During the term of the Agreement, Mr. Nallen will be entitled to participate in (i) any stock option or purchase plan, or stock appreciation rights plan and (ii) any profit-sharing, pension, group medical, dental, disability and life insurance or other similar benefit plans and to receive a car allowance (collectively, the "Benefits").

Pursuant to the terms of the Agreement, if Mr. Nallen's employment is terminated by the Company for cause (as defined in the Agreement) or by Mr. Nallen without good reason, Mr. Nallen is entitled to receive (i) his base salary and Benefits through the date of termination, (ii) any Annual Bonus payable but not yet paid in respect of any fiscal year prior to the date of termination, (iii) a pro rata portion of the Annual Bonus that he would have earned for the fiscal year of termination had no termination occurred, calculated based solely on the Compensation Committee's assessment of Company financial and operational performance as compared to the target performance of the Company established in connection with the Annual Bonus, provided that any threshold criteria established by the Compensation Committee as a condition of the payment of the Annual Bonus is satisfied, (iv) with respect to PSU Bonus awards, provided that he was employed beyond the last day of the first fiscal year of the applicable performance period, the pro rata value of any award calculated at the end of the performance period based on the final number of PSUs he would have earned had no termination occurred and calculated based on the number of days he was employed by the Company during the performance period compared to the total number of days in such performance period and (v) with respect to other equity awards, any vesting, payment and other terms as provided for under the terms of the applicable plan documents.

In the case of disability, the Company shall continue to pay Mr. Nallen his base salary, Annual Bonus and Benefits until he returns to his duties or is terminated. Upon termination due to disability, Mr. Nallen shall receive, (i) any Annual Bonus payable but not yet paid in respect of any fiscal year prior to the date of termination, (ii) a pro rata portion of the Annual Bonus that he would have earned for the fiscal year of termination had no termination occurred, calculated based on the Target Bonus and the number of days he was employed by the Company in the fiscal year of termination compared to the total number of days in such fiscal year, (iii) with respect to PSU Bonus awards, provided that he was employed beyond the last day of the first fiscal year of the applicable performance period, the full value of any award calculated at the end of the performance period as if no termination had occurred (the "Full Value PSU Bonus") and (iv) with respect to other equity awards, any vesting, payment and other terms as provided for under the terms of the applicable plan documents.   

In the case of death, Mr. Nallen's spouse or legal representative of his estate is entitled to receive the payments listed above for a termination due to disability and, for a period of one year commencing with the date of termination, (i) his then current base salary, (ii) a minimum annual bonus equal to the average of the two immediately preceding Annual Bonuses paid to him or, if he has not received two Annual Bonuses pursuant to the Agreement, equal to the Target Bonus for the fiscal year of termination (the "Minimum Bonus"), and (iii) Benefits or payment on account of Benefits.

If Mr. Nallen's employment is terminated by the Company without cause or by Mr. Nallen for good reason, he is entitled to (i) his base salary and Benefits in the same manner as though he continued to be employed under the Agreement, (ii) any Annual Bonus payable but not yet paid in respect of any fiscal year prior to the date of termination, (iii) a Minimum Bonus to be paid for each remaining year of the Agreement, including for the year of termination, as though he continued to be employed, (iv) the Full Value PSU Bonus and (v) with respect to other equity awards, any vesting, payment and other terms as provided for under the terms of the applicable plan documents.