Common use of Severance Benefit Clause in Contracts

Severance Benefit. If, during the term of this Agreement, either, (a) a Change of Control occurs and within the time period commencing twelve (12) months preceding the date of such Change of Control and terminating thirty-six (36) months following the date of such Change of Control, the Executive's employment with the Company and its subsidiaries is terminated by the Company other than for Cause or on account of the Executive's death, Permanent Disability or Retirement (a "Type A Termination"); or (b) a Change of Control occurs and within a period of two (2) years from the date of such Change of Control, the Executive resigns for Good Reason (a "Type B Termination"), then the Company shall pay to the Executive a severance payment (the "Severance Payment") in an amount equal to the aggregate value of: (I) an amount equal to the product of 2.9 multiplied by the total of the Executive's annual salary, inclusive of any elective deferrals made by the Executive to the Company's 401(k) Plan, if any, for the year in which termination occurs (the "Termination Year"); (II) an amount equal to any employer matching contributions the Company would have otherwise made on the Executive's behalf to the Company's 401(k) Plan during the twelve (12) months following the Executive's date of termination, had the Executive employment and/or the amounts contributed thereto by the Company on the Executive's behalf not been reduced or terminated, and assuming Executive made elective deferrals to the maximum extent permitted by Section 402(g) of the Internal Revenue Code of 1986, as amended (the "Code") plus an amount equal to any non-vested matching contributions under the Company's 401(k) Plan which are otherwise forfeited by the Executive; and (III) an amount equal to Executive's earned or target bonus, whichever is greater, for the Termination Year multiplied by the portion of the Termination Year during which the Executive was employed by the Company. The Severance Payment shall be payable in a single lump sum which shall be paid within thirty (30) days of the termination of employment or resignation. If an Executive is eligible to receive the Severance Payment, in addition to the Severance Payment, the Company shall provide health, disability and life insurance in accordance with the plans maintained by the Company for executives for a period of one (1) year from the date of termination of the Executive's employment, provided that health, disability and life insurance benefits shall cease if Executive becomes employed during such period and receives similar benefits in connection with such employment. Furthermore, the Company shall provide the Executive, upon either a Type A Termination or Type B Termination, as described in the above paragraph, with the option to assume the lease, subject to approval by the lessor, of the automobile on which the Company has been making payments, prior to such termination for the benefit of the Executive.

Severance Benefit. If, a. In the event of any termination of the Employee's employment hereunder at any time during the term of this Agreement, either, (a) 24-month period immediately following a Change of in Control occurs and within (x) by the time period commencing twelve Employee for Good Reason, or (12y) months preceding the date of such Change of Control and terminating thirty-six (36) months following the date of such Change of Control, the Executive's employment with the Company and its subsidiaries is terminated by the Company for any reason other than for Cause or on account of the Executive's deathCause, Permanent Disability or Retirement (a "Type A Termination"); or (b) a Change of Control occurs and then, within a period of two (2) years from the date of 5 business days after any such Change of Controltermination, the Executive resigns for Good Reason (a "Type B Termination"), then the Company shall pay to the Executive Employee or the estate of the Employee as severance pay, a severance payment lump sum cash amount equal to three times the Employee's "base amount" as defined and deter- mined under section 280G of the Internal Revenue Code of 1986, as amended (the "Severance PaymentCode"), less one dollar ("2.99 times the base amount"). b. For a period of 24 months (commencing with the month in which termination of employment as de- scribed in paragraph 3a above shall have occurred), the Employee shall be entitled to all benefits under the Company's welfare benefit plans as if the Employee were still employed during such period, at the same level of benefits as existed immediately prior to the Change in Control, and if and to the extent that such benefits shall not be payable or provided under any such plan, the Company shall pay or provide such benefits on an individ- ual basis. The benefits provided in accordance with this paragraph 3b shall be secondary to any comparable bene- fits provided by another employer. c. From and after the occurrence of a Change in Control (as defined in the Officers' Supplemen- tal Retirement Plan of Orange and Rockland Utilities, Inc. as Amended and Restated (the "SERP")), notwithstand- ing any provision of the SERP to the contrary, (i) in an amount the Benefit Formula Percentage applicable to the Employee under the SERP shall be deemed to be the greater of (a) the Benefit Formula Percentage determined under the SERP and (b) 40% and (ii) for purposes of Section 2(8) of the SERP, the Employee shall be treated as having completed a number of years of Service equal to the aggregate value of: greater of (Ia) an amount equal the number of years of Service determined under the SERP and (b) 10. d. Notwithstanding anything else herein to the product of 2.9 multiplied by the total of the Executive's annual salarycontrary, inclusive of any elective deferrals made by the Executive to the Company's 401(k) Planextent that the Employee is entitled to receive severance payments from another Company severance plan, arrangement or program, the pay- ments to be made pursuant to paragraph 3a hereof shall be correspondingly reduced before implementation of para- graph e below, and, if anynecessary, for the year in which termination occurs (Employee shall make an appropriate refund to the "Termination Year"); (II) an amount equal Employer without interest. e. If Independent Tax Counsel shall determine that the aggregate payments made to the Employ- ee pursuant to paragraphs 3a, b and c above and any employer matching contributions other payments to the Employee from the Company would have otherwise made on the Executive's behalf to the Company's 401(k) Plan during the twelve (12) months following the Executive's date of termination, had the Executive employment and/or the amounts contributed thereto by the Company on the Executive's behalf not been reduced or terminated, and assuming Executive made elective deferrals to the maximum extent permitted by Section 402(g) which consti- tute "parachute payments" as defined in section 280G of the Internal Revenue Code of 1986, as amended (the "Code") plus (or any successor thereto) ("Parachute Payments") would be subject to the excise tax imposed by section 4999 of the Code (the "Excise Tax"), then the lump sum cash payment payable to the Employee under paragraph 3a above shall be reduced to an amount equal and to the extent necessary so that such payment would not be subject to the Excise Tax. Notwithstanding the preceding sentence, in the event of a Change in Control that occurs prior to January 1, 2000, the Employee shall be entitled to all payments under paragraphs 3a, b and c above and any non-vested matching contributions other Parachute Payments unless the total of such payments, after giving effect to the Excise Tax, is less than the amount to which the Employee would have been entitled under the Company's 401(k) Plan which are otherwise forfeited preceding sentence. For purposes of this para- graph 3e, "Independent Tax Counsel" shall mean a lawyer with expertise in the area of executive compensation tax law, who shall be selected by the Executive; Employee and (III) an amount equal shall be reasonably acceptable to Executive's earned or target bonusthe Company, whichever is greater, for the Termination Year multiplied by the portion of the Termination Year during which the Executive was employed and whose fees and disbursements shall be paid by the Company. The Severance Payment f. If it is established pursuant to a final determination of a court or a final Internal Reve- nue Service proceeding that, notwithstanding the good faith of the Employee and the Company in applying the terms of this Agreement, any part of the aggregate pay- ments paid to the Employee under this Agreement consti- tutes an "excess parachute payment" for purposes of sections 280G and 4999 of the Code, then the amount equal to the excess shall be payable deemed for all purposes to be a loan from the Company to the Employee made on the date of receipt. The Employee shall have an obligation to repay such loan to the Company within six months of demand, together with interest thereon at the lowest applicable Federal rate (as defined in a single lump sum which shall be paid within thirty (30section 1274(d) days of the termination Code) from the date of employment or resignationthe Employee's receipt until the date of such repayment. If an Executive it is eligible to receive determined for any reason that the Severance Payment, amount described in addition to the Severance Paymentparagraph a or b above in incor- rectly calculated or reduced, the Company shall provide healthpay to the Employee the increased amount, disability and life insurance in accordance with the plans maintained by the Company for executives for a period of one (1) year from the date of termination of the Executive's employmentif any, provided that healthnecessary so that, disability and life insurance benefits shall cease if Executive becomes employed during after such period and receives similar benefits in connection with such employment. Furthermorean adjustment, the Company Employee shall provide have received or be entitled to receive the Executive, upon either a Type A Termination or Type B Termination, as described in the above paragraph, with the option to assume the lease, subject to approval by the lessor, of the automobile on which the Company has been making payments, prior to maximum payments that he may receive without any such termination for the benefit of the Executivepayment constituting an "excess parachute payment." 4.

Severance Benefit. If, during the term of this Agreement, either, (a) a Change of Control occurs and within If (i) the time period commencing twelve Bank or Parent Corp. terminates this Agreement without "Cause" (12) months preceding the date of such Change of Control and terminating thirty-six (36) months following the date of such Change of Control, the Executive's employment with the Company and its subsidiaries is terminated by the Company other than for Cause or on account of the Executive's death, Permanent Disability retirement or Retirement (a "Type A TerminationDisability"); ) or (bii) the Executive voluntarily terminates his employment with six (6) months following the occurrence of a Change of Control occurs and within a period of two (2) years from the date of such Change of Control, the Executive resigns for Good Reason (a "Type B Termination"), then will be entitled to receive in full satisfaction of the Company shall pay Bank's and Parent Corp.'s obligations to the Executive under this Agreement (A) all accrued salary and benefits through the effective date of such termination; (B) a severance payment (the "Severance Payment") in an amount benefit equal to the aggregate value of: sum of (Ix) an amount equal to the product of 2.9 multiplied by the total of thirty-six (36) months pay at Executive's then current base salary payable either in a single lump sum or, at the Executive's option, over thirty-six (36) month period in accordance with the Bank's regular payroll cycle and (y) three times the most recent annual salary, inclusive of any elective deferrals made bonus received by Executive from the Bank or the Parent Corp.; and (C) all benefits then owed to Executive under all employee benefit plans maintained by the Executive Bank and/or the Parent Corp.. In addition, all stock options granted to the CompanyExecutive by the Bank and/or the Parent Corp. shall be fully exercisable, except to the extent that the acceleration of vesting thereunder will materially adversely affect the accounting treatment applicable to any Change of Control. In addition, Executive shall continue to receive paid coverage (subject to his payment of the same share of the premium cost as is paid by other Bank employees) under the Bank's 401(k) Plangroup health insurance plan (as such plan may be modified from time to time), if anyin accordance with Executive's coverage elections in effect immediately prior to his termination of employment, for a period commencing at the year in which termination occurs of his employment and ending at the earlier of (the "Termination Year"); (IIi) an amount equal to any employer matching contributions the Company would have otherwise made on the Executive's behalf to the Company's 401(k) Plan during the twelve (12) months following thereafter; or (ii) the date on which Executive obtains coverage under another employer's group health plan, in which case Executive's date of terminationparticipation in the Bank's plan will terminate. Thereafter, had the Executive employment and/or shall have whatever rights are available to him under the amounts contributed thereto by the Company on the Executive's behalf not been reduced or terminated, and assuming Executive made elective deferrals to the maximum extent permitted by Section 402(g) Consolidation Omnibus Budget Reconciliation Act of the Internal Revenue Code of 19861985, as amended (the "CodeCOBRA") plus an amount equal to any non-vested matching contributions under the Company's 401(k) Plan which are otherwise forfeited by the Executive; and (III) an amount equal to Executive's earned or target bonus, whichever is greater, for the Termination Year multiplied by the portion of the Termination Year during which the Executive was employed by the Company. The Severance Payment shall be payable in a single lump sum which shall be paid within thirty (30) days of the termination of employment or resignation. If an Executive is eligible to receive the Severance Payment, in addition to the Severance Payment, the Company shall provide health, disability and life insurance in accordance with the plans maintained by the Company for executives for a period of one (1) year from the date of termination of the Executive's employment, provided that health, disability and life insurance benefits shall cease if Executive becomes employed during such period and receives similar benefits in connection with such employment. Furthermore, the Company shall provide the Executive, upon either a Type A Termination or Type B Termination, as described in the above paragraph, with the option to assume the lease, subject to approval by the lessor, of the automobile on which the Company has been making payments, prior to such termination for the benefit of the Executive).

Severance Benefit. If, during the term of this Agreement, either, (a) a Change Subject to the provisions of Control occurs subparagraphs (c) and within (d) below, in the time period commencing twelve event that (12i) months preceding the date of such Change of Control and terminating thirty-six (36) months following the date of such Change of Control, the ExecutiveEmployee's employment with the Company and its subsidiaries is terminated by the Company other than for Cause pursuant to subparagraph 8(d) or by the Employee pursuant to subparagraph 8(e) above, or (ii) the Employment Term terminates on account the fifth anniversary of the Executive's deathdate hereof and the Company elects, Permanent Disability or Retirement by written notice (a the "Type A TerminationExtension Notice"); or (b) a Change of Control occurs given to the Employee not less than ten days prior to such date, to make the payments and within a period of two (2) years from to provide the date of such Change of Control, the Executive resigns for Good Reason (a "Type B Termination"benefits described in this subparagraph 9(a), then the Company shall pay to the Executive a severance payment (the "Severance Payment") in an amount equal to the aggregate value of: (I) an amount equal to the product of 2.9 multiplied by the total of the Executive's annual salary, inclusive of any elective deferrals made by the Executive to the Company's 401(k) Plan, if any, for the year in which termination occurs (the "Termination Year"); (II) an amount equal to any employer matching contributions the Company would have otherwise made on the Executive's behalf to the Company's 401(k) Plan during the twelve (12) months following the Executive's date of termination, had the Executive employment and/or the amounts contributed thereto by the Company on the Executive's behalf not been reduced or terminated, and assuming Executive made elective deferrals to the maximum extent permitted by Section 402(g) of the Internal Revenue Code of 1986, as amended (the "Code") plus an amount equal to any non-vested matching contributions under the Company's 401(k) Plan which are otherwise forfeited by the Executive; and (III) an amount equal to Executive's earned or target bonus, whichever is greater, for the Termination Year multiplied by the portion of the Termination Year during which the Executive was employed by the Company. The Severance Payment shall be payable in a single lump sum which shall be paid within thirty (30) days of the termination of employment or resignation. If an Executive is eligible to receive the Severance Payment, in addition to the Severance Payment, the Company shall provide health, disability and life insurance in accordance with the plans maintained by the Company for executives each month for a period of one year commencing on the date of such termination or expiration of the Employment Term the Company shall (A) pay to the Employee, as severance pay or liquidated damages or both, (x) the Employee's monthly Salary determined as of the date the Employee's employment so ceases plus (y) one-twelfth (1/12) of the Employee's Pro Rata Bonus (as hereinafter defined), if any, in each case in equal semi-monthly installments, on the first and fifteenth day of each month, and (B) continue to provide the Employee with (x) medical and health plan coverage, (y) life or other similar insurance plan coverage (assuming such coverage is available at rates comparable to those in effect prior to the termination or expiration of the Employment Term) and (z) disability insurance coverage, all at the benefit levels in effect for the Employee and his family as of the date the Employee's employment so ceases. As used in this subparagraph 9(a), the term "Pro Rata Bonus" shall mean the amount, if any, obtained by (1) calculating the amount of Bonus, if any, that would be payable to the Employee pursuant to subparagraph 4(c) hereof with respect to the fiscal year in which the Employment Term terminates or expires the operating profit achieved for the period from the beginning of such fiscal year through the last day of the calendar month ending closest to the date of such termination or expiration is annualized and treated for the purposes of this subparagraph 9(a) as the operating profit achieved for such fiscal year, and (2) multiplying such amount by a fraction, the numerator of which consists of the Executive's employment, provided that health, disability and life insurance benefits shall cease if Executive becomes employed during number of days in such period and receives similar benefits in connection with such employment. Furthermore, fiscal year prior to the Company shall provide the Executive, upon either a Type A Termination termination or Type B Termination, as described in the above paragraph, with the option to assume the lease, subject to approval by the lessor, expiration of the automobile on Employment Term, and the denominator of which the Company has been making payments, prior to such termination for the benefit of the Executiveis 365.

Severance Benefit. If, during a. If the term of this Agreement, either, (a) a Change of Control occurs and within the time period commencing twelve (12) months preceding the date of such Change of Control and terminating thirty-six (36) months following the date of such Change of Control, the Executive's Officer?s employment with the Company and its subsidiaries is shall be terminated by the Company other than for without Cause or on account of (as defined below) and the Executive's deathOfficer executes, Permanent Disability or Retirement (a "Type A Termination"); or (b) a Change of Control occurs and within a period of two (2) years from the date of such Change of Controldoes not revoke, the Executive resigns for Good Reason Company?s then current standard separation and release agreement (a "Type B Termination"the ?Release?), then the Company shall pay to the Executive Officer a severance lump sum cash payment equal in value to the Officer?s annual base salary, as in effect immediately prior to the Officer?s termination date, (the "?Severance Payment") Benefit?); provided, however, that the Severance Benefit shall not be payable if the Officer?s employment shall be terminated during such Officer?s Employment Period (as defined in an amount equal to the aggregate value of: (I) an amount equal to the product that certain Change of 2.9 multiplied by the total Control Agreement, dated as of the Executive's annual salarydate hereof, inclusive of any elective deferrals made by between the Executive to Company and the Company's 401(k) Plan, if any, for the year in which termination occurs Officer (the "Termination Year"?Change of Control Agreement?); (II) an amount equal ). During the Employment Period, the Change of Control Agreement shall supercede this Agreement in its entirety. Unless the payment is required to any employer matching contributions the Company would have otherwise made on the Executive's behalf be delayed pursuant to the Company's 401(k) Plan during the twelve (12) months following the Executive's date of terminationSection 4b below, had the Executive employment and/or the amounts contributed thereto by the Company on the Executive's behalf not been reduced or terminated, and assuming Executive made elective deferrals to the maximum extent permitted by Section 402(g) of the Internal Revenue Code of 1986, as amended (the "Code") plus an amount equal to any non-vested matching contributions under the Company's 401(k) Plan which are otherwise forfeited by the Executive; and (III) an amount equal to Executive's earned or target bonus, whichever is greater, for the Termination Year multiplied by the portion of the Termination Year during which the Executive was employed by the Company. The such Severance Payment shall be payable in a single lump sum which Benefit shall be paid to the Officer within thirty sixty (3060) days of following the Officer?s termination of employment or resignation. If an Executive is eligible to receive the Severance Payment, in addition to the Severance Payment, the Company shall provide health, disability and life insurance in accordance with the plans maintained by the Company for executives for a period of one (1) year from the date of termination of the Executive's employmentdate, provided that health, disability and life insurance benefits shall cease if Executive becomes employed the Officer executes the Release during such the sixty (60) day period and receives similar benefits the revocation period for the Release has expired without revocation by Executive. b. For the purposes of this Agreement, ?Cause? shall mean (i) the continued failure of the Officer to perform substantially his duties with the Company (other than any such failure resulting from the Officer?s incapacity due to physical or mental illness), (ii) any act by the Officer of illegality, dishonesty or fraud in connection with such the Officer?s employment. Furthermore, (iii) the willful engaging by the Officer in gross misconduct which is demonstrably and materially injurious to the Company shall provide or its affiliates, (iv) the ExecutiveOfficer?s conviction of or pleading guilty or no contest to a felony, upon either or (v) a Type A Termination or Type B Termination, as described in the above paragraph, with the option to assume the lease, subject to approval by the lessor, violation of the automobile on which the Company has been making payments, prior to such termination for the benefit of the ExecutiveSection 2 hereof. 2.

Severance Benefit. If, a. In the event of any termination of the Employee's employment hereunder at any time during the term of this Agreement, either, (a) 24-month period immediately following a Change of in Control occurs and within (x) by the time period commencing twelve Employee for Good Reason, or (12y) months preceding the date of such Change of Control and terminating thirty-six (36) months following the date of such Change of Control, the Executive's employment with the Company and its subsidiaries is terminated by the Company for any reason other than for Cause or on account of the Executive's deathCause, Permanent Disability or Retirement (a "Type A Termination"); or (b) a Change of Control occurs and then, within a period of two (2) years from the date of 5 business days after any such Change of Controltermination, the Executive resigns for Good Reason (a "Type B Termination"), then the Company shall pay to the Executive Employee or the estate of the Employee as severance pay, a severance payment lump sum cash amount equal to three times the Employee's "base amount" as defined and deter- mined under section 280G of the Internal Revenue Code of 1986, as amended (the "Severance PaymentCode") ), less one dollar ("2.99 times the base amount"). b. For a period of 24 months (commencing with the month in an amount equal which termination of employment as de- scribed in paragraph 3a above shall have occurred), the Employee shall be entitled to the aggregate value of: (I) an amount equal to the product of 2.9 multiplied by the total of the Executive's annual salary, inclusive of any elective deferrals made by the Executive to all benefits under the Company's 401(k) Planwelfare benefit plans as if the Employee were still employed during such period, at the same level of benefits as existed immediately prior to the Change in Control, and if anyand to the extent that such benefits shall not be payable or provided under any such plan, for the year Company shall pay or provide such benefits on an individ- ual basis. The benefits provided in which termination occurs accordance with this paragraph 3b shall be secondary to any comparable bene- fits provided by another employer. c. From and after the occurrence of a Change in Control (as defined in the Officers' Supplemen- tal Retirement Plan of Orange and Rockland Utilities, Inc. as Amended and Restated (the "Termination YearSERP"); ), notwithstand- ing any provision of the SERP to the contrary, (IIi) the Benefit Formula Percentage applicable to the Employee under the SERP shall be deemed to be 70% and (ii) the Employee shall be treated as having completed 20 years of Service for purposes of Section 2(8) of the SERP. Not- withstanding any provision of the SERP to the contrary, upon the termination of the Employee's employment by the Employee for Good Reason (as defined in the SERP) or by the Company, in either case at any time following the occurrence of a Change in Control (as defined in the SERP), the Employee shall be deemed to have satisfied all of the requirements for a Normal Retirement Allowance pursuant to Section 6(D) of the SERP and the Employee shall, accordingly, be entitled to commence receipt of such Normal Retirement Allowance, without reduction on account of his age, immediately following such termina- tion of employment. d. Notwithstanding anything else herein to the contrary, to the extent that the Employee is entitled to receive severance payments from another Company severance plan, arrangement or program, the pay- ments to be made pursuant to paragraph 3a hereof shall be correspondingly reduced before implementation of para- graph e below, and, if necessary, the Employee shall make an amount equal appropriate refund to the Employer without interest. e. If Independent Tax Counsel shall determine that the aggregate payments made to the Employ- ee pursuant to paragraphs 3a, b and c above and any employer matching contributions other payments to the Employee from the Company would have otherwise made on the Executive's behalf to the Company's 401(k) Plan during the twelve (12) months following the Executive's date of termination, had the Executive employment and/or the amounts contributed thereto by the Company on the Executive's behalf not been reduced or terminated, and assuming Executive made elective deferrals to the maximum extent permitted by Section 402(g) which consti- tute "parachute payments" as defined in section 280G of the Internal Revenue Code of 1986, as amended (the "Code") plus (or any successor thereto) ("Parachute Payments") would be subject to the excise tax imposed by section 4999 of the Code (the "Excise Tax"), then the lump sum cash payment payable to the Employee under paragraph 3a above shall be reduced to an amount equal and to the extent necessary so that such payment would not be subject to the Excise Tax. Notwithstanding the preceding sentence, in the event of a Change in Control that occurs prior to January 1, 1999, the Employee shall be entitled to all payments under paragraphs 3a, b and c above and any non-vested matching contributions other Parachute Payments unless the total of such payments, after giving effect to the Excise Tax, is less than the amount to which the Employee would have been entitled under the Company's 401(k) Plan which are otherwise forfeited preceding sentence. For purposes of this para- graph 3e, "Independent Tax Counsel" shall mean a lawyer with expertise in the area of executive compensation tax law, who shall be selected by the Executive; Employee and (III) an amount equal shall be reasonably acceptable to Executive's earned or target bonusthe Company, whichever is greater, for the Termination Year multiplied by the portion of the Termination Year during which the Executive was employed and whose fees and disbursements shall be paid by the Company. The Severance Payment f. If it is established pursuant to a final determination of a court or a final Internal Reve- nue Service proceeding that, notwithstanding the good faith of the Employee and the Company in applying the terms of this Agreement, any part of the aggregate pay- ments paid to the Employee under this Agreement consti- tutes an "excess parachute payment" for purposes of sections 280G and 4999 of the Code, then the amount equal to the excess shall be payable deemed for all purposes to be a loan from the Company to the Employee made on the date of receipt. The Employee shall have an obligation to repay such loan to the Company within six months of demand, together with interest thereon at the lowest applicable Federal rate (as defined in a single lump sum which shall be paid within thirty (30section 1274(d) days of the termination Code) from the date of employment or resignationthe Employee's receipt until the date of such repayment. If an Executive it is eligible to receive determined for any reason that the Severance Payment, amount described in addition to the Severance Paymentparagraph a or b above in incor- rectly calculated or reduced, the Company shall provide healthpay to the Employee the increased amount, disability and life insurance in accordance with the plans maintained by the Company for executives for a period of one (1) year from the date of termination of the Executive's employmentif any, provided that healthnecessary so that, disability and life insurance benefits shall cease if Executive becomes employed during after such period and receives similar benefits in connection with such employment. Furthermorean adjustment, the Company Employee shall provide have received or be entitled to receive the Executive, upon either a Type A Termination or Type B Termination, as described in the above paragraph, with the option to assume the lease, subject to approval by the lessor, of the automobile on which the Company has been making payments, prior to maximum payments that he may receive without any such termination for the benefit of the Executivepayment constituting an "excess parachute payment." 4.

Severance Benefit. If, during the term of this Agreement, either, (a) a Change of Control occurs occurs, and (b) within the time a two-year period commencing twelve (12) months preceding the date of such Change of Control and terminating thirty-six (36) months following from the date of such Change of Control, either: (i) the Executive's employment with the Company and its subsidiaries is terminated by the Company other than for Cause or on account of the Executive's death, Permanent Disability or Retirement (a "Type A Termination")Retirement; or (bii) a Change of Control occurs and within a period of two (2) years from the date of such Change of Control, the Executive resigns for Good Reason (a "Type B Termination")Reason, then the Company shall pay to the Executive a severance payment (the "Severance Payment") Payment in an amount amount, (net of excise taxes, if any) equal to the aggregate value ofto: (I) an amount equal to the product of 2.9 multiplied by the total of the Executive's annual salary, inclusive of any elective deferrals made by the Executive to the Company's 401(k) Plan, plus the target bonus, if any, for the year in which termination occurs (the "Termination Year")occurs; and (II) an amount equal to any employer matching contributions the Company would have otherwise made on the Executive's behalf to the Company's 401(k) Plan during the twelve (12) 12 months following the Executive's date of termination, had the Executive Executive's employment and/or the amounts contributed thereto by the Company on the Executive's behalf not been reduced or terminated, and assuming Executive made elective deferrals to the maximum extent permitted by Section 402(g) of the Internal Revenue Code of 1986, as amended (the "Code") plus PLUS an amount equal to any non-vested matching contributions under the Company's 401(k) Plan which are otherwise forfeited by the Executive; and (III) an amount equal to Executive's earned or target bonus, whichever is greater, for the Termination Year multiplied by the portion of the Termination Year during which the Executive was employed by the Company. The Severance Payment shall be payable in a single lump sum which shall be paid within thirty (30) 30 days of the termination of employment or resignation. If an Executive is eligible to receive the Severance Payment, in In addition to the Severance Payment, the Company shall provide health, disability and life insurance in accordance with the plans maintained by the Company for executives for a period of one (1) year from the date of termination of the Executive's employment, provided that health, disability and life insurance benefits shall cease if Executive becomes employed during such period and receives similar benefits in connection with such employment. Furthermore, the Company shall provide the Executive, upon either a Type A Termination or Type B Termination, as described in the above paragraph, with the option to assume the lease, subject to approval by the lessor, of the automobile on which the Company has been making payments, prior to such termination for the benefit of the Executive.

Severance Benefit. If, during the term of this Agreement, either, (a) a Change of Control occurs occurs, and (b) within the time a two-year period commencing twelve (12) months preceding the date of such Change of Control and terminating thirty-six (36) months following from the date of such Change of Control, either: (i) the Executive's employment with the Company and its subsidiaries is terminated by the Company other than for Cause or on account of the Executive's death, Permanent Disability or Retirement (a "Type A Termination")Retirement; or (bii) a Change of Control occurs and within a period of two (2) years from the date of such Change of Control, the Executive resigns for Good Reason (a "Type B Termination")Reason, then the Company shall pay to the Executive a severance payment (the "Severance Payment") Payment in an amount amount, (net of excise taxes, if any) equal to the aggregate value ofto: (I) an amount equal to the product of 2.9 multiplied by one and one-half (1-1/2) times the total of the Executive's annual salary, inclusive of any elective deferrals made by the Executive to the Company's 401(k) Plan, plus the target bonus, if any, for the year in which termination occurs (the "Termination Year")occurs; and (II) an amount equal to any employer matching contributions the Company would have otherwise made on the Executive's behalf to the Company's 401(k) Plan during the twelve (12) 12 months following the Executive's date of termination, had the Executive Executive's employment and/or the amounts contributed thereto by the Company on the Executive's behalf not been reduced or terminated, and assuming Executive made elective deferrals to the maximum extent permitted by Section 402(g) of the Internal Revenue Code of 1986, as amended (the "Code") plus PLUS an amount equal to any non-vested matching contributions under the Company's 401(k) Plan which are otherwise forfeited by the Executive; and (III) an amount equal to Executive's earned or target bonus, whichever is greater, for the Termination Year multiplied by the portion of the Termination Year during which the Executive was employed by the Company. The Severance Payment shall be payable in a single lump sum which shall be paid within thirty (30) 30 days of the termination of employment or resignation. If an Executive is eligible to receive the Severance Payment, in In addition to the Severance Payment, the Company shall provide health, disability and life insurance in accordance with the plans maintained by the Company for executives for a period of one and one-half (1-1/2) year years from the date of termination of the Executive's employment, provided that health, disability and life insurance benefits shall cease if Executive becomes employed during such period and receives similar benefits in connection with such employment. Furthermore, the Company shall provide the Executive, upon either a Type A Termination or Type B Termination, as described in the above paragraph, with the option to assume the lease, subject to approval by the lessor, of the automobile on which the Company has been making payments, prior to such termination for the benefit of the Executive.