Termination of Employment

In addition to the termination of the Period of Restriction based on the achievement of the service and financial performance objectives as described in [Sections 2.a-2.b]b] above, the Period of Restriction shall terminate in connection with certain terminations of Grantee's employment with the Company and its subsidiaries as described in this Section 2.c. Specifically, the Period of Restriction for all of the Restricted Shares shall terminate (to the extent that the Period of Restriction has not previously terminated or the Restricted Shares have not previously been forfeited) upon the occurrence of any of the following: # the death of Grantee; # the Grantee ceasing to be an Employee due to "disability" within the meaning of that term under Section 409A of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations promulgated thereunder; or # upon or after the occurrence of a "Change in Control" (within the meaning of [Section 2.5] of the [[Company:Organization]] Change-in-Control Retention Plan, restatement effective December 17, 2009 ("Change-in-Control Plan")) either # Grantee's employment with the Company and its subsidiaries is terminated by the Company without "Cause" (within the meaning of [Section 2.4] of the Change-in-Control Plan) or # Grantee terminates employment with the Company and its subsidiaries for "Good Reason" (within the meaning of [Section 2.15] of the Change-In-Control Plan).

After termination of the employment relationship, the Employee is bound by the restrictions as set out by law and/or in this employment contract and its exhibits.

Post-Termination of Employment Restrictions. The following provisions will apply to the extended exercisability, vesting, or continuation of any Award following a Termination of Employment:

A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified

Whether a termination of employment has occurred is based on whether the facts and circumstances indicate that the Related Employer and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36 month period (or the full period of services to the Related Employer if the employee has been providing services to the Related Employer for less than 36 months).

Employee further understands and agrees that the restrictions in Section(s) 2, 6, and 7 of this Agreement shall apply upon termination of employment regardless of the reason or cause, if any, and whether with or without prior notice, and those restrictions apply regardless of whether Employee or Insight terminated employment.

For purposes hereof, the term “Restrictive Period” means the period beginning on the date on which the Executive’s employment is terminated by the Company or the Executive for any reason and ending on the first anniversary of such date; provided, however, if the Executive is eligible for the compensation described in Section 8(c), “Restrictive Period” shall mean the period beginning on the date on which the Executive’s employment is terminated by the Company or the Executive for any reason and ending on the second anniversary of such date

Section # Termination of Employment.

“Restricted Period” means any time during Executive’s employment with the Company, as well as two (2) years from Executive’s Date of Termination.