Common use of Additional Benefits Upon Qualifying Termination Clause in Contracts

Additional Benefits Upon Qualifying Termination. If the Employment Period terminates prior to its scheduled expiration date, as extended if applicable, for a reason set forth in Section 5(a), the Executive (or the Executive's executor, administrator or other legal representative, as the case may be) shall be entitled to receive the following additional benefits: (i) within 30 days after the amount in question is reasonably determinable, annual incentive compensation for the calendar year in which such termination shall have occurred, prorated through the date of such termination based on actual results of operations for such full calendar year; and (ii) if the Qualifying Termination is for any reason other than death or Disability: (1) each stock option granted to the Executive by the Company on or after the Effective Date then held by the Executive shall on the date of such termination be 100% vested; (2) for a period of two years commencing on the day immediately following the date of termination of the employment of the Executive (the "Severance Period"), the Executive shall be entitled to receive (A) base salary, at the rate payable as of the date of such termination, payable in accordance with the Company's normal payroll policies and (B) within 30 days after the amount in question is reasonably determinable, annual incentive compensation at the higher of (x) the rate payable to the Executive for the calendar year in which such termination shall have occurred or (y) the average of the rates payable to the Executive for the three calendar years (or if the Executive shall have participated in the Company's Executive Compensation Program for fewer than three calendar years, for such lesser number of calendar years) immediately preceding the year in which such termination shall have occurred; (3) during the Severance Period, the Executive shall be entitled to participate in life insurance, medical and dental benefits on terms no less favorable than on the termination date, subject to legal restrictions and to modifications of general application to all similarly situated employees; and

Additional Benefits Upon Qualifying Termination. If the Employment Period terminates prior to its scheduled expiration date, as extended if applicable, for a reason set forth in Section 5(a), the Executive (or the Executive's executor, administrator or other legal representative, as the case may be) shall be entitled to receive the following additional benefits: : (i) within 30 days after the amount in question is reasonably determinable, annual incentive compensation for the calendar year in which such termination shall have occurred, prorated through the date of such termination based on actual results of operations for such full calendar year; and and (ii) if the Qualifying Termination is for any reason other than death or Disability: : (1) each all stock option options and restricted stock granted to the Executive by the Company on or after the Effective Date then held by the Executive shall on the date of such termination be 100% vested; ; (2) subject to the last two sentences of this Section 6(b), for a period equal to the greater of two years the then remaining scheduled term of the Employment Period or 18 months (the "Severance Period"), commencing on the day immediately following the date of termination of the employment of the Executive (the "Severance Period")Executive, the Executive shall be entitled to receive (A) base salary, at the annual rate payable in effect as of the date of such terminationtermination (or, in the event the Executive has terminated his employment due to the happening of the event set forth in Section 5(a)(iv)(2) above, at the annual rate in effect immediately prior to the salary reduction for which the Executive terminated his employment), payable in accordance with the Company's normal payroll policies and (B) within 30 days after the amount in question is reasonably determinable, annual incentive compensation at the higher rate of 50% of annual base salary at the annual rate in effect as of the date of such termination (x) or, in the rate payable event the Executive has terminated his employment due to the Executive for the calendar year in which such termination shall have occurred or (y) the average happening of the rates payable event set forth in Section 5(a)(iv)(2) above, at the annual rate in effect immediately prior to the Executive salary reduction for the three calendar years (or if which the Executive shall have participated in the Company's Executive Compensation Program for fewer than three calendar years, for such lesser number of calendar years) immediately preceding the year in which such termination shall have occurredterminated his employment),; and (3) subject to the last two sentences of this Section 6(b), during the Severance Period, the Executive shall be entitled to participate in life insurance, medical and dental benefits on terms no less favorable to the Executive than those in effect on the termination date, subject to legal restrictions imposed by applicable statute and regulation and to modifications of general application to all similarly situated employeesactive executives of the Company; and (iii) each stock option granted to the Executive by the Company on or after the Effective Date then held by the Executive shall be exercisable (to the extent it is vested at the date of termination or to the extent it becomes vested in accordance with subparagraph (ii)(1) above) by the Executive or the Executive's executor, administrator or other legal representative, as the case may be, for up to three years after the date of termination, but in no case beyond a date 10 years following the date of grant of such option. As a condition to the receipt of the severance benefits described in subparagraphs (ii)(2) and (ii)(3) above, the Company reserves the right in accordance with the standard Company severance policy to require the Executive to sign a standard separation agreement (the "Separation Agreement"), containing a general release of claims. The Separation Agreement shall be in the form attached hereto as Exhibit A, with only such changes thereto as may be required by statute or regulation to make such Separation Agreement fully valid and enforceable in accordance with its terms.

Additional Benefits Upon Qualifying Termination. If the Employment Period terminates prior to its scheduled expiration date, after the occurrence of a Qualifying Termination (as extended if applicable, for a reason set forth defined in Section 5(a4(a)), the Executive (or the Executive's executor, administrator or other legal representative, as the case may be) shall be entitled to receive the following additional benefits: : (i) within 30 days after the amount in question is reasonably determinable, annual incentive compensation for the calendar year in which such termination shall have occurred, prorated through the date of such termination based on actual results of operations for such full calendar year; and and (ii) if the Qualifying Termination is for any reason other than death or Disability: : (1) each all stock option options and restricted stock granted to the Executive by the Company on or after the Effective Date then held by the Executive shall on the date of such termination be 100% vested; ; (2) subject to the last sentence of this Section 5(b), for a period of two years 24 months commencing on the day immediately following the date of termination of the employment of the Executive (the "Severance Period"), the Executive shall be entitled to receive (A) base salary, at the rate payable as of the date of such termination, payable in accordance with the Company's normal payroll policies and (B) within 30 days after the amount in question is reasonably determinable, annual incentive compensation at the higher rate of (x) the rate payable to the Executive for the calendar year in which such termination shall have occurred or (y) the average 50% of the rates payable to the Executive for the three calendar years (or if the Executive shall have participated in the Company's Executive Compensation Program for fewer than three calendar years, for such lesser number of calendar years) immediately preceding the year in which such termination shall have occurredbase salary; and (3) subject to the last sentence of this Section 5(b), during the Severance Period, the Executive shall be entitled to participate in life insurance, medical and dental benefits on terms no less favorable than on the termination date, subject to legal restrictions and to modifications of general application to all similarly situated employees; and (iii) each stock option granted to the Executive by the Company on or after the Effective Date then held by the Executive shall be exercisable to the extent it is vested at the date of termination by the Executive or the Executive's executor, administrator or other legal representative, as the case may be, for up to three years after the date of termination, but in no case beyond a date 10 years following the date of grant of such option. As a condition to the receipt of the severance benefits described in subparagraphs (ii)(2) and (ii)(3) above, the Company reserves the right in accordance with the standard Company severance policy to require the Executive to sign a standard separation agreement, containing a general release of claims.

Additional Benefits Upon Qualifying Termination. If the Employment Period terminates prior to its scheduled expiration date, after the occurrence of a Qualifying Termination (as extended if applicable, for a reason set forth defined in Section 5(a4(a)), the Executive (or the Executive's executor, administrator or other legal representative, as the case may be) shall be entitled to receive the following additional benefits: : (i) within 30 days after the amount in question is reasonably determinable, annual incentive compensation for the calendar year in which such termination shall have occurred, prorated through the date of such termination based on actual results of operations for such full calendar year; and ; (ii) if the Qualifying Termination is for any reason other than death or Disability: : (A) subject to the last sentence of this Section 5(b), for a period equal to the greater of (1) each stock option granted to the Executive by remainder of the Company on Initial Term or after the Effective Date then held by the Executive shall on the date of such termination be 100% vested; (2) for a period of two years 18 months, commencing on the day immediately following the date of termination of the employment of the Executive (any such period during which severance is required to be paid being the "Severance Period"), the Executive shall be entitled to receive (A) base salary, at the rate payable as of the date of such termination, payable in accordance with the Company's normal payroll policies and policies; (B) within 30 days after the amount in question is reasonably determinable, annual incentive compensation at the higher of (x) the rate payable all stock options granted to the Executive by True North on or after the Effective Date that are unvested on the date of his Qualifying Termination but would have vested within the Severance Period, shall become fully vested as of such date and may be exercised for the calendar year period set forth in which such termination shall have occurred or (y) and in accordance with the average other terms and conditions of the rates payable relevant grant agreement for such stock options; and (C) subject to the Executive for the three calendar years (or if the Executive shall have participated in the Company's Executive Compensation Program for fewer than three calendar yearslast sentence of this Section 5(b), for such lesser number of calendar years) immediately preceding the year in which such termination shall have occurred; (3) during the Severance Period, the Executive shall be entitled to participate in life insurance, medical and dental benefits on terms no less favorable than on the termination date, subject to legal restrictions and to modifications of general application to all similarly situated employees; and (iii) all unvested stock options shall be treated in accordance with the terms of the underlying stock option agreements. As a condition to the receipt of the severance benefits described in subparagraph (ii) above, the Company reserves the right in accordance with the standard Company severance policy to require the Executive to sign a standard separation agreement, containing a general release of claims.

Additional Benefits Upon Qualifying Termination. If the Employment Period terminates prior to its scheduled expiration date, as extended if applicable, for upon the occurrence of a reason set forth in Section 5(a)Qualifying Termination, the Executive (or the Executive's executor, administrator or other legal representative, as the case may be) shall be entitled to receive the following additional benefits: : (i) within Within 30 days after the amount in question is reasonably determinable, annual incentive compensation for the calendar year in which such termination shall have occurred, prorated through the date of such termination based on actual results of operations for such full calendar year; and . (ii) if If the Qualifying Termination is for any reason other than death or Disability: : (1A) each all equity-based awards subject to vesting requirements (including stock option granted to the Executive by the Company on or after the Effective Date options and restricted stock) then held by the Executive shall on the date of such termination be 100% vested; and (2B) for a period of two three years commencing on the day immediately following the date of termination of the employment of the Executive (the "Severance Period")Executive, the Executive he shall be entitled to receive (A1) an amount equal to the Executive's base salary, at the rate payable as of the date of such termination, payable in accordance with the Company's normal payroll policies and (B2) within 30 days after the amount in question is reasonably determinable, annual incentive compensation at the higher of (x) the rate amount payable to the Executive for the calendar year in which such termination shall have occurred or (y) the average of the rates amounts payable to the Executive for the three calendar years (or if the Executive shall have participated in the Company's Executive Compensation Program for fewer than three calendar years, for such lesser number of calendar years) immediately preceding the year in which such termination shall have occurred; occurred (3) during this three-year severance payment period, in which the Executive is receiving all the benefits provided in this Section 5, being hereinafter referred to as the "Severance Period, "). (iii) Each stock option granted to the Executive by the Company then held by the Executive shall be exercisable (to the extent it is vested at the date of termination or to the extent it becomes vested in accordance with subparagraph (ii)(A) above) by the Executive or the Executive's executor, administrator or other legal representative, as the case may be, for up to three years after the date of termination, but in no case beyond a date 10 years following the date of grant of such option. (iv) Immediately following the expiration of the Severance Period (or immediately following the Executive's termination of employment, in the case of Disability or death), the Executive, or his executor, administrator or other legal representative, as the case may be, shall be entitled to participate in life insurancecompensation and benefits payable under the DPTEA Program, medical with all age and dental benefits on terms no less favorable than on the termination date, subject service requirements deemed to legal restrictions have been satisfied and to modifications assuming 30 years of general application to all similarly situated employees; andcredited service.

Additional Benefits Upon Qualifying Termination. If the Employment Period terminates prior to its scheduled expiration date, as extended if applicable, for a reason set forth in Section 5(a4(a), the Executive (or the Executive's executor, administrator or other legal representative, as the case may be) shall be entitled to receive the following additional benefits: : (i) within 30 days after the amount in question is reasonably determinable, annual incentive compensation VIC and VISO for the calendar year in which such termination shall have occurred, prorated through the date of such termination based on actual results of operations for such full calendar year; and ; (ii) all vested and unvested amounts, if any, including all credited interest, in the Executive's DVIC account (such payments shall be made under the terms of the Executive's DVIC agreement; provided that, if the Qualifying Termination is for any reason other than death or Disability, such payments shall commence at the conclusion of the Severance Period); (iii) if the Qualifying Termination is for any reason other than death or Disability: : (1) each stock option granted to the Executive by the Company on or after the Effective Date then held by the Executive shall on the date of such termination be 100% vested; ; (2) for a period of two three years commencing on the day immediately following the date of termination of the employment of the Executive (the "Severance Period"), the Executive shall be entitled to receive (A) base salary, at the rate payable as of on the date of such termination, payable in accordance with the Company's normal payroll policies and (B) within 30 days after the amount in question is reasonably determinable, annual incentive compensation VIC and VISO at the higher of (x) the rate payable to the Executive for the calendar year in which such termination shall have occurred or (y) the average of the rates payable to the Executive for the three calendar years (or if the Executive shall have participated in been employed by the Company's Executive Compensation Program Company for fewer than three calendar years, for such lesser number of calendar years) immediately preceding the year in which such termination shall have occurred; ; (3) during the Severance Period, the Executive shall be entitled to participate in life insurance, medical and dental benefits and other Employee Benefits on terms no less favorable than on the termination date, subject to legal restrictions and to modifications of general application to all similarly situated employees; and (4) immediately following the expiration of the Severance Period, the Executive shall be entitled to compensation and benefits payable under the Directors Part-Time Employment Agreement, with all age and service requirements deemed to have been satisfied (service credit under the Directors Part-Time Employment Agreement shall be calculated as if the Executive were a director of the Company and shall include the Severance Period); and (iv) provided that this Section 5(b)(iv) does not conflict with the terms of the stock option grant, each stock option granted to the Executive by the Company then held by the Executive shall be exercisable to the extent it is vested at the date of termination by the Executive or the Executive's executor, administrator or other legal representative, as the case may be, for up to three years after the date of termination, but in no case beyond a date 10 years following the date of grant of such option.

Additional Benefits Upon Qualifying Termination. If the Employment Period terminates prior to its scheduled expiration date, as extended if applicable, for a reason set forth in Section 5(a), the Executive (or the Executive's executor, administrator or other legal representative, as the case may be) shall be entitled to receive the following additional benefits: : (i) within 30 days after the amount in question is reasonably determinable, annual incentive compensation for the calendar year in which such termination shall have occurred, prorated through the date of such termination based on actual results of operations for such full calendar year; and and (ii) if the Qualifying Termination is for any reason other than death or Disability: : (1) each stock option granted to the Executive by the Company on or after the Effective Date then held by the Executive shall on the date of such termination be 100% vested; ; (2) for a period of two three years commencing on the day immediately following the date of termination of the employment of the Executive (the "Severance Period"), the Executive shall be entitled to receive (A) base salary, at the rate payable as of the date of such termination, payable in accordance with the Company's normal payroll policies and (B) within 30 days after the amount in question is reasonably determinable, annual incentive compensation at the higher of (x) the rate payable to the Executive for the calendar year in which such termination shall have occurred or (y) the average of the rates payable to the Executive for the three calendar years (or if the Executive shall have participated in the Company's Executive Compensation Program for fewer than three calendar years, for such lesser number of calendar years) immediately preceding the year in which such termination shall have occurred; ; (3) during the Severance Period, the Executive shall be entitled to participate in life insurance, medical and dental benefits on terms no less favorable than on the termination date, subject to legal restrictions and to modifications of general application to all similarly situated employees; and (4) for a period of two years beginning on the day immediately following the conclusion of the Severance Period, the Executive shall receive the annual Consulting Period benefit described in Section 4(c) above, with all vesting requirements deemed to be satisfied; (iii) if the Qualifying Termination is due to the Executive's Disability, for the five-year period beginning on the day immediately following the effective date of the Executive's termination of employment, the Executive shall receive the then vested portion of the annual Consulting Period benefit described in Section 4(c) above; and (iv) each stock option granted to the Executive by the Company on or after the Effective Date then held by the Executive shall be exercisable to the extent it is vested at the date of termination by the Executive or the Executive's executor, administrator or other legal representative, as the case may be, for up to three years after the date of termination, but in no case beyond a date 10 years following the date of grant of such option.

Additional Benefits Upon Qualifying Termination. If the Employment Period terminates prior to its scheduled March 31, 2004 (or any mutually agreed- upon extended expiration date, as extended if applicable, of the Employment Period) for a reason set forth in Section 5(a), the Executive (or the Executive's executor, administrator or other legal representative, as the case may be) shall be entitled to receive the following additional benefits: : (i) within 30 days after the amount in question is reasonably determinable, annual incentive compensation and stock options for the calendar year in which such termination shall have occurred, prorated through the date of such termination based on actual results of operations for such full calendar year; and ; (ii) if the Qualifying Termination is for any reason other than death or Disability: : (1) each stock option granted to the Executive by the Company on or after the Effective Date then held by the Executive shall on the date of such termination be 100% vested; ; (2) for a period the lesser of two years commencing on 30 months or the day immediately following the date of termination remainder of the employment scheduled term of the Executive (the "Severance Period"), the Executive shall be entitled to receive (A) base salary, at the rate payable as of the date of such termination, payable in accordance with the Company's normal payroll policies and (B) within 30 days after the amount in question is reasonably determinable, annual incentive compensation at the higher of (x) the rate payable to the Executive for the calendar year in which such termination shall have occurred or (y) the average of the rates payable to the Executive for the three calendar years (or if the Executive shall have participated in the Company's Executive Compensation Program for fewer than three calendar years, for such lesser number of calendar years) immediately preceding the year in which such termination shall have occurred; (3) during the Severance Employment Period, the Executive shall be entitled to participate receive annual base salary at the rate in life insurance, medical and dental benefits on terms no less favorable than on effect as of the termination dateof the Executive's employment; provided that (A) any agreed-upon reduction in the Executive's base salary during the Employment Period shall not be taken into account for purposes of determining the base salary to be paid to the Executive under this subparagraph (2), and (B) the Company shall pay this benefit in one lump sum (without discount) within 90 days after the Executive's termination of employment, and (3) for the four-year period immediately following the Executive's termination of employment, he shall become a consultant to the Company under Section 4 above, with the corresponding benefits described in that Section; (iii) if the Qualifying Termination is due to the Executive's death or Disability, the Executive or the Executive's executor, administrator or other legal representative, as the case may be, shall receive the consulting benefits described in Section 4(c) above for the four-year Consulting Period; subject in the event of Disability to legal restrictions and to modifications of general application to all similarly situated employeesthe same conditions that would apply under Section 4(d) upon Disability during the Consulting Period; and (iv) if the Qualifying Termination is due to the Executive's death, in addition to the consulting benefits described in Section 4(c) above, for the six-month period immediately following the Executive's death, the Executive's executor or administrator shall receive the Executive's base salary at the rate in effect at the time of the Executive's death.

Additional Benefits Upon Qualifying Termination. If the Employment Period terminates prior to its scheduled expiration date, after the occurrence of a Qualifying Termination (as extended if applicable, for a reason set forth defined in Section 5(a4(a)), the Executive (or the Executive's executor, administrator or other legal representative, as the case may be) shall be entitled to receive the following additional benefits: benefits (which shall not be subject to mitigation): (i) within 30 days after the amount in question is reasonably determinable, annual incentive compensation for the calendar year in which such termination shall have occurred, prorated through the date of such termination based on actual results of operations for such full calendar year; and and (ii) if the Qualifying Termination is for any reason other than death or Disability: disability: (1) each all stock option options granted to the Executive by the Company on or after the Effective Date then held by the Executive shall on the date of such termination be 100% vested; , and (2) all stock options granted to the Executive by the Company prior to the Effective Date shall continue to be subject to any accelerated vesting provisions as applied to such stock options immediately prior to the Effective Date, including such provisions that are based on the terms of the BJK&E Agreement; (B) subject to the last sentence of this Section 5(b), for a period of two years 36 months commencing on the day immediately following the date of termination of the employment of the Executive (the "Severance Period"), the Executive shall be entitled to receive (A) base salary, at the rate payable as of the date of such termination, payable in accordance with the Company's normal payroll policies and (B) within 30 days after the amount in question is reasonably determinable, annual incentive compensation at the higher annual rate of $668,385; and (xC) the rate payable subject to the Executive for the calendar year in which such termination shall have occurred or (y) the average last sentence of the rates payable to the Executive for the three calendar years (or if the Executive shall have participated in the Company's Executive Compensation Program for fewer than three calendar yearsthis Section 5(b), for such lesser number of calendar years) immediately preceding the year in which such termination shall have occurred; (3) during the Severance Period, the Executive shall be entitled to participate in life insurance, medical and dental benefits on terms no less favorable than on the termination date, subject to legal restrictions and to modifications of general application to all similarly situated active employees; and (A) each stock option granted to the Executive by the Company after the Effective Date then held by the Executive shall be exercisable to the extent it is vested at the date of termination by the Executive or the Executive's executor, administrator or other legal representative, as the case may be, for up to three years after the date of termination, but in no case beyond the stated expiration date of such option, and (B) each stock option granted to the Executive by the Company prior to the Effective Date shall continue to be subject to any post-termination exercisability provisions as applied to such stock option immediately prior to the Effective Date, including such provisions that are based on the terms of the BJK&E Agreement. As a condition to the receipt of the severance benefits described in subparagraphs (ii)(B) and (ii)(C) above, the Company reserves the right in accordance with the standard Company severance policy to require the Executive to sign a standard separation agreement, containing a general release of claims.

Additional Benefits Upon Qualifying Termination. If the Employment Period terminates prior to its scheduled expiration date, after the occurrence of a Qualifying Termination (as extended if applicable, for a reason set forth defined in Section 5(a4(a)), the Executive (or the Executive's executor, administrator or other legal representative, as the case may be) shall be entitled to receive the following additional benefits: : (i) within 30 days after the amount in question is reasonably determinable, annual incentive compensation for the calendar year in which such termination shall have occurred, prorated through the date of such termination based on actual results of operations for such full calendar year; and and (ii) if the Qualifying Termination is for any reason other than death or Disability: : (1A) each all stock option options and restricted stock granted to the Executive by the Company on or after the Effective Date then held by the Executive shall on the date of such termination be 100% vested; ; (2B) subject to the last sentence of this Section 5(b), for a period of two years 24 months commencing on the day immediately following the date of termination of the employment of the Executive (the "Severance Period"), the Executive shall be entitled to receive (A1) base salary, at the rate payable as of the date of such termination, payable in accordance with the Company's normal payroll policies and (B2) within 30 days after the amount in question is reasonably determinable, annual incentive compensation at the higher rate of 50% of base salary; and (xC) the rate payable subject to the Executive for the calendar year in which such termination shall have occurred or (y) the average last sentence of the rates payable to the Executive for the three calendar years (or if the Executive shall have participated in the Company's Executive Compensation Program for fewer than three calendar yearsthis Section 5(b), for such lesser number of calendar years) immediately preceding the year in which such termination shall have occurred; (3) during the Severance Period, the Executive shall be entitled to participate in life insurance, medical and dental benefits on terms no less favorable than on the termination date, subject to legal restrictions and to modifications of general application to all similarly situated employees; and (iii) each stock option granted to the Executive by the Company on or after the Effective Date then held by the Executive shall be exercisable to the extent it is vested at the date of termination by the Executive or the Executive's executor, administrator or other legal representative, as the case may be, for up to three years after the date of termination, but in no case beyond a date 10 years following the date of grant of such option. As a condition to the receipt of the severance benefits described in subparagraphs (ii)(B) and (ii)(C) above, the Company reserves the right in accordance with the standard Company severance policy to require the Executive to sign a standard separation agreement, containing a general release of claims.

Additional Benefits Upon Qualifying Termination. If the Employment Period terminates prior to its scheduled expiration date, as extended if applicable, for a reason set forth in Section 5(a), Section 4(a) the Executive (or the Executive's executor, administrator or other legal representative, as the case may be) shall be entitled to receive the following additional benefits: : (i) within 30 days after the amount in question is reasonably determinable, annual incentive compensation VIC and VISO for the calendar year in which such termination shall have occurred, prorated through the date of such termination based on actual results of operations for such full calendar year; and ; (ii) all vested and unvested amounts, if any, including all credited interest, in the Executive's DVIC account (such payments shall be made under the terms of the Executive's DVIC agreement; provided that, if the Qualifying Termination is for any reason other than death or Disability, such payments shall commence at the conclusion of the Severance Period); (iii) if the Qualifying Termination is for any reason other than death or Disability: : (1) each stock option granted to the Executive by the Company on or after the Effective Date then held by the Executive shall on the date of such termination be 100% vested; ; (2) for a period of two three years commencing on the day immediately following the date of termination of the employment of the Executive (the "Severance Period"), the Executive shall be entitled to receive (A) base salary, at the rate payable as of on the date of such termination, payable in accordance with the Company's normal payroll policies and (B) within 30 days after the amount in question is reasonably determinable, annual incentive compensation VIC and VISO at the higher of (x) the rate payable to the Executive for the calendar year in which such termination shall have occurred or (y) the average of the rates payable to the Executive for the three calendar years (or if the Executive shall have participated in been employed by the Company's Executive Compensation Program Company for fewer than three calendar years, for such lesser number of calendar years) immediately preceding the year in which such termination shall have occurred; ; (3) during the Severance Period, the Executive shall be entitled to participate in life insurance, medical and dental benefits and other Employee Benefits on terms no less favorable than on the termination date, subject to legal restrictions and to modifications of general application to all similarly situated employees; and (4) immediately following the expiration of the Severance Period, the Executive shall be entitled to compensation and benefits payable under the Directors Part- Time Employment Agreement, with all age and service requirements deemed to have been satisfied (service credit under the Directors Part-Time Employment Agreement shall be calculated as if the Executive were a director of the Company and shall include the Severance Period); and (iv) provided that this Section 5(b)(iv) does not conflict with the terms of the stock option grant, each stock option granted to the Executive by the Company then held by the Executive shall be exercisable to the extent it is vested at the date of termination by the Executive or the Executive's executor, administrator or other legal representative, as the case may be, for up to three years after the date of termination, but in no case beyond a date 10 years following the date of grant of such option.

Additional Benefits Upon Qualifying Termination. If the Employment Period terminates prior to its scheduled expiration date, as extended if applicable, for a reason set forth in Section 5(a4(a), the Executive (or the Executive's executor, administrator or other legal representative, as the case may be) shall be entitled to receive the following additional benefits: : (i) within 30 days after the amount in question is reasonably determinable, annual incentive compensation and stock options for the calendar year in which such termination shall have occurred, prorated through the date of such termination based on actual results of operations for such full calendar year; and ; (ii) if the Qualifying Termination is for any reason other than death or Disability: : (1) each stock option granted to the Executive by the Company on or after the Effective Date then held by the Executive shall on the date of such termination be 100% vested; ; (2) for a period of two three years commencing on the day immediately following the date of termination of the employment of the Executive (the "Severance Period"), the Executive shall be entitled to receive (A) base salary, at the rate payable as of on the date of such termination, payable in accordance with the Company's normal payroll policies and (B) within 30 days after the amount in question is reasonably determinable, annual incentive compensation at the higher of (x) the rate payable to the Executive for the calendar year in which such termination shall have occurred or (y) the average of the rates payable to the Executive for the three calendar years (or if the Executive shall have participated in the Company's Executive Compensation Program for fewer than three calendar years, for such lesser number of calendar years) immediately preceding the year in which such termination shall have occurred; and (3) during the Severance Period, the Executive shall be entitled to participate in life insurance, medical and dental benefits and other Employee Benefits on terms no less favorable than on the termination date, subject to legal restrictions and to modifications of general application to all similarly situated employees; and (iii) provided that this Section 5(b)(iii) does not conflict with the terms of the stock option grant, each stock option granted to the Executive by the Company then held by the Executive shall be exercisable to the extent it is vested at the date of termination by the Executive or the Executive's executor, administrator or other legal representative, as the case may be, for up to three years after the date of termination, but in no case beyond a date 10 years following the date of grant of such option.

Additional Benefits Upon Qualifying Termination. If the Employment Period terminates prior to its scheduled expiration date, as extended if applicable, for a reason set forth in Section 5(a4(a), the Executive (or the Executive's executor, administrator or other legal representative, as the case may be) shall be entitled to receive the following additional benefits: : (i) within 30 days after the amount in question is reasonably determinable, annual incentive compensation for the calendar year in which such termination shall have occurred, prorated through the date of such termination based on actual results of operations for such full calendar year; and and (ii) if the Qualifying Termination is for any reason other than death or Disability: : (1A) each all stock option options and restricted stock granted to the Executive by the Company on or after the Effective Date then held by the Executive shall on the date of such termination be 100% vested; vested (2this is independent of any similar rights provided pursuant to stock option and restricted stock agreements entered into prior to the Effective Date); (B) subject to the last sentence of this Section 5(b), for a period of two years 24 months commencing on the day immediately following the date of termination of the employment of the Executive (the "Severance Period"), the Executive shall be entitled to receive (A1) base salary, at the rate payable as of the date of such termination, payable and (2) an annual bonus at the rate of 50% of base salary, with such salary and bonus to be paid evenly throughout the Severance Period in accordance with the Company's normal payroll policies and policies; and (BC) within 30 days after the amount in question is reasonably determinable, annual incentive compensation at the higher of (x) the rate payable subject to the Executive for the calendar year in which such termination shall have occurred or (y) the average last sentence of the rates payable to the Executive for the three calendar years (or if the Executive shall have participated in the Company's Executive Compensation Program for fewer than three calendar yearsthis Section 5(b), for such lesser number of calendar years) immediately preceding the year in which such termination shall have occurred; (3) during the Severance Period, the Executive shall be entitled to participate in life insurance, medical and dental benefits on terms no less favorable than on the termination date, subject to legal restrictions and to modifications of general application to all similarly situated employees; and (iii) each stock option granted to the Executive by the Company on or after the Effective Date then held by the Executive shall be exercisable to the extent it is vested at the date of termination by the Executive or the Executive's executor, administrator or other legal representative, as the case may be, for up to three years after the date of termination, but in no case beyond a date 10 years following the date of grant of such option (this is independent of any similar rights provided pursuant to stock option agreements entered into prior to the Effective Date). As a condition to the receipt of the severance benefits described in subparagraphs (ii)(B) and (ii)(C) above, the Company reserves the right in accordance with the standard Company severance policy to require the Executive to sign a standard separation agreement, containing a general release of claims. This separation agreement shall be in the form attached hereto as Exhibit A.