WITNESSETH:

any person or combination of persons (other than Vion or any affiliate thereof) acquires 50% or more of the outstanding voting securities of the Company;

property or assets (i) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) utilized by the Company as at the end of the Company's most recently completed financial year or (ii) which during the Company's most recently completed financial year generated, or during the then current financial year of the Company are expected to generate, more than 50% of the consolidated operating income of the Company, are sold or otherwise transferred to any other person or persons (other than Vion or one or more of its affiliates); or

the Company is merged or consolidated with another entity or undergoes any other corporate transaction, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not stockholders of the Company (or affiliates of such stockholders) immediately prior to such merger, consolidation or other reorganization.

The Employee shall be entitled to receive, and the Company shall pay to the Employee, in addition to all entitlements and amounts due and owing for services rendered through the date of termination, a lump sum cash amount, less applicable withholding deductions, equal to (i) the aggregate of twenty-four (24) months' base salary at the date of termination (but no less than the salary in effect at the time of the Change of Control), plus (ii) the Employee's target payout of his short and long term bonus for the 24-month period after such date of termination (but no less than the target in effect at the time of the Change of Control), and paid within sixty (60) days of the date of the Employee's termination from employment. In addition, Employee shall be entitled to receive, and the Company shall pay to the Employee, a pro-rata portion of the Employee's short and long term bonuses for the year of termination, which amount shall be determined in the sole discretion of the Company's Board of Directors exercising good faith in accordance with the terms of the short and long term bonus plan in effect at the time of termination and paid at the same time as the Company pays its bonuses to management generally under such plans.

The Employee shall continue to receive, and the Company shall continue to provide or cause to be provided to the Employee, until (i) the end of the twelve (12) month period immediately following the date of termination, or (ii) the date on which the Employee becomes eligible for group medical benefits with a new employer, whichever occurs first, group medical, dental and vision benefits, as in existence immediately prior to the termination, or as subsequently modified for continuing management employees. The coverage provided under this paragraph (b) shall run concurrently with and be offset by any continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), provided that the cost to the Employee shall not exceed the cost in place immediately prior to the termination. The Employee shall not be entitled to continued coverage under any other benefit plans of the Company. However, in lieu of the Employee's continued participation in the Company's group disability, life and accident insurance plans, the Company shall make a lump sum payment to the Employee in an amount equal to the greater of two (2) times the annualized cost of such group disability, life and accident insurance that the Company had paid for such coverages during the year in which the termination occurs and $10,000, which amount shall be paid

The Employee shall be entitled to participate in an outplacement counseling program of the Company's choice during the twelve (12) month period following the date of termination at a cost to the Company not to exceed 10% of the Employee's base salary at the date of termination. In lieu of the foregoing, the Company shall have the right to implement an omnibus outplacement counseling program for such twelve (12) month period in which all members of the Company's management team may participate.

Notwithstanding anything to the contrary contained in the 2012 Retention Incentive Plan for Banner Companies (the "Retention Plan"), the Employee shall be entitled to receive the Second Payment (as such term is defined in the Retention Plan) in the event of the Employee's termination of employment for Good Reason prior to payment of the Second Payment. Such payment shall be made at the same time as such payments are made to other Participants in the Retention Plan pursuant to its terms.

In the event of the Employee's material breach of any of the restrictive covenants to which he is bound (which are incorporated herein by reference), including without limitation, the obligations described in Sections 7 and 8 of the Employment Agreement, the Company's obligation to make the payments and provide the benefits described in Section 3 under this Agreement (the "Severance Benefits") shall cease; and the Company will be entitled to recoup any payments and the cost of such benefits already provided to the Employee, in addition to any other remedies available to the Company.

It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended, (the "Code") (including Treasury regulations and other published guidance related thereto) so as not to subject the Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code.The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Employee. Notwithstanding the foregoing, the Company makes no representation or warranty and shall have no liability to the Employee or to any other person if any of the provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A, but that do not satisfy an exemption from, or the conditions of, that section. Notwithstanding any other provisions of this Agreement, any payment of the Severance Benefits that is "nonqualified deferred compensation" under Section 409A of the Code and that the Company reasonably determines is subject to Section 409A(a)(2)(B)(i) of the Code because the Employee is

No payment will be made hereunder to Employee if such payment would constitute a "parachute payment" within the meaning of Sections 280G and 4999 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), unless the shareholders of the Company have approved the payment in accordance with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the corresponding Treasury Regulations promulgated thereunder.