Except as specifically provided in this Agreement, the Executive agrees that he will not be entitled to any compensation for severance pay, pro ration of incentive compensation, or termination pay upon termination of his employment.

Without regard to any rules that limit the remuneration included in “wages” based on the nature of location of the employment of the services performed (such as the exception for agricultural labor in [section 3401(a)(2)] of the IRC); and

Total Compensation. Executive shall not receive any other compensation or benefits other than as provided in [Sections 4.01 through 4.06] hereof.

Upon termination of employment prior to the expiration of the Employment Period for any reason, other than for Cause, as defined below, and subject to the provisions of [Section 11(d)(3)], the Executive shall be entitled to: # payment of the unpaid remainder of his annual Salary according to [Section 4]; # reimbursement of any and all expenses payable pursuant to [Section 8]; # compensation for any accrued but unused vacation time through the termination date in accordance with Company policy; and # all Share Awards earned and vested prior to termination.

Cash Severance Compensation. Notwithstanding anything to the contrary elsewhere in this Agreement, Executive shall be entitled to receive a dollar amount equal to the sum of Executive’s then current base salary plus the average of the annual performance bonus (consisting of both cash and other incentive compensation, but excluding the Company match of any deferred compensation) provided to her with respect to the three (3) fiscal years of the Company immediately preceding the fiscal year of termination, for the greater of two (2) years or the period of time remaining in the Term. This element of Severance Compensation shall be payable in equal installments on the normal pay dates following Executive’s separation from service with the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (such Section and regulations are sometimes referred to in this Agreement as “[Section 409A]”). If, as of the date of the Executive’s separation from service, stock of the Company or a holding company or other parent entity with respect to the Company is publicly traded on an established securities market or otherwise, and if necessary to comply with Section 409A, payments otherwise due during the six (6)-month period following her separation from service shall be suspended and paid in a lump sum upon completion of such six (6)-month period, at which time the balance of the payments shall commence in installments as described in the preceding sentence. Payments shall be subject to deduction for such tax withholdings as Company may be obligated to make;

Severance Compensation Independent. Company’s obligation to pay Severance Compensation is conditioned on Executive’s compliance with [Sections 6, 7, 8 and 9]9]9]9] of this Agreement and Company shall not be obligated to pay such Severance Compensation in the event of any breach by Executive of such sections.

Total Compensation / Full Settlement. The Parties agree that this Agreement is in full and complete settlement of the rights and obligations of the Parties in connection with the Litigation. This Agreement may be pleaded as a defense to any action, suit or claim and may be used as a basis for an injunction against any such action, suit, claim, or other proceeding of any type which may be prosecuted, initiated or attempted in violation of the terms hereof. A prevailing Party is entitled to recover from the other adverse Party its reasonable attorneys’ fees and other related legal expenses incurred in defending against any suit, action or claim brought or attempted by the other Party in violation of the terms of this Agreement.

Total Facility. Subject to all of the terms and conditions of this Agreement, Lenders severally agree to make available a total credit facility of up to the Total Credit Facility for Borrowers’ use from time to time during the term of this Agreement. The Total Credit Facility shall be composed of a revolving line of credit consisting of Revolving Loans and Letters of Credit up to the Availability, as described in [Section 2.2].

Severance. Executive shall be entitled to “Severance”, which shall mean that Executive shall have the right to receive the following:

Severance. If Executive's employment is terminated pursuant to a Qualifying Termination, Executive will receive an amount equal to twice the Base Salary plus twice the APP award target or other annual cash incentive target of Executive at the time of termination, payable in 24 substantially equal monthly installments (the “Severance Amount”). Executive's right to receive the Severance Amount is contingent upon Executive's continuing compliance with the provisions of [Sections 8, 9 and 10]0]0] of this Agreement and subject to the Executive having executed and delivered to the Company an effective release of any and all claims in such form as is reasonably acceptable to the Company. Executive will not be required to mitigate the amount of payments under this [Section 6], nor will any earnings that Executive may receive from any other source reduce any the Severance Amount. For purposes of this Agreement,