companyno further compensation or benefits shall accrue or be payable to the Employee. If the Employee's employment is terminated by the Company for any reason other than for Cause, Disability or death, or ifEmployee under this Agreement is terminated byexcept for # the Companypayments provided for what the Company believes is Cause or Disability, and it is ultimately determined that Cause did not exist or that Employee had not suffered a Disability, Employee shall be entitled only to:above, # any Base Salary earned but not yet paid; # reimbursement of any unpaid business expenses incurred in accordance with this Agreement bySalary, bonus or other benefits which have accrued to Employee prior to the effective date of the termination of Employee's employment; # any other benefits accrued and vested through the date of such termination in accordance with the applicable plans and programs of the Company;termination, and # as damages for such a termination: the receipt of Base Salary for the longer of # six (6) months or # one (1) month for every year of service by Employee as an officer of the Company, up to a maximum of twelve (12) months after the date of termination (the period of time specified in this ​ is referred to herein as the "Severance Period"). During the Severance Period, the Company shall also continue paying its normal portion of Employee's medical, dentalother payments, rights and health insurance premiums pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), provided that Employee first timely elects to continue such coverage under COBRA, and subject to any federal COBRA premium subsidies (if any)benefits for which Employee may be eligible. During the Severance Period, the Company will also continue Employee's life insurance and disability coverage, to the extent permitted under applicable policies, and will pay to the Employee the fringe benefitseligible pursuant to [section 5] which have accrued prior to the date of termination. By way of clarification, except to the extent such amounts have been accruedany Company employee benefit plan or earned as of the date of termination, Employee shall not be entitledpolicy (including unused vacation) or pursuant to any bonus payout under any Company planother agreement or program, including, without limitation, any Economic Value Added bonus plan of whicharrangement between Employee is a participant, inand the event Employee's employment is terminated by the Company pursuant to this [section 6(b)]. The Company's termination of the Employee's employment under this [section 6(b)] shall immediately relieve the Employee of all obligations under this Agreement (except as provided in [sections 7 and 8]8]) and, except as provided below, shall not be construed to require the application of any compensation which the Employee may earn in any such other employment to reduce the Company's obligation to provide severance benefits and liquidated damages under this [section 6(b)].Company.