Impact of Reemployment. If an Employee is reemployed by the Company or an Affiliate, the following provisions shall apply with respect to the determination of the Employee’s Supplementary Pension:

Impact of Death. If you die before all benefits due under this Agreement are received by you, benefits will be due to your wife, Jayne Krulewitch, and if she does not survive you, to your Estate.

Impact on Certain Awards. Award Agreements may provide that in the event of a Change in Control of the Company: # Options and Stock Appreciation Rights outstanding as of the date of the Change in Control shall be cancelled and terminated without payment therefor if the Fair Market Value of one Share as of the date of the Change in Control is less than the per Share Option exercise price or Stock Appreciation Right grant price, and # all Performance Awards shall be considered to be earned and payable (either in full or pro rata based on the portion of Performance Period completed as of the date of the Change in Control and either based on achievement of target or actual performance during such period), and any limitations or other restriction shall lapse and such Performance Awards shall be immediately settled or distributed.

Insolvency Event. An Insolvency Event shall have occurred with respect to [[Organization C:Organization]] or any Affiliate; or

Termination Event. As soon as possible and in any event within ten days after the Company knows that any Termination Event has occurred, a statement, signed by an Authorized Officer of the Company, describing such Termination Event and the action which the Company and the members of the Controlled Group propose to take with respect thereto;

Covered Event. For purposes of this Policy, a “Covered Event” shall mean that a Covered Officer engages in any of the following conduct: # Covered Officer is convicted of or pleads guilty (or nolo contendere) to a felony, or a crime involving moral turpitude and, in either case, the result of which exposes Republic to serious actual or potential injury (financial, reputational or otherwise); # Republic determines that Covered Officer knowingly committed a material violation of any of Republic’s policies, rules or guidelines; # Covered Officer breaches a fiduciary duty or the terms of any confidentiality or other restrictive covenants, in each case, owed to or in favor of Republic; or # Republic determines that Covered Officer willfully engaged in conduct, or willfully failed to perform assigned duties, the result of which exposes Republic to serious actual or potential injury (financial, reputational or otherwise).

ERISA Event. An ERISA Event has occurred that would reasonably be expected to result in liability to Borrowers or Guarantors of more than $10,000,000;

Regulatory Event. The occurrence of a Level Two Regulatory Event which # remains unvacated, undischarged, unbounded or unstayed by appeal or otherwise for a period of 60 days from the date of its entry and # is reasonably likely to have a Material Adverse Effect; or

Exclusion Event. There occurs an Exclusion Event which has resulted or would be reasonably likely to result in non-compliance with any of the financial covenants set forth in [Section 7.18].

Upon the occurrence of the Triggering Event and if Service Provider is unable to cure as described in Section 1.(e), Service Provider shall be obligated to promptly transfer to Owners a full and complete copy of the then-existing Facility IP in the file format(s) as they exist in Service Provider’s and its Affiliates’ systems and files, and Owners’ license with respect to the then existing Facility IP as described in Section 2 above, shall become immediately exercisable and enforceable by Owners. If Service Provider fails to perform a particular type or category of Services but continues to perform other types or categories of Services, such event will be considered a Triggering Event only as to the category of Service which Service Provider failed to perform. Accordingly, if Service Provider is unable to cure in this instance, Service Provider shall transfer a copy of the portion of the then-existing Facility IP corresponding to that category of Service which led to the Triggering Event and the terms herein shall apply to that licensed portion of Facility IP. Owners’ partial exercise of this Facility IP License shall not preclude or prejudice Owners from receiving or exercising any additional partial or full licenses of Facility IP pursuant to Sections 2 and 3 due to any additional Triggering Events.