Executive Benefits. Executive shall be eligible to participate in all Executive benefit plans, policies, programs, or perquisites in which other ​ executive or officers participate, including future benefit plans and the ​ Stock Option program. The terms and conditions of Executive's participation in ​’s Executive benefit plans, policies, programs, or perquisites shall be governed by the terms of each such plan, policy, or program.

Standard Executive Benefits. In addition to the compensation and benefits described in [Sections 3, 4, 5 and 7]7]7]7], Executive and, as applicable, Executive's family, shall be eligible (subject to the terms and conditions of the particular plans and programs) to participate during the Employment Term, and, if applicable, during the Extended Employment Term, in all of Titan's then prevailing benefit plans and programs which are generally available to Titan’s salaried executive employees, including, without limitation, any group life, hospitalization, surgical, major medical and accidental death and dismemberment insurance plans and/or benefits, dental care, 401(k) profit sharing plan and any pension or other capital accumulation plans (collectively, the "Standard Executive Benefits"), as the Standard Executive Benefits may be amended or discontinued hereafter by Titan, in its discretion.

Executive. The parties hereto agree that Executive is obligated under this Agreement to render personal services of a special, unique, unusual, extraordinary and intellectual character, thereby giving this Agreement special value. Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s estate.

Employee will accrue vacation in accordance with the Company’s policy in effect from time to time for other executive officers; provided that no decrease in vacation benefits from those available on the date hereof shall be applicable to Employee during the Term hereof. Employee shall be entitled to participate, according to eligibility provisions of each, in such medical, life and disability insurance programs, profit sharing plans, retirement plans, executive financial planning programs, and other fringe benefit plans as may be in effect from time to time during the Term hereof and available to other executive officers of the Company.

Other Payments and Benefits to Executive. Executive will receive and remain entitled to those payments and benefits enumerated in the ​ correspondence and Summary of Benefits from Andrew R. Carlin to Executive, a copy of which is attached hereto as [Exhibit A].

By Executive. Notwithstanding any other provision of this Agreement, Executive may terminate Executive’s employment with the Company upon delivery of a Notice of Termination to the Company at least ninety (90) days prior to the Date of Termination (which the Company may, in its sole discretion, make effective earlier than the date set forth in the Notice of Termination provided, that any due compensation to the Executive shall remain as of the original Date of Termination). The Company may require that Executive not come to work during the notice period and may assign one or more of Executive’s duties and authority to one or more other individuals. In the event Company requires that Executive not come to work during the notice period, Company shall continue to pay Executive as if Executive were working.

​ hereby employs Executive as a Managerial Employee. Executive’s employment is at will. As an at-will Employee, the Executive has the right to voluntarily terminate his/her employment at any time, and with or without advance notice, subject to the terms and conditions herein in this Agreement. ​ also has the option to involuntarily terminate the Executive’s employment at any time, with or without cause, and with or without advance notice, subject to the terms and conditions herein in this Agreement.

Executive Participant. The term “Executive Participant” means any Participant who is the Chief Executive Officer, an Executive Vice President or a Senior Vice President of the Company.

Executive Acknowledgement. Executive confirms and represents to the Company that he has had the opportunity to obtain the advice of legal counsel, financial and tax advisers, and such other professionals as he deems necessary for entering into this Agreement, and he has not relied upon the advice of the Company or the Company’s officers, directors, or employees.

Specified Executive. Notwithstanding any other provision of this Agreement to the contrary, because Executive is considered a “specified employee” for purposes of Code Section 409A, any payment that constitutes “deferred compensation” within the meaning of Code Section 409A that is otherwise due to Executive as a result of such Executive’s “separation from service” under this Agreement during the six (6)-month period immediately following Executive’s “separation from service” shall be accumulated and paid to Executive on the first day of the seventh month following such “separation from service” (“Delayed Payment Date”), provided that if Executive dies prior to the payment of such amounts, such amounts shall be paid to the personal representative of Executive’s estate on the first to occur of the Delayed Payment Date or ten (10) days following the date of Executive’s death.