Termination Payment upon Change in Control. The Company shall pay the Employee a lump sum cash payment, no later than thirty (30) days after the Termination Date, in an amount equal to # two times Employee's average annual cash compensation (including base salary and cash bonuses, but excluding the award or exercise of stock options or stock grants) for the three fiscal years (or lesser number of fiscal years if the Employee's employment has been of shorter duration) of the Company immediately preceding the Change in Control Termination, plus # the amount of the Employee’s earned but unused vacation time. If the Employee is a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder), and if the amount otherwise payable to the Employee under this Paragraph 2(a) during the six-month period beginning on the Termination Date exceeds two times the limitation applicable as of the Termination Date under Section 401(a)(17) of the Internal Revenue Code, then such excess amount shall be paid at the end of such six-month period.

Severance Payment upon Termination of Employment. If, during the two (2) year period immediately following a Change in Control of the Company, the Company shall terminate the Executive’s employment other than pursuant to Section 3(b), 3(c) or 3(d) or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive the following as severance pay (the “Severance Payment”):

“Early Termination Payment” is defined in [Section 4.3(b)] of this Agreement.

upon receipt of any such Early Conversion Notice, within a commercially reasonable period of time thereafter, [[Organization A:Organization]] shall designate an Exchange Business Day as an Early Termination Date (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement

Actual Payment Date. The provisions hereof for payment on the fifteenth date of March or of any other month shall be construed and may be applied as the Committee (including the Plan recordkeeper) deems necessary or advisable and in accordance with applicable provisions of the Regulations, including without limitation Treasury Reg. § 1.409A-3(d), without liability to any Participant or Beneficiary by reason thereof.

Fixed Payment Date. Within 60 days of January 1 of the calendar year elected by the Participant at the time of deferral. If a Participant has a Termination of Employment prior to the fixed payment date, such amount shall be paid on the earlier of: # within 60 days following January 1 in the tenth year following the year of the Termination of Employment, or # January 1 of the calendar year elected by the Participant at the time of deferral. The Plan Administrator will establish Plan Rules, procedures and limitations on establishing the number and times of the fixed payment dates available for Participants to elect.

Termination Upon Death. In the event of termination by Flagship of the Executive’s employment with Flagship upon his death, the Executive’s estate shall receive the following compensation from Flagship in connection with such termination:

Termination Upon Disability. In the event of termination by Flagship of the Executive’s employment with Flagship upon the Executive’s incapacity or inability to perform his duties and responsibilities as contemplated under this Agreement without reasonable accommodation in accordance with the Americans with Disabilities Act for one hundred twenty (120) consecutive days, or for more than one hundred twenty (120) days within any one (1) year period (cumulative or consecutive), in each case due to impairment to his physical or mental health (a “Disability”), the Executive or his personal representatives shall receive the following compensation from Flagship in connection with such termination:

Vesting Upon Termination. If a Grantee’s service with the Company terminates before the Restricted Stock vest, unless otherwise determined by the Committee, a pro-rata portion of the Award Amount will become vested and non-forfeitable, and the remainder of the Award Amount will be forfeited and automatically canceled. The pro-rata portion of the Award Amount that may vest pursuant to this Section 4(b) will be the amount equal to that number of Restricted Stock (rounded to the nearest whole number) calculated based on the ratio of # the number of days of service provided by Grantee during the period of service to which the Restricted Stock relate, to # the total number of days in the period of service to which the Restricted Stock relate.

Termination Upon Death. The employment of CEO shall automatically terminate on the date of CEO's death.