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Separation from Service or the Executive is entitled to severance compensation and benefits under this Section 9(b) pursuant to the
provisions of Section 9(c), the Executive shall be entitled to receive from the Company: (1) the Executive ’ s accrued, but unpaid, Base
Salary through the date of termination of employment, payable in accordance with the Company ’ s normal payroll practices and any
vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law, and (2)
conditioned upon the Executive executing a Release within the Release Consideration Period and delivering it to the Company with the
Release Revocation Period expired without revocation, and in full satisfaction of the Executive ’ s rights and any benefits the Executive
might be entitled to under the Separation Plan and this Agreement and any requirements of the Worker Adjustment and Retraining
Notification Act or similar law, unless otherwise specified herein:
(i) periodic payments equal to his Base Salary in effect prior to the termination of his employment, which
payments shall be paid to the Executive in equal installments on the regular payroll dates under the Company ’ s payroll
practices applicable to the Executive on the date of this Agreement for the Payment Period, except that if the Executive is a
Specified Employee, with respect to any amount payable by reason of the Separation from Service that constitutes deferred
compensation within the meaning of Code Section 409A, such installments shall not commence until after the end of the six
continuous month period following the date of the Executive ’ s Separation from Service, in which case, the Executive shall be
paid a lump - sum cash payment equal to the aggregate amount of missed installments during such period on the first day of the
seventh month following the date of the Executive ’ s Separation from Service;
(ii) (A) receive a pro rata payment of the Bonus Award for the portion of the Company ’ s current fiscal year
prior to the date of termination of his employment; (B) receive a pro rata payment of the Capped Bonus Award for the
portion of the Company ’ s current fiscal year following the date of termination of his employment; (C) receive for the next fiscal
year following the fiscal year during which his termination of employment occurs, the Capped Bonus Award, or if his Payment
Period ends during such fiscal year, a pro rata portion of the Capped Bonus Award; and (D) if his Payment Period ends in the
second year following the fiscal year during which the Executive ’ s termination of employment occurs, receive payment of a
pro rata portion of the Capped Bonus Award for such fiscal year; provided , however , that to the extent the Executive ’ s
employment is terminated for Good Reason due to a reduction of the Executive ’ s Target Bonus, in accordance with Section
29(x)(ii), the Executive ’ s Target Bonus for the purposes of this Section 9(b)(ii) shall be the Executive ’ s Target Bonus
immediately prior to such reduction; and provided, further , that any pro rata payment shall be determined based on the
methodology for determining pro rated awards under the STIP and each such payment shall be payable in accordance with
the provisions of the STIP in the calendar year in which the Bonus Award or each Capped Bonus Award, as applicable, is
determined, and in all events, not later than December 31
st
of the year in which each such award is determined;
Hallock Employment Agreement Page 5 of 25