Non-Change in Control Termination Payment. The Company shall pay the Employee # an amount equal to the sum of # the Employee's annual base salary as of the Termination Date plus # the amount of the cash incentive award that was paid or payable to the Employee under the Senior Executive Incentive Plan for work performed in the last completed fiscal year immediately preceding the fiscal year in which the Termination Date occurs, which amount shall be payable over a period of one year beginning on the Termination Date in periodic installments in accordance with the Company's normal payroll practices; provided, however, that any installments that otherwise would be paid during the first sixty (60) days after the Termination Date will be delayed and included in the first installment paid to the Employee on the first payroll date that is more than sixty (60) days after the Termination Date, and # a lump cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to the Employee's earned but unused vacation time. If the Employee is a "specified employee" (within the meaning of Section 409A of the Code), and if the amount otherwise payable to the Employee under this Paragraph 3(a)(i) 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)](l 7) of the Code, then such excess amount shall be paid at the end of such six-month period.

Non-Change in Control Termination. "Non-Change in Control Termination" shall have the meaning set forth in Paragraph 3.

Non-Change in Control Termination. Notwithstanding the foregoing, if the Employee's employment is terminated by the Company for any reason other than for Cause, and such termination does not occur upon or within twenty-four (24) months after a Change in Control such that a Change in Control Termination shall have occurred (a "Non-Change in Control Termination"), then the Employee shall, subject to the conditions set forth in Paragraph 5, be entitled to the following severance benefits:

Change In Control Termination Payment. The term “Change In Control Termination Payment” shall mean a cash payment equal to the sum of:

Change in Control Payment. The Corporation shall pay Executive a lump sum payment (the “Change in Control Payment”) within forty-five (45) days after the consummation of a Change in Control. Notwithstanding the previous sentence, if Executive is furnished with the notice under [Section 4] of the Agreement, the time of the Change in Control Payment and

If Executive’s employment is terminated in circumstances entitling Executive to Change in Control Non-Compete Benefits as provided in [Section 5(a)], ​ shall pay Executive, in a single lump sum payment in cash, and subject to [Section 26], within 10 days of the Date of Termination, Change in Control Non-Compete Benefits in an amount equal to the sum of:

Change in Control Severance Payment. The Corporation will make the payments provided for in this [Section 2] (the “Severance Pay”) if Executive’s employment is terminated during the term of this Agreement in a manner that constitutes a “separation from service” as that term is defined by Section 409A of the Internal Revenue Code (the “Code”) due to: # Executive terminating employment for Good Reason, or # the Corporation terminating Executive’s employment for any reason other than death, Permanent Disability or Cause, and, in the case of either [(A) or (B)])], such termination of employment occurs either # within twenty-four months after the date of a Change in Control or # within six months before the date of a Change in Control.

In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the event of a Change in Control Termination his knowledge of the Company Group’s trade secrets and other Confidential Information concerning the Company Group and his services shall be of additional special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that following a Change in Control Termination he shall be subject to the restrictions identified in paragraph 8 above, but that the time periods identified in paragraph 8 above shall be extended from twelve (12) months to eighteen (18) months.

Termination Following Change in Control. Notwithstanding the provisions of subsection # above, if on the date of or during the twenty-four (24)-month period following a Change in Control, a Participant is removed or the Participant’s service as a director is otherwise involuntarily terminated (other than as a result of the Participant’s failure to receive at an annual or special meeting of shareholders of the Company or the New Company, as applicable, the requisite shareholder vote necessary to be re-elected a director), # all outstanding Options and Stock Appreciation Rights held by such Participant shall become vested and exercisable immediately upon such termination and # all outstanding unvested Restricted Stock and Restricted Stock Unit Awards shall become vested immediately upon such termination.

Termination After Change in Control. If the Company (or its successor or the surviving entity) terminates your employment without Cause within twelve (12) months after the effective date of any Change in Control, or if you terminate your employment for Good Reason within twelve (12) months after the effective date of any Change in Control, then in addition to the benefits set forth in [Section 13(a)], you will be entitled to the following: # an increase of ​ in your annual base salary amount (or an additional ​ per month), which increased annual base salary amount shall be paid for the remainder of the Term (or the Renewal Term, as applicable) or for two (2) years following the Change in Control, whichever is longer; # a gross-up in the annual base salary amount each year to account for and to offset any tax that may be due by you on any payments received or to be received by you under this Letter Agreement that would result in a “parachute payment” as described in Section 280G of the Code; # payment of your annual bonus amount as set forth in [Section 13(a)(ii)] for each year during the remainder of the Term (including the Renewal Term, as applicable) or for two (2) years following the Change in Control, whichever is longer; # health insurance coverage provided for and paid by the Company for the remainder of the Term (including the Renewal Term, as applicable) or for two (2) years following the Change in Control, whichever is longer; and # vested Equity Incentives and additional Stock Options shall be fully and immediately available.