Common use of Additional Payments and Benefits Clause in Contracts

Additional Payments and Benefits. The Executive shall also be entitled to receive: (i) a lump-sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid base salary through the date of Separation from Service, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual incentive compensation plans, (C) the pro rata portion of 100% of the Executive’s then-current target bonus (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying Event, and (D) an amount equal to any accrued vacation pay, in each case in full satisfaction of the Executive’s rights thereto; (ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2); (iii) continued medical, dental, vision and life insurance coverage (excluding accident, death and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Termination, whichever is deemed to provide for more substantial benefits, during the Benefit Continuation Period; provided that the amount of benefits the Executive receives in any one year shall not affect the amount of benefits he may receive in any subsequent year; and (iv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable plan.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual the Company’s Executive incentive compensation plansaward program, (C) plus the pro rata portion of 100% the bonus to be paid for the year in which the date of the Executive’s then-current target bonus Termination occurs (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s rights thereto;, and (D) an amount, if any, equal to the value of the number of performance units that the Executive would have earned if the performance period for such performance units had ended on the date of the Change in Control or, if greater, the target number of performance units under the award. (ii) a lump-lump sum cash payment equal to the excess aggregate sum of (A) additional pension contributions in an amount equal to the Company’s contributions under the Company’s 401(k) plan, profit sharing or other savings pension plans (or such other qualified and nonqualified defined contribution pension plans as then in effect) for the three (3) year period following the date of Termination (the “Separation Period”) (based on assumed rates of Executive’s contributions at the level of participation in effect as of the last date Executive was permitted to participate); and (B) the difference between the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be is entitled to receive under the Supplemental Retirement Plans Company’s qualified and nonqualified defined benefit retirement programs in which the Executive is eligible to participate immediately prior to a participant calculated through the Qualifying Event, assuming that date of Termination and the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be entitled to receive under such Supplemental Retirement Plans absent retirement programs calculated after adding an additional five years of credit to age and service up to a maximum of age 65 as if the executive had been paid at the rate used to calculate the payments under Section 4(a), provided that the additional service and age credit credited pursuant credits added with respect to Sections 4(b)(ii)(A)(1) and (2);each retirement program shall not exceed five years when added to any additional credits already provided by the terms of the such programs in respect of the Termination covered hereby. (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive’s Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount end of benefits the Separation Period or (B) the commencement of comparable coverage by the Executive receives in any one year shall not with a subsequent employer; (iv) unless it would adversely affect the amount Company’s ability to use pooling of benefits he may receive interest accounting in a Change in Control transaction in which such accounting is intended to be used, immediate 100% vesting of all outstanding stock options, stock appreciation rights and restricted stock granted or issued by any subsequent yearEmployer to the extent not previously vested on or following the Change of Control; and (ivv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 15 business days after Executive’s date of Termination, provided, however, that such payment shall be made 30 days after Termination in the event that the Company requires the Executive to sign a release at the time of Termination. Discounted present value (i.e., lump sum value) for purposes of subsection (ii) above shall be calculated using a discount factor equal to one percentage point below the rate of interest, per annum, publicly announced by The Chase Manhattan Bank, N.A. as its prime rate in effect at its principal office in New York City, and using the actuarial factors set forth in the defined benefit retirement program.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s 's accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual the Company's Executive incentive compensation plansaward program, (C) plus the pro rata portion of 100% the bonus to be paid for the year in which the date of the Executive’s then-current target bonus Termination occurs (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s 's rights thereto;. (ii) a lump-lump sum cash payment equal to the excess aggregate sum of (A) additional pension contributions in an amount equal to the Company's contributions under the Company's 401(k) plan, profit sharing or other savings pension plans (or such other qualified and nonqualified defined contribution pension plans as then in effect) for the three (3) year period following the date of Termination (the "Separation Period") (based on assumed rates of Executive's contributions at the level of participation in effect as of the last date Executive was permitted to participate); and (B) the difference between the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be is entitled to receive under the Supplemental Retirement Plans Company's qualified and nonqualified defined benefit retirement programs in which the Executive is eligible to participate immediately prior to a participant calculated through the Qualifying Event, assuming that date of Termination and the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be entitled to receive under such Supplemental Retirement Plans absent retirement programs calculated after adding an additional five years of credit to age and service up to a maximum of age 65 as if the executive had been paid at the rate used to calculate the payments under Section 4(a), provided that the additional service and age credit credited pursuant credits added with respect to Sections 4(b)(ii)(A)(1) and (2);each retirement program shall not exceed five years when added to any additional credits already provided by the terms of the such programs in respect of the Termination covered hereby. (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s 's eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive's Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount end of benefits the Separation Period or (B) the commencement of comparable coverage by the Executive receives in any one year shall not with a subsequent employer; (iv) unless it would adversely affect the amount Company's ability to use pooling of benefits he may receive interest accounting in a Change in Control transaction in which such accounting is intended to be used, immediate 100% vesting of all outstanding stock options, stock appreciation rights and restricted stock granted or issued by any subsequent yearEmployer to the extent not previously vested on or following the Change of Control; and (ivv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above). A. as its prime rate in effect at its principal office in New York City, and using the actuarial factors set forth in the defined benefit retirement program.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s 's accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant Actual Bonus, PLUS an amount equal to any Company annual incentive compensation plansthe Executive's Actual Bonus, (C) the pro rata portion of 100% rated from January 1 of the Executive’s then-current target bonus (as previously established by the Compensation Committee) (the “Target Bonus”), calculated Termination Year through the date of the Qualifying EventTermination, and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s 's rights thereto;. (ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2); (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) and any fringe benefit or perquisites in effect immediately prior to the occurrence of the Change in Control ("Welfare Benefit Coverage") for the Executive and the Executive’s 's eligible dependents or, to the extent such coverage Welfare Benefit Coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive's Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount end of benefits the three-year period following the date of Termination or (B) the commencement of comparable coverage by the Executive receives in any one year shall not with a subsequent employer; (iii) unless it would adversely affect the amount Company's ability to use pooling of benefits he may receive interest accounting in a Change in Control transaction in which such accounting is intended to be used, immediate 100% vesting of all outstanding stock options, stock appreciation rights and restricted stock granted or issued by any subsequent yearEmployer to the extent not previously vested on or following the Change of Control; and (iv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable plan, which vested benefits shall include the Executive's otherwise unvested account balances in the Company's 401(k) plan, which shall be vested as of the date of Termination (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 10 business days after Executive's date of Termination.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s 's accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual the Company's Executive incentive compensation plansaward program, (C) plus the pro rata portion of 100% of the Executive’s then-current target bonus to be paid for the year in which the date of Termination occurs (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to any accrued vacation pay, in each case in full satisfaction of the Executive’s 's rights thereto;. (ii) a lump-lump sum cash payment equal to the excess aggregate sum of (A) additional pension contributions in an amount equal to the Company's contributions under the Company's 401(k) plan, profit sharing or other savings pension plans (or such other qualified and nonqualified defined contribution pension plans as then in effect) for the three (3) year period following the date of Termination (the "Separation Period") (based on assumed rates of Executive's contributions at the level of participation in effect as of the last date Executive was permitted to participate); and (B) the difference between the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be is entitled to receive under the Supplemental Retirement Plans Company's qualified and nonqualified defined benefit retirement programs in which the Executive is eligible to participate immediately prior to a participant calculated through the Qualifying Event, assuming that date of Termination and the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be entitled to receive under such Supplemental Retirement Plans absent retirement programs calculated after adding an additional five years of credit to age and service up to a maximum of age 65 as if the executive had been paid at the rate used to calculate the payments under Section 4(a), provided that the additional service and age credit credited pursuant credits added with respect to Sections 4(b)(ii)(A)(1) and (2);each retirement program shall not exceed five years when added to any additional credits already provided by the terms of such programs in respect of the Termination covered hereby. (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s 's eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive's Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount end of benefits the Separation Period or (B) the commencement of comparable coverage by the Executive receives in any one year shall not with a subsequent employer; (iv) unless it would adversely affect the amount Company's ability to use pooling of benefits he may receive interest accounting in a Change in Control transaction in which such accounting is intended to be used, immediate 100% vesting of all outstanding stock options, stock appreciation rights and restricted stock granted or issued by any subsequent yearEmployer to the extent not previously vested on or following the Change of Control; and (ivv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 15 business days after Executive's date of Termination. At the Company’s option, it may within the 15-day period either (x) make the payment to the Executive subject to the Executive’s obligation to promptly return the funds if the release required under Section 13 is revoked by the Executive as provided in the release or (y) deposit the funds with a third party escrow agent pursuant to customary arrangements where the only condition to release of the escrowed funds to the Executive is that the release has not been revoked by the Executive as provided in the release. Discounted present value (i.e., lump sum value) for purposes of subsection (ii) above shall be calculated using a discount factor equal to one percentage point below the rate of interest, per annum, publicly announced by The Chase Manhattan Bank, N.A. as its prime rate in effect at its principal office in New York City, and using the actuarial factors set forth in the defined benefit retirement program.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Separation from Servicetermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual the Company’s incentive compensation plansaward program, (C) plus the pro rata portion of 100% of the Executive’s then-current target bonus to be paid for the year in which the date of termination occurs (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying Eventtermination), and (DC) an amount amount, if any, equal to any accrued vacation pay, in each case in full satisfaction of the Executive’s rights thereto; (ii) a lump-lump sum cash payment equal to the excess aggregate sum of (A) additional pension contributions in an amount equal to the Company’s contributions under the Company’s 401(k) plan, profit sharing or other savings pension plans (or such other qualified and nonqualified defined contribution pension plans as then in effect) for the two (2) year period following the date of termination (the “Separation Period”) (based on assumed rates of Executive’s contributions at the level of participation in effect as of the last date Executive was permitted to participate); and (B) the difference between the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be is entitled to receive under the Supplemental Retirement Plans Company’s qualified and nonqualified defined benefit retirement programs in which the Executive is eligible to participate immediately prior to a participant calculated through the Qualifying Event, assuming that date of termination and the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be entitled to receive under such Supplemental Retirement Plans absent retirement programs calculated after adding an additional two years of credit to age and service up to a maximum of age 65 as if the Executive had been paid at the rate used to calculate the payments under Section 7(a), provided that the such credits shall not be added to any additional service credits already provided by the terms of any other Company programs in respect of the termination covered hereby and age credit credited pursuant Executive shall be entitled only to Sections 4(b)(ii)(A)(1the greater of the credits provided herein or those of any other program; discounted present value (i.e., lump sum value) shall be calculated using a discount factor equal to one percentage point below the rate of interest, per annum, publicly announced by The Chase Manhattan Bank, N.A. as its prime rate in effect at its principal office in New York City, and (2)using the actuarial factors set forth in the defined benefit retirement program; (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executivedependents, on the same basis as in effect immediately prior to the Change in Control or the Qualifying TerminationExecutive’s termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount end of benefits the Separation Period or (B) the commencement of comparable coverage by the Executive receives with a subsequent employer; provided, however, to the extent required, to effect the foregoing, the Company shall reimburse the Executive for the COBRA premiums paid by the Executive for the first six months following the Executive’s termination on or before the first business day of the eighth month following the Executive’s termination. The Company shall also pay the Executive’s COBRA premiums for a period commencing on the six-month anniversary of the date of the Executive’s termination through the end of the COBRA period. Subsequent to the COBRA period, the Company shall continue to provide, for a period of up to 18 months following the last day of the Executive’s COBRA period , the Executive (and the Executive’s eligible dependents, if applicable) with the same level of health insurance benefits upon substantially similar terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to the Executive’s termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change in any one year shall not Control). (iv) unless it would adversely affect the amount Company’s ability to use pooling of benefits he may receive interest accounting in a Change in Control transaction in which such accounting is intended to be used, immediate 100% vesting of all outstanding stock options, stock appreciation rights, performance awards and restricted stock granted or issued by any subsequent yearEmployer to the extent not previously vested on or following the Change of Control; and (ivv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 7(b)(i)(C), above).

Additional Payments and Benefits. The Executive shall also be entitled to receive: (i) a an immediate lump-sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid base salary through the date of Separation from Service, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual incentive compensation plans, and (C) the pro rata portion of 100% of the Executive’s then-current target bonus (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying Event, and (D) an amount equal to any accrued vacation pay, in each case in full satisfaction of the Executive’s rights thereto, payable in no event later than thirty (30) days following such termination of employment; (ii) a lump-sum cash payment equal to the pro rata portion of 100% of the Executive’s Bonus, calculated through the date of the Qualifying Event, (iii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(14(b)(iii)(A)(1) and (2); (iiiiv) continued medical, dental, dental and vision and life insurance coverage (excluding accident, death and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Termination, whichever is deemed to provide for more substantial benefits, during the Benefit Continuation Period; provided that the amount of benefits the Executive receives in any one year shall not affect the amount of benefits he may receive in any subsequent year; and (ivv) all other accrued or vested benefits and any compensation previously deferred deferred, payable in accordance with the terms of the applicable plan.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s 's accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company an Employer's annual incentive compensation plansplan, (C) the PLUS a pro rata portion of 100% of the Executive’s then-current target bonus Bonus (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount equal to any accrued but unpaid vacation pay, in each case in full satisfaction of the Executive’s rights thereto;; and (ii) a lump-lump sum cash payment equal to the excess amount of (A) the present value contributions to be made on behalf of the payments that Executive to the Executive would be entitled to receive under the Supplemental Retirement Plans qualified pension plans in which the Executive is eligible to participate participated immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes date of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with Termination in respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that three years following the Executive date of Termination (whether or not such contributions would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2have actually been made);; and (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s 's eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control Transaction or the Qualifying Executive's Termination, whichever is deemed to provide for more substantial benefits, during the Benefit Continuation Period; provided that the amount of benefits for the Executive receives in any one year shall not affect and the amount Executive's eligible dependents, for a period ending on the earlier of benefits he may receive in any (A) the end of the third anniversary of the date of the Executive's Termination and (B) the commencement of comparable coverage by the Executive with a subsequent yearemployer; and (iv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable plan. All lump sum payments under this Section 4 shall be paid within 30 days after the Executive's date of Termination. In determining the actuarial value of the payments under Section 4(b)(ii), above, the actuarial assumptions and methods used in the Employer's qualified pension plans shall be utilized. In the event that there is any issue concerning the application of such assumptions and methods, the Company shall in good faith make any reasonable determination or decision necessary to resolve such discrepancy. Any payment of additional benefits pursuant to Section 4(b)(ii) shall be paid from assets of the Company, not from assets of any pension plan.

Additional Payments and Benefits. The Executive shall also be entitled to receive: (i) a lump-sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid base salary through the date of Separation from Service, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual incentive compensation plans, (C) the pro rata portion of 100% of the Executive’s then-current target bonus (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying Event, and (D) an amount equal to any accrued vacation pay, in each case in full satisfaction of the Executive’s rights thereto; (ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2); (iii) continued medical, dental, vision and life insurance coverage (excluding accident, death and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Termination, whichever is deemed to provide for more substantial benefits, during the Benefit Continuation Period; in addition, the Executive and the Executive’s eligible dependents shall continue at all times to be eligible for benefits pursuant to the terms of the Company’s Key Employee Supplemental Medical Plan, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Termination, whichever is deemed to provide for more substantial benefits; provided that the amount of benefits the Executive receives in any one year shall not affect the amount of benefits he may receive in any subsequent year; and (iv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable plan.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-A lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Separation from Service, Involuntary Termination and (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company the Company’s annual incentive compensation plans, (C) the pro rata portion of 100% of the Executive’s then-current target bonus (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying Event, and (D) an amount equal plan with regard to any accrued vacation pay, in each case in full satisfaction of the Executive’s rights theretopreviously completed fiscal year; (ii) a lump-A lump sum cash payment equal to the excess of (A) the present value a pro-rata portion of the payments that Executive’s actual bonus earned through the Executive would be entitled to receive under date of Involuntary Termination, calculated based on the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior most recently completed calendar month, pursuant to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2)Company’s annual incentive compensation plan; (iii) continued Continued medical, dental, vision and life insurance coverage (excluding accident, death and disability insurance) other benefits for the Executive and his or her dependents, to be paid for by the Executive’s eligible dependents orExecutive at his or her sole cost, to the extent such coverage is not commercially availableand for the periods required under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (iv) Immediate 100% vesting of all outstanding stock options, such other arrangements reasonably acceptable stock appreciation rights, phantom stock units, and restricted stock granted or issued by the Company to the Executive, extent not previously vested on the same basis as in effect immediately prior to or following the Change in Control or the Qualifying Termination, whichever is deemed to provide for more substantial benefits, during the Benefit Continuation Period; provided that the amount of benefits the Executive receives in any one year shall not affect the amount of benefits he may receive in any subsequent yearControl; and (ivv) all All other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan and prompt reimbursement of any unreimbursed expenses properly incurred by the Executive in accordance with Company policies as in effect at the time such expenses were incurred (such benefits described in this subparagraph (v) hereinafter referred to as the “Accrued Rights”). All lump sum payments under this Section 4(b) shall be paid within fifteen business days after the Executive’s date of Involuntary Termination. Additionally, any expense reimbursements shall be paid to the Executive as soon as practicable, but in any event, no later than the end of the calendar year following the calendar year during which such expenses were incurred.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company the Company’s annual incentive compensation plansplan, (C) plus the pro rata portion of 100% of (I) the Executive’s then-current Bonus or (II) if payable, the target bonus to be paid for the year in which the date of Termination occurs, in either case (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s rights thereto;; and (ii) a lump-sum cash payment equal an annual benefit under the Company’s Supplemental Retirement Plan (the “SERP”), calculated based on 8 1/3 years of service and unreduced for early retirement thereunder; provided, however, that this provision does not entitle the Executive, if he did not previously participate in the SERP, to participate in such Plan absent the excess of (A) the present value occurrence of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes contemplated Change of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2);Control; and (iii) unless otherwise provided under the Key Man Supplemental Medical Plan, continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive’s Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit earlier of (A) the end of the second anniversary of the date of the Executive’s Termination (B) the commencement of comparable coverage by the Executive with a subsequent employer (the “Continuation Period; provided that the amount of benefits the Executive receives in any one year shall not affect the amount of benefits he may receive in any subsequent year”); and (iv) all other accrued or vested benefits and any compensation previously deferred in accordance with during the terms Continuation Period, continuation of the applicable plan.Executive’s perquisites, including the provision of an automobile and payment of all related expenses (including maintenance, other than gas), annual social and/or health club dues, and tax and financial planning services, as in effect immediately prior to the Change of Control; and

Additional Payments and Benefits. The Executive shall also be entitled to receive: (i) a i. an immediate lump-sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid base salary through the date of Separation from Service, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual incentive compensation plans, and (C) the pro rata portion of 100% of the Executive’s then-current target bonus (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying Event, and (D) an amount equal to any accrued vacation pay, in each case in full satisfaction of the Executive’s rights thereto, payable in no event later than thirty (30) days following such termination of employment; (ii) . a lump-sum cash payment equal to the pro rata portion of 100% of the Executive’s Bonus, calculated through the date of the Qualifying Event, iii. a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(14(b)(iii)(A)(1) and (2); (iii) iv. continued medical, dental, dental and vision and life insurance coverage (excluding accident, death and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Termination, whichever is deemed to provide for more substantial benefits, during the Benefit Continuation Period; provided that the amount of benefits the Executive receives in any one year shall not affect the amount of benefits he may receive in any subsequent year; and (iv) v. all other accrued or vested benefits and any compensation previously deferred deferred, payable in accordance with the terms of the applicable plan.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual incentive compensation plansthe Bonus Plan, (C) in respect of the Fiscal Year in which the date of Termination occurs, the higher of (x) the pro rata portion of 100% of the Executive’s then-current target Target Bonus and (y) if the Company is exceeding the performance targets established under the Bonus Plan for such Fiscal Year as of the date of Termination, the Executive’s actual annual bonus payable under the Bonus Plan based upon such achievement (as previously established by the Compensation Committee) (the “Target Bonus”), such pro rata portion in either case calculated from January 1 of such year through the date of Termination) (such payment, the Qualifying Event“Pro Rata Bonus”), and (D) any other compensation previously deferred (excluding qualified plan deferrals by the Executive under or into benefit plans of the Company), and (E) an amount equal to any representing the Executive’s accrued but unused vacation paydays, if any, in each case for subsections (A) through (E) above, in full satisfaction of the Executive’s rights thereto; (ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2); (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, accidental death and disability insurance) (“Welfare Benefit Coverage”) for the Executive and the Executive’s eligible dependents or, to the extent such coverage Welfare Benefit Coverage is not commercially available, such other arrangements Welfare Benefit Coverage reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Executive’s Termination, for a period ending on the earlier of (A) the third anniversary of the date of Termination (the “Continuation Period”) and (B) the commencement of comparable Welfare Benefit Coverage by the Executive with a subsequent employer; (iii) continued provision of the perquisites the Executive enjoyed prior to the date of Termination for a period ending on the earlier of (A) the end of the Continuation Period and (B) the receipt by the Executive of comparable perquisites from a subsequent employer; (iv) immediate 100% vesting of all outstanding stock options, stock appreciation rights, phantom stock units and restricted stock granted or issued by the Company prior to, on or upon the Change in Control (to the extent not previously vested on or following the Qualifying Termination, whichever is deemed Change in Control); (v) additional Company contributions under the Company’s qualified defined contribution plan and any other retirement plans in which the Executive participated prior to provide for more substantial benefits, the date of Termination during the Benefit Continuation Period; provided, however, that where such contributions may not be provided that without adversely affecting the amount qualified status of benefits such plan or where such contributions are otherwise prohibited by any such plans, the Executive receives in any one year shall not affect instead receive an additional lump sum payment equal to the amount of benefits he may receive in any subsequent yearcontributions that would have been made during the Continuation Period if the Executive had remained employed with the Company during such period; and (ivvi) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of any applicable Company plan, which vested benefits shall include the applicable Executive’s otherwise unvested account balances in the Company’s qualified defined contribution plan, which shall become vested as of the date of Termination (the “Accrued Benefits”) (with an offset for any amounts paid under Section 4(b)(i)(D), above). All lump sum payments under this Section 4(b) shall be paid within 10 business days after the Executive’s date of Termination.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual incentive compensation plansthe Bonus Plan, (C) in respect of the Fiscal Year in which the date of Termination occurs, the higher of (x) the pro rata portion of 100% of the Executive’s then-current target Target Bonus and (y) if the Company is exceeding the performance targets established under the Bonus Plan for such Fiscal Year as of the date of Termination, the Executive’s actual annual bonus payable under the Bonus Plan based upon such achievement (as previously established by the Compensation Committee) (the “Target Bonus”), such pro rata portion in either case calculated from January 1 of such year through the date of Termination) (such payment, the Qualifying Event“Pro Rata Bonus”), and (D) any other compensation previously deferred (excluding qualified plan deferrals by the Executive under or into benefit plans of the Company), and (E) an amount equal to any representing the Executive’s accrued but unused vacation paydays, if any, in each case for subsections (A) through (E) above, in full satisfaction of the Executive’s rights thereto; (ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2); (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, accidental death and disability insurance) (“Welfare Benefit Coverage”) for the Executive and the Executive’s eligible dependents or, to the extent such coverage Welfare Benefit Coverage is not commercially available, such other arrangements Welfare Benefit Coverage reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Executive’s Termination, for a period ending on the earlier of (A) the second anniversary of the date of Termination (the “Continuation Period”) and (B) the commencement of comparable Welfare Benefit Coverage by the Executive with a subsequent employer; (iii) continued provision of the perquisites the Executive enjoyed prior to the date of Termination for a period ending on the earlier of (A) the end of the Continuation Period and (B) the receipt by the Executive of comparable perquisites from a subsequent employer; (iv) immediate 100% vesting of all outstanding stock options, stock appreciation rights, phantom stock units and restricted stock granted or issued by the Company prior to, on or upon the Change in Control (to the extent not previously vested on or following the Qualifying Termination, whichever is deemed Change in Control); (v) additional Company contributions under the Company’s qualified defined contribution plan and any other retirement plans in which the Executive participated prior to provide for more substantial benefits, the date of Termination during the Benefit Continuation Period; provided, however, that where such contributions may not be provided that without adversely affecting the amount qualified status of benefits such plan or where such contributions are otherwise prohibited by any such plans, the Executive receives in any one year shall not affect instead receive an additional lump sum payment equal to the amount of benefits he may receive in any subsequent yearcontributions that would have been made during the Continuation Period if the Executive had remained employed with the Company during such period; and (ivvi) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of any applicable Company plan, which vested benefits shall include the applicable Executive’s otherwise unvested account balances in the Company’s qualified defined contribution plan, which shall become vested as of the date of Termination (the “Accrued Benefits”) (with an offset for any amounts paid under Section 4(b)(i)(D), above). All lump sum payments under this Section 4(b) shall be paid within 10 business days after the Executive’s date of Termination.

Additional Payments and Benefits. The Executive shall also be -------------------------------- entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s 's accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual incentive compensation plansthe Company's Executive Incentive Award Program, (C) plus the pro rata portion of 100% the bonus to be paid for the year in which the date of the Executive’s then-current target bonus Termination occurs (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s 's rights thereto;. (ii) a lump-lump sum cash payment equal to the excess aggregate sum of (A) additional pension contributions in an amount equal to the Company's contributions under the Company's Thrift and Savings Program and Employee Stock Ownership Plan (or such other qualified and nonqualified defined contribution pension plans as then in effect) for the one-year period following the date of Termination (the "Separation Period") (based on assumed rates of Executive's contributions at the level of participation in effect as of the last date Executive was permitted to participate); and (B) the difference between the present value of the payments that annual benefit the Executive would be entitled to receive under the Supplemental Retirement Plans in which Program (if the Executive is eligible had continued employment through the Separation Period) and the annual benefit expressed as a life annuity under the Retirement Program accrued thereunder as of the date of termination of employment, after giving effect to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service one year of continued credit for purposes of eligibilityage and services purposes, vesting and benefit accrual under such Supplemental Retirement Plans, as if he had been paid at the rate used to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of calculate the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2Section 4(a);. (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s 's eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive's Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount end of benefits the Separation Period or (B) the commencement of comparable coverage by the Executive receives in any one year shall not with a subsequent employer; (iv) unless it would adversely affect the amount Company's ability to use pooling of benefits he may receive interest accounting in a Change in Control transaction in which such accounting is intended to be used, immediate 100% vesting of all outstanding stock options, stock appreciation rights and restricted stock granted or issued by any subsequent yearEmployer to the extent not previously vested on or following the Change of Control; and (ivv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 10 business days after Executive's date of Termination. Present value for purposes of subsection (ii) above shall be calculated using a discount factor equal to one percentage point below the prime rate as published in The Wall Street Journal as of the date on which termination of employment occurred and using the actuarial factors set forth in the Retirement Program.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual the Company’s Executive incentive compensation plansaward program, (C) plus the pro rata portion of 100% of the Executive’s then-current target bonus to be paid for the year in which the date of Termination occurs (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to any accrued vacation pay, in each case in full satisfaction of the Executive’s rights thereto;, and (D) $3,313,178, plus a full income tax gross-up on the amount described in clause (D) using the highest marginal rate applicable to the Executive, which currently is 43.45%. (ii) a lump-lump sum cash payment equal to the excess aggregate sum of (A) additional pension contributions in an amount equal to the Company’s contributions under the Company’s 401(k) plan, profit sharing or other savings pension plans (or such other qualified and nonqualified defined contribution pension plans as then in effect) for the three (3) year period following the date of Termination (the “Separation Period”) (based on assumed rates of Executive’s contributions at the level of participation in effect as of the last date Executive was permitted to participate); and (B) the difference between the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be is entitled to receive under the Supplemental Retirement Plans Company’s qualified and nonqualified defined benefit retirement programs in which the Executive is eligible to participate immediately prior to a participant calculated through the Qualifying Event, assuming that date of Termination and the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be entitled to receive under such Supplemental Retirement Plans absent retirement programs calculated after adding an additional five years of credit to age and service up to a maximum of age 65 as if the executive had been paid at the rate used to calculate the payments under Section 4(a), provided that the additional service and age credit credited pursuant credits added with respect to Sections 4(b)(ii)(A)(1) and (2);each retirement program shall not exceed five years when added to any additional credits already provided by the terms of such programs in respect of the Termination covered hereby. (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive’s Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount end of benefits the Separation Period or (B) the commencement of comparable coverage by the Executive receives in any one year shall not affect the amount of benefits he may receive in any with a subsequent year; andemployer; (iv) unless it would adversely affect the Company’s ability to use pooling of interest accounting in a Change in Control transaction in which such accounting is intended to be used, immediate 100% vesting of all outstanding stock options, stock appreciation rights and restricted stock granted or issued by any Employer to the extent not previously vested on or following the Change of Control; (v) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above); and (vi) for the one-year period immediately following the Termination, (A) use of the Executive’s office in Oklahoma City, Oklahoma, or, at the Company’s option, use of a different office in Oklahoma City, Oklahoma, having similar square footage and in the same class of building as the Executive’s current office, and (B) exclusive use of the services of a secretary to be hired and compensated by the Executive, provided, however, that the Company shall reimburse the Executive for all reasonable compensation and benefits provided to the secretary up to a maximum of $60,000 for the one-year period, plus a full income tax gross-up on the compensation and benefits paid to the secretary using the highest marginal rate applicable to the Executive, which currently is 43.45%. All lump sum payments under this Section 4 shall be paid within 15 business days after Executive’s date of Termination. At the Company’s option, it may within the 15-day period either (x) make the payment to the Executive subject to the Executive’s obligation to promptly return the funds if the release required under Section 13 is revoked by the Executive as provided in the release or (y) deposit the funds with a third party escrow agent pursuant to customary arrangements where the only condition to release of the escrowed funds to the Executive is that the release has not been revoked by the Executive as provided in the release. Discounted present value (i.e., lump sum value) for purposes of subsection (ii) above shall be calculated using a discount factor equal to one percentage point below the rate of interest, per annum, publicly announced by The Chase Manhattan Bank, N.A. as its prime rate in effect at its principal office in New York City, and using the actuarial factors set forth in the defined benefit retirement program.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s 's accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual the Company's Executive incentive compensation plansaward program, (C) plus the pro rata portion of 100% the bonus to be paid for the year in which the date of the Executive’s then-current target bonus Termination occurs (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s 's rights thereto;, and (D) an amount, if any, equal to the value of the number of performance units that the Executive would have earned if the performance period for such performance units had ended on the date of the Change in Control or, if greater, the target number of performance units under the award. (ii) a lump-lump sum cash payment equal to the excess aggregate sum of (A) additional pension contributions in an amount equal to the Company's contributions under the Company's 401(k) plan, profit sharing or other savings pension plans (or such other qualified and nonqualified defined contribution pension plans as then in effect) for the three (3) year period following the date of Termination (the "Separation Period") (based on assumed rates of Executive's contributions at the level of participation in effect as of the last date Executive was permitted to participate); and (B) the difference between the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be is entitled to receive under the Supplemental Retirement Plans Company's qualified and nonqualified defined benefit retirement programs in which the Executive is eligible to participate immediately prior to a participant calculated through the Qualifying Event, assuming that date of Termination and the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be entitled to receive under such Supplemental Retirement Plans absent retirement programs calculated after adding an additional five years of credit to age and service up to a maximum of age 65 as if the executive had been paid at the rate used to calculate the payments under Section 4(a), provided that the additional service and age credit credited pursuant credits added with respect to Sections 4(b)(ii)(A)(1) and (2);each retirement program shall not exceed five years when added to any additional credits already provided by the terms of the such programs in respect of the Termination covered hereby. (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s 's eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive's Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount end of benefits the Separation Period or (B) the commencement of comparable coverage by the Executive receives in any one year shall not with a subsequent employer; (iv) unless it would adversely affect the amount Company's ability to use pooling of benefits he may receive interest accounting in a Change in Control transaction in which such accounting is intended to be used, immediate 100% vesting of all outstanding stock options, stock appreciation rights and restricted stock granted or issued by any subsequent yearEmployer to the extent not previously vested on or following the Change of Control; and (ivv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 15 business days after Executive's date of Termination, provided, however, that such payment shall be made 30 days after Termination in the event that the Company requires the Executive to sign a release at the time of Termination. Discounted present value (i.e., lump sum value) for purposes of subsection (ii) above shall be calculated using a discount factor equal to one percentage point below the rate of interest, per annum, publicly announced by The Chase Manhattan Bank, N.A. as its prime rate in effect at its principal office in New York City, and using the actuarial factors set forth in the defined benefit retirement program.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company the Company’s annual incentive compensation plansplan, (C) plus the pro rata portion of 100% of (I) the Executive’s then-current Bonus or (II) if payable, the target bonus to be paid for the year in which the date of Termination occurs, in either case (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s rights thereto;; and (ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive an annual benefit under the Company’s Amended and Restated Supplemental Executive Retirement Plans in which Plan (the Executive is eligible to participate immediately prior to the Qualifying Event“SERP”), assuming that the Executive receives (1) additional calculated based on 10 years of service credit and unreduced for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2);thereunder; and (iii) unless otherwise provided under the Key Employee Supplemental Medical Plan, continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive’s Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the end of the third anniversary of the date of the Executive’s Termination (B) the commencement of comparable coverage by the Executive with a subsequent employer. The amount of benefits the Executive receives hereunder in any one year shall not affect the amount of benefits he may receive in any subsequent year; and (iv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above).

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s 's accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual the Company's Executive incentive compensation plansaward program, (C) plus the pro rata portion of 100% the bonus to be paid for the year in which the date of the Executive’s then-current target bonus Termination occurs (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s 's rights thereto;. (ii) a lump-lump sum cash payment equal to the excess aggregate sum of (A) additional pension contributions in an amount equal to the Company's contributions under the Company's 401(k) plan, profit sharing or other savings pension plans (or such other qualified and nonqualified defined contribution pension plans as then in effect) for the three (3) year period following the date of Termination (the "Separation Period") (based on assumed rates of Executive's contributions at the level of participation in effect as of the last date Executive was permitted to participate); and (B) the difference between the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be is entitled to receive under the Supplemental Retirement Plans Company’s qualified and nonqualified defined benefit retirement programs in which the Executive is eligible to participate immediately prior to a participant calculated through the Qualifying Event, assuming that date of Termination and the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be entitled to receive under such Supplemental Retirement Plans absent retirement programs calculated after adding an additional five years of credit to age and service up to a maximum of age 65 as if the executive had been paid at the rate used to calculate the payments under Section 4(a), provided that the additional service and age credit credited pursuant credits added with respect to Sections 4(b)(ii)(A)(1) and (2);each retirement program shall not exceed five years when added to any additional credits already provided by the terms of the such programs in respect of the Termination covered hereby. (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s 's eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive's Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount end of benefits the Separation Period or (B) the commencement of comparable coverage by the Executive receives in any one year shall not with a subsequent employer; (iv) unless it would adversely affect the amount Company’s ability to use pooling of benefits he may receive interest accounting in a Change in Control transaction in which such accounting is intended to be used, immediate 100% vesting of all outstanding stock options, stock appreciation rights and restricted stock granted or issued by any subsequent yearEmployer to the extent not previously vested on or following the Change of Control; and (ivv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 15 business days after Executive's date of Termination, provided, however, that such payment shall be made 30 days after Termination in the event that the Company requires the Executive to sign a release at the time of Termination. Discounted present value (i.e., lump sum value) for purposes of subsection (ii) above shall be calculated using a discount factor equal to one percentage point below the rate of interest, per annum, publicly announced by The Chase Manhattan Bank, N.A. as its prime rate in effect at its principal office in New York City, and using the actuarial factors set forth in the defined benefit retirement program.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s 's accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company the Company's annual incentive compensation plansplan, (C) plus the pro rata portion of 100% of (I) the Executive’s then-current Bonus or (II) if payable, the target bonus to be paid for the year in which the date of Termination occurs, in either case (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s 's rights thereto;; and (ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive an annual benefit under the Company's Supplemental Retirement Plans in which Plan (the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case"SERP"), calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value based on 10 years of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2);service, unreduced for early retirement; and (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s 's eligible dependents or, pursuant to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to terms of the ExecutiveCompany's Key Man Supplemental Medical Plan, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive's Termination, whichever is deemed to provide for more substantial benefits, during the Benefit Continuation Period; provided that the amount of benefits the Executive receives in any one year shall not affect the amount of benefits he may receive in any subsequent year; and (iv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 10 business days after Executive's date of Termination; provided, however, that with respect to the SERP benefit set forth in Section 4(b)(ii), above, unless the Executive, during the ten day period after the Company signs any agreement that would, upon the consummation of the transactions contemplated therein, result in a Change of Control, elects to receive a lump sum payment equal to the present value of his SERP benefit (as calculated in Section 4(b)(ii) and otherwise in accordance with Exhibit A, as attached hereto), the Executive shall be entitled to receive the SERP benefit in installment payments (payable in accordance with the terms of the SERP), beginning upon the later to occur of (i) the date on which the Executive achieves age 55 and (ii) the date on which Executive's employment terminates in accordance with the terms hereunder.

Additional Payments and Benefits. The Executive shall also be entitled In addition to receivethe Base Compensation, subject to and conditioned upon the Advisor’s execution and delivery to the Company of an effective release of claims in the form attached hereto as Exhibit A (the “Release”) within twenty-one (21) days following the Transition Start Date and non-revocation of such Release during any applicable revocation period: (i) a lump-sum cash payment equal Advisor shall remain eligible to the sum receive an annual bonus in respect of calendar year 2022 services to the Company prior to the Transition Start Date payable in an amount and manner consistent with the calendar year 2022 annual bonus to be received by (and payable to) the Company’s Chief Financial Officer (if any) in terms of total annual bonus payout with respect to Advisor’s target bonus for 2022 (the “Annual Bonus”). The Annual Bonus will be paid on the earlier of (A) the Executivedate on which 2022 annual bonuses are paid generally to the Company’s accrued senior executives, but unpaid base salary through no later than April 15, 2022, or (B) within three (3) business days of the date on which this Agreement is terminated by the Company pursuant to Section 3(a)(ii) hereof. (ii) During the period commencing as of Separation the end of the Initial Term (or such earlier termination date, if applicable) and ending on December 31, 2023 or, if earlier, the date on which Advisor becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility Advisor hereby agrees to give prompt notice to the Company) (in any case, the “COBRA Period”), subject to Advisor’s valid and timely election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, the Company shall continue to provide Advisor and Advisor’s eligible dependents with coverage under its group health plans, based on the Advisor’s elections in effect on the date hereof), provided, however, that (A) if any plan pursuant to which such benefits are provided ceases prior to the expiration of the period of continuation coverage to be exempt from Servicethe application of Section 409A (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), or (B) the unpaid portion, if any, of bonuses previously earned by Company is otherwise unable to continue to cover Advisor under its group health plans (including because taxes or penalties would be imposed on the Executive pursuant to any Company annual incentive compensation plans, (C) the pro rata portion of 100% of the Executive’s then-current target bonus (as previously established by the Compensation Committee) (the “Target Bonus”in connection with such continuation coverage), calculated through the date of the Qualifying Eventthen, and (D) in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Advisor as currently taxable compensation in substantially equal monthly installments over the remaining portion of the continuation coverage period. (iii) During the Term (or the Initial Term, if applicable), Advisor’s outstanding Company restricted stock unit awards (the “RSU Awards”) shall continue to vest in accordance with their original vesting schedules, subject to Advisor continuing to provide the Services to the Company through the applicable vest dates set forth in any accrued vacation paysuch RSU Awards until the end of the Term (or the Initial Term, if applicable), and any RSU Awards that remain outstanding and unvested as of the end of the Term (or the Initial Term, if applicable) shall terminate and be forfeited in each case accordance with their terms as of such termination date. The agreements evidencing Advisor’s RSU Awards shall be deemed amended to the extent necessary to give effect to this Section 2(b)(iii). (iv) Outstanding F Unit grant awards of S1 Holdco, LLC (the “F Unit Awards”) shall (x) continue to vest in accordance with their original vesting schedules through the Initial Term and (y) accelerate and vest in full satisfaction with respect to any remaining unvested F Units outstanding as of the Executive’s rights thereto; (ii) a lump-sum cash payment equal end of the Initial Term, subject to the excess of (A) Advisor continuing to provide the present value Services to the Company through the end of the payments that Initial Term (or such earlier termination date, if applicable) and Advisor’s compliance with the Executive would be entitled to receive under requirements set forth in Section 3(d) below. Upon the Supplemental Retirement Plans in which early termination of this Agreement and the Executive is eligible to participate immediately prior to related Services hereunder by Advisor during the Qualifying EventInitial Term, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement PlansAdvisor’s F Unit Awards, to the extent applicablethen-unvested as of the date termination, with respect to shall terminate as of such termination date. The agreements evidencing the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely Advisor’s F Unit Awards shall be deemed amended to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled necessary to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant give effect to Sections 4(b)(ii)(A)(1) and (2this Section 2(b)(iv); (iii) continued medical, dental, vision and life insurance coverage (excluding accident, death and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Termination, whichever is deemed to provide for more substantial benefits, during the Benefit Continuation Period; provided that the amount of benefits the Executive receives in any one year shall not affect the amount of benefits he may receive in any subsequent year; and (iv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable plan.

Additional Payments and Benefits. The Executive shall also be -------------------------------- entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s 's accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual incentive compensation plansthe Company's Executive Incentive Award Program, (C) plus the pro rata portion of 100% the bonus to be paid for the year in which the date of the Executive’s then-current target bonus Termination occurs (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s 's rights thereto;. (ii) a lump-lump sum cash payment equal to the excess aggregate sum of (A) additional pension contributions in an amount equal to the Company's contributions under the Company's Thrift and Savings Program and Employee Stock Ownership Plan (or such other qualified and nonqualified defined contribution pension plans as then in effect) for the two-year period following the date of Termination (the "Separation Period") (based on assumed rates of Executive's contributions at the level of participation in effect as of the last date Executive was permitted to participate); and (B) the difference between the present value of the payments that annual benefit the Executive would be entitled to receive under the Supplemental Retirement Plans in which Program (if the Executive is eligible had continued employment through the Separation Period) and the annual benefit expressed as a life annuity under the Retirement Program accrued thereunder as of the date of termination of employment, after giving effect to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service two years of continued credit for purposes of eligibilityage and services purposes, vesting and benefit accrual under such Supplemental Retirement Plans, as if he had been paid at the rate used to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of calculate the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2Section 4(a);. (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s 's eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive's Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount end of benefits the Separation Period or (B) the commencement of comparable coverage by the Executive receives in any one year shall not with a subsequent employer; (iv) unless it would adversely affect the amount Company's ability to use pooling of benefits he may receive interest accounting in a Change in Control transaction in which such accounting is intended to be used, immediate 100% vesting of all outstanding stock options, stock appreciation rights and restricted stock granted or issued by any subsequent yearEmployer to the extent not previously vested on or following the Change of Control; and (ivv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 10 business days after Executive's date of Termination. Present value for purposes of subsection (ii) above shall be calculated using a discount factor equal to one percentage point below the prime rate as published in The Wall Street Journal as of the date on which termination of employment occurred and using the actuarial factors set forth in the Retirement Program.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Separation from Servicetermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual the Company’s incentive compensation plansaward program, (C) plus the pro rata portion of 100% of the Executive’s then-current target bonus to be paid for the year in which the date of termination occurs (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying Eventtermination), and (DC) an amount amount, if any, equal to any accrued vacation pay, in each case in full satisfaction of the Executive’s rights thereto; (ii) a lump-lump sum cash payment equal to the excess aggregate sum of (A) additional pension contributions in an amount equal to the Company's contributions under the Company’s 401(k) plan, profit sharing or other savings pension plans (or such other qualified and nonqualified defined contribution pension plans as then in effect) for the two (2) year period following the date of termination (the “Separation Period”) (based on assumed rates of Executive’s contributions at the level of participation in effect as of the last date Executive was permitted to participate); and (B) the difference between the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be is entitled to receive under the Supplemental Retirement Plans Company's qualified and nonqualified defined benefit retirement programs in which the Executive is eligible to participate immediately prior to a participant calculated through the Qualifying Event, assuming that date of termination and the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be entitled to receive under such Supplemental Retirement Plans absent retirement programs calculated after adding an additional two years of credit to age and service up to a maximum of age 65 as if the Executive had been paid at the rate used to calculate the payments under Section 7(a), provided that the such credits shall not be added to any additional service credits already provided by the terms of any other Company programs in respect of the termination covered hereby and age credit credited pursuant Executive shall be entitled only to Sections 4(b)(ii)(A)(1the greater of the credits provided herein or those of any other program; discounted present value (i.e., lump sum value) shall be calculated using a discount factor equal to one percentage point below the rate of interest, per annum, publicly announced by The Chase Manhattan Bank, N.A. as its prime rate in effect at its principal office in New York City, and (2)using the actuarial factors set forth in the defined benefit retirement program; (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executivedependents, on the same basis as in effect immediately prior to the Change in Control or the Qualifying TerminationExecutive’s termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount end of benefits the Separation Period or (B) the commencement of comparable coverage by the Executive receives with a subsequent employer; provided, however, to the extent required, to effect the foregoing, the Company shall reimburse the Executive for the COBRA premiums paid by the Executive for the first six months following the Executive’s termination on or before the first business day of the eighth month following the Executive’s termination. The Company shall also pay the Executive’s COBRA premiums for a period commencing on the six-month anniversary of the date of the Executive’s termination through the end of the COBRA period. Subsequent to the COBRA period, the Company shall continue to provide, for a period of up to 18 months following the last day of the Executive’s COBRA period , the Executive (and the Executive’s eligible dependents, if applicable) with the same level of health insurance benefits upon substantially similar terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to the Executive’s termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change in any one year shall not Control). (iv) unless it would adversely affect the amount Company’s ability to use pooling of benefits he may receive interest accounting in a Change in Control transaction in which such accounting is intended to be used, immediate 100% vesting of all outstanding stock options, stock appreciation rights, performance awards and restricted stock granted or issued by any subsequent yearEmployer to the extent not previously vested on or following the Change of Control; and (ivv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 7(b)(i)(C), above).

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s 's accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company the Company's annual incentive compensation plansplan, (C) plus the pro rata portion of 100% of (I) the Executive’s then-current Bonus or (II) if payable, the target bonus to be paid for the year in which the date of Termination occurs, in either case (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s 's rights thereto;; and (ii) an annual benefit under the Company's Amended and Restated Supplemental Executive Retirement Plan (the "SERP"), calculated based on the Executive's actual full years of service with an Employer (excluding, in the case of an Employer that is a lump-sum cash payment equal to the excess of (A) the present value subsidiary of the payments Company, any service prior to such Employer becoming a subsidiary of the Company), but in no event less than 5 years of service or more than 10 years of service, and unreduced for early retirement thereunder; provided, however, that this provision does not entitle the Executive would be entitled to receive under Executive, if he did not previously participate in the Supplemental Retirement Plans in which the Executive is eligible SERP, to participate immediately prior to in the Qualifying Event, assuming that SERP absent the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value occurrence of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2);contemplated Change in Control; and (iii) unless otherwise provided under the Key Man Supplemental Medical Plan, continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s 's eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive's Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount end of benefits the third anniversary of the date of the Executive's Termination and (B) the commencement of comparable coverage by the Executive receives in any one year shall not affect the amount of benefits he may receive in any with a subsequent yearemployer; and (iv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 10 business days after Executive's date of Termination; provided, however, that with respect to the SERP benefit set forth in Section 4(b)(ii), above, such benefit shall be payable in accordance with the terms of the SERP.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company the Company’s annual incentive compensation plansplan, (C) plus the pro rata portion of 100% of (I) the Executive’s then-current Bonus or (II) if payable, the target bonus to be paid for the year in which the date of Termination occurs, in either case (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s rights thereto;; and (ii) an annual benefit under the Company’s Amended and Restated Supplemental Executive Retirement Plan (the “SERP”), calculated based on the Executive’s actual full years of service with an Employer (excluding, in the case of an Employer that is a lump-sum cash payment equal to the excess of (A) the present value subsidiary of the payments Company, any service prior to such Employer becoming a subsidiary of the Company), but in no event less than 5 years of service or more than 10 years of service, and unreduced for early retirement thereunder; provided, however, that this provision does not entitle the Executive would be entitled to receive under Executive, if he did not previously participate in the Supplemental Retirement Plans in which the Executive is eligible SERP, to participate immediately prior to in the Qualifying Event, assuming that SERP absent the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value occurrence of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2);Change in Control; and (iii) unless otherwise provided under the Key Employee Supplemental Medical Plan, continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive’s Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the end of the third anniversary of the date of the Executive’s Termination and (B) the commencement of comparable coverage by the Executive with a subsequent employer. The amount of benefits the Executive receives hereunder in any one year shall not affect the amount of benefits he may receive in any subsequent year; and (iv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above).

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual incentive compensation plansthe Bonus Plan, (C) in respect of the Fiscal Year in which the date of Termination occurs, the higher of (x) the pro rata portion of 100% of the Executive’s then-current target Target Bonus and (y) if the Company is exceeding the performance targets established under the Bonus Plan for such Fiscal Year as of the date of Termination, the Executive’s actual annual bonus payable under the Bonus Plan based upon such achievement (as previously established by the Compensation Committee) (the “Target Bonus”), such pro rata portion in either case calculated from January 1 of such year through the date of Termination) (such payment, the Qualifying Event“Pro Rata Bonus”), and (D) any other compensation previously deferred (excluding qualified plan deferrals by the Executive under or into benefit plans of the Company), and (E) an amount equal to any representing the Executive’s accrued but unused vacation paydays, if any, in each case for subsections (A) through (E) above, in full satisfaction of the Executive’s rights thereto; (ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2); (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, accidental death and disability insurance) (“Welfare Benefit Coverage”) for the Executive and the Executive’s eligible dependents or, to the extent such coverage Welfare Benefit Coverage is not commercially available, such other arrangements Welfare Benefit Coverage reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Executive’s Termination, for a period ending on the earlier of (A) the second anniversary of the date of Termination (the “Continuation Period”) and (B) the commencement of comparable Welfare Benefit Coverage by the Executive with a subsequent employer; (iii) continued provision of the perquisites the Executive enjoyed prior to the date of Termination for a period ending on the earlier of (A) the end of the Continuation Period and (B) the receipt by the Executive of comparable perquisites from a subsequent employer; (iv) immediate 100% vesting of all outstanding stock options, stock appreciation rights, phantom stock units and restricted stock granted or issued by the Company prior to, on or upon the Change in Control (to the extent not previously vested on or following the Qualifying Termination, whichever is deemed Change in Control); (v) additional Company contributions under the Company’s qualified defined contribution plan and any other retirement plans in which the Executive participated prior to provide for more substantial benefits, the date of Termination during the Benefit Continuation Period; provided, however, that where such contributions may not be provided that without adversely affecting the amount qualified status of benefits such plan or where such contributions are otherwise prohibited by any such plans, or if the Executive receives in any one year is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive shall not affect instead receive an additional lump sum payment equal to the amount of benefits he may receive in any subsequent yearcontributions that would have been made during the Continuation Period if the Executive had remained employed with the Company during such period; and (ivvi) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of any applicable Company plan, which vested benefits shall include the applicable Executive’s otherwise unvested account balances in the Company’s qualified defined contribution plan, which shall become vested as of the date of Termination (the “Accrued Benefits”) (with an offset for any amounts paid under Section 4(b)(i)(D), above). All lump sum payments under this Section 4(b) shall be paid within 10 business days after the Executive’s date of Termination.

Additional Payments and Benefits. The Executive shall also be -------------------------------- entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s 's accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual incentive compensation plansthe Company's Executive Incentive Award Program, (C) plus the pro rata portion of 100% the bonus to be paid for the year in which the date of the Executive’s then-current target bonus Termination occurs (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s 's rights thereto;. (ii) a lump-lump sum cash payment equal to the excess aggregate sum of (A) additional pension contributions in an amount equal to the Company's contributions under the Company's Thrift and Savings Program and Employee Stock Ownership Plan (or such other qualified and nonqualified defined contribution pension plans as then in effect) for the three-year period following the date of Termination (the "Separation Period") (based on assumed rates of Executive's contributions at the level of participation in effect as of the last date Executive was permitted to participate); and (B) the difference between the present value of the payments that annual benefit the Executive would be entitled to receive under the Supplemental Retirement Plans in which Program (if the Executive is eligible had continued employment through the Separation Period) and the annual benefit expressed as a life annuity under the Retirement Program accrued thereunder as of the date of termination of employment, after giving effect to participate immediately prior three years of continued credit for age and services purposes, as if he had been paid at the rate used to calculate the Qualifying Eventpayments under Section 4(a); provided, assuming however, that the -------- ------- Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) shall receive the present value of the payments Executive's annual benefit that he/she would have received if, at the time of termination of employment, the Executive would be entitled to receive have been eligible for a full, unreduced life annuity under such Supplemental the Retirement Plans absent Plan, after including in the additional calculation thereof years of service and compensation credit through age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2);62.. (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s 's eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive's Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount end of benefits the Separation Period or (B) the commencement of comparable coverage by the Executive receives in any one year shall not with a subsequent employer; (iv) unless it would adversely affect the amount Company's ability to use pooling of benefits he may receive interest accounting in a Change in Control transaction in which such accounting is intended to be used, immediate 100% vesting of all outstanding stock options, stock appreciation rights and restricted stock granted or issued by any subsequent yearEmployer to the extent not previously vested on or following the Change of Control; and (ivv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 10 business days after Executive's date of Termination. Present value for purposes of subsection (ii) above shall be calculated using a discount factor equal to one percentage point below the prime rate as published in The Wall Street Journal as of the date on which termination of employment occurred and using the actuarial factors set forth in the Retirement Program.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-A lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of annual bonuses previously earned by the Executive pursuant to any Company annual the Company’s incentive compensation plansplan for any year ending prior to the Executive’s date of Termination, (C) the a pro rata portion of 100% of the Executive’s then-current target bonus Bonus Component in respect of the year in which the date of Termination occurs (as previously established by the Compensation Committee) (the “Target Bonus”), calculated from January 1 of such year through the date of Termination) (such payment, the Qualifying Event“Pro Rata Bonus”), and (D) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferrals) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s rights thereto; (ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2); (iii) continued Continued medical, dental, vision vision, disability, accidental death and dismemberment and life insurance coverage (excluding accident, death and disability insurance“Welfare Benefit Coverage”) for the Executive and the Executive’s eligible dependents or, to the extent such coverage Welfare Benefit Coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive’s Termination, whichever for a period ending on the earlier of (A) the date that is deemed to provide for more substantial benefits, during 2.5 years following the Benefit Date of Termination under Section 4(a) hereof (the “Continuation Period”) or (B) the commencement of comparable coverage by the Executive with a subsequent employer; provided, however, that to the extent necessary to avoid the imposition of additional taxes, penalties and interest under Section 409A of Internal Revenue Code of 1986, as amended (the “Code”), any reimbursements of medical, dental or vision expenses shall be made on or before the last day of the calendar year next following the calendar year in which such expense was incurred; (iii) Immediate 100% vesting of all outstanding stock options, stock appreciation rights, phantom stock units, and restricted stock granted or issued by the Company to the Executive to the extent not previously vested on or following the Change of Control; (iv) 2.5 years of additional service credit and credit for 2.5 years of additional age under the Company’s employee pension and welfare benefit plans (except for any plan qualified under the Code) for purposes of benefit accrual, matching contributions, vesting, and eligibility for retirement; provided that any retirement benefits shall commence [in accordance with the amount terms of benefits such employee pension and welfare benefit plans]. In addition, if salary and/or bonus amounts are part of the calculation of such benefits, the amounts in Section 4(a) and 4(b)(i)(B), as applicable, shall be included in such calculation as if the Executive receives had remained employed by the Company for the entire Continuation Period. (The methodology to be applied in any one year calculating the benefit provided in this Section 4(b)(iv) shall not affect follow the amount Example set forth in Appendix A of benefits he may receive in any subsequent yearthis Agreement.); (v) Continued use of the Company car then used by the Executive, free of charge, for a six-month period, at which time the Executive shall return the car to the Company; and (ivvi) Without duplication of the amounts otherwise provided for in this Agreement, all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (the “Accrued Benefits”). All lump sum payments under this Section 4(b) shall be paid shall be payable in a lump sum on the first day of the third calendar month following the Executive’s Date of Termination. Notwithstanding anything herein to the contrary, the Company’s obligation under this Section 4(b) is expressly conditioned upon the Executive’s execution of a General Release substantially in the form attached hereto as Appendix B at least 8 days prior to the designated payment date, and the Executive’s refraining from exercising his/her right to revoke the Release prior to such payment date.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company the Company’s annual incentive compensation plansplan, (C) plus the pro rata portion of 100% of (I) the Executive’s then-current Bonus or (II) if payable, the target bonus to be paid for the year in which the date of Termination occurs, in either case (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s rights thereto;; and (ii) a lump-sum cash payment equal an annual benefit under the Company’s Amended and Restated Supplemental Executive Retirement Plan (the “SERP”), calculated based on 8 1/3 years of service and unreduced for early retirement thereunder; provided, however, that this provision does not entitle the Executive, if he did not previously participate in the SERP, to participate in the SERP absent the occurrence of the Change in Control; and provided, further, that the Executive’s benefit pursuant to this Section 4(b)(ii), if payable, shall be in lieu of any amount payable to him pursuant to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2);Company’s Top Hat Restoration Plan; and (iii) unless otherwise provided under the Key Employee Supplemental Medical Plan, continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive’s Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the end of the second anniversary of the date of the Executive’s Termination (B) the commencement of comparable coverage by the Executive with a subsequent employer. The amount of benefits the Executive receives hereunder in any one year shall not affect the amount of benefits he may receive in any subsequent year; and (iv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above).

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lumpA lump sum cash payment of $3,000,000 times the number of long-term equity awards that the Executive would have received annually had he remained employed from the Executive’s date of Termination through December 31, 2009. (For example, if the Executive’s date of Termination occurred in 2007, after the grant of that year’s long-term equity award, the Executive would receive $6,000,000); (ii) A lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of annual bonuses previously earned by the Executive pursuant to any Company annual the Company’s incentive compensation plansplan for any year ending prior to the Executive’s date of Termination, (C) the a pro rata portion of 100% of the Executive’s then-current target bonus Bonus Component in respect of the year in which the date of Termination occurs (as previously established by the Compensation Committee) (the “Target Bonus”), calculated from January 1 of such year through the date of Termination) (such payment, the Qualifying Event“Pro Rata Bonus”), and (D) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferrals) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s rights thereto; (ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2); (iii) continued Continued medical, dental, vision vision, disability, accidental death and dismemberment and life insurance coverage (excluding accident, death and disability insurance“Welfare Benefit Coverage”) for the Executive and the Executive’s eligible dependents or, to the extent such coverage Welfare Benefit Coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive’s Termination, whichever is deemed to provide for more substantial benefits, during a period ending on the Benefit earlier of (A) the end of the three and one-half -year period following the Date of Termination under Section 4(a) hereof (the “Continuation Period; provided that ”) or (B) the amount commencement of benefits comparable coverage by the Executive receives with a subsequent employer; provided, however, that to the extent necessary to avoid the imposition of additional taxes, penalties and interest under Section 409A of Internal Revenue Code of 1986, as amended (the “Code”), any reimbursements of medical, dental or vision expenses shall be made on or before the last day of the calendar year next following the calendar year in any one year shall not affect the amount of benefits he may receive in any subsequent year; andwhich such expense was incurred; (iv) Immediate 100% vesting of all other accrued outstanding stock options, stock appreciation rights, phantom stock units, and restricted stock granted or issued by the Company to the Executive to the extent not previously vested benefits and any compensation previously deferred in accordance with on or following the terms Change of the applicable plan.Control;

Additional Payments and Benefits. The Executive shall also be -------------------------------- entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s 's accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual incentive compensation plansthe Company's Executive Incentive Award Program, (C) plus the pro rata portion of 100% the bonus to be paid for the year in which the date of the Executive’s then-current target bonus Termination occurs (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s 's rights thereto;. (ii) a lump-lump sum cash payment equal to the excess aggregate sum of (A) additional pension contributions in an amount equal to the Company's contributions under the Company's Thrift and Savings Program and Employee Stock Ownership Plan (or such other qualified and nonqualified defined contribution pension plans as then in effect) for the two-year period following the date of Termination (the "Separation Period") (based on assumed rates of Executive's contributions at the level of participation in effect as of the last date Executive was permitted to participate); and (B) the difference between the present value of the payments that annual benefit the Executive would be entitled to receive under the Supplemental Retirement Plans in which Program (if the Executive is eligible had continued employment through the Separation Period) and the annual benefit expressed as a life annuity under the Retirement Program accrued thereunder as of the date of termination of employment, after giving effect to participate immediately prior two years of continued credit for age and services purposes, as if he had been paid at the rate used to calculate the Qualifying Eventpayments under Section 4(a); provided, assuming however, that the -------- ------- Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) shall receive the present value of the payments Executive's annual benefit that he/she would have received if, at the time of termination of employment, the Executive would be entitled to receive have been eligible for a full, unreduced life annuity under such Supplemental the Retirement Plans absent Plan, after including in the additional calculation thereof years of service and compensation credit through age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2);62.. (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s 's eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive's Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount end of benefits the Separation Period or (B) the commencement of comparable coverage by the Executive receives in any one year shall not with a subsequent employer; (iv) unless it would adversely affect the amount Company's ability to use pooling of benefits he may receive interest accounting in a Change in Control transaction in which such accounting is intended to be used, immediate 100% vesting of all outstanding stock options, stock appreciation rights and restricted stock granted or issued by any subsequent yearEmployer to the extent not previously vested on or following the Change of Control; and (ivv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 10 business days after Executive's date of Termination. Present value for purposes of subsection (ii) above shall be calculated using a discount factor equal to one percentage point below the prime rate as published in The Wall Street Journal as of the date on which termination of employment occurred and using the actuarial factors set forth in the Retirement Program.

Additional Payments and Benefits. The Executive shall also be entitled to receive-------------------------------- to: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s 's accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company an Employer's annual incentive compensation plansplan, (C) plus the pro rata portion of 100% of the Executive’s then-current 's target bonus award under any annual incentive plan for the fiscal year of Termination (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s 's rights thereto;; and (ii) an additional two years of age and service credit and contributions under all of the Company's defined benefit and defined contribution pension plans; provided, however, that in the event that such ----------------- credit and contributions may not be provided without adversely affecting the qualified status of any such pension plan, the Executive shall instead receive a lump-lump sum cash payment amount equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2);benefits; and (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s 's eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive's Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount second anniversary of benefits the date of Termination and (B) the commencement of comparable coverage by the Executive receives in any one year shall not affect the amount of benefits he may receive in any with a subsequent yearemployer; and (iv) full and immediate vesting of all outstanding stock options, stock appreciation rights, restricted stock and other equity-related awards; and (v) for purposes of the Company's Long-Term Bonus Plan or any successor plan, the Executive shall be deemed to have retired under the provisions of the pension plan or other policies of the Company; and (vi) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable plan (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 10 business days after Executive's date of Termination. In determining the actuarial value of the payments under Sections 4(b)(ii) and (iii), above, the actuarial assumptions and methods used in the Company's retirement plans shall be utilized. In the event that there is any issue concerning the application of such assumptions and methods, the Company shall in good faith make any reasonable determination or decision necessary to resolve such discrepancy. Any payment of additional benefits pursuant to Section 4(b)(ii) and (iii) shall be paid from assets of the Company, not from assets of any retirement plan.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual incentive compensation plansthe Bonus Plan, (C) in respect of the Fiscal Year in which the date of Termination occurs, the higher of (x) the pro rata portion of 100% of the Executive’s then-current target Target Bonus and (y) if the Company is exceeding the performance targets established under the Bonus Plan for such Fiscal Year as of the date of Termination, the Executive’s actual annual bonus payable under the Bonus Plan based upon such achievement (as previously established by the Compensation Committee) (the “Target Bonus”), such pro rata portion in either case calculated from January 1 of such year through the date of Termination) (such payment, the Qualifying Event“Pro Rata Bonus”), and (D) any other compensation previously deferred (excluding qualified plan deferrals by the Executive under or into benefit plans of the Company), and (E) an amount equal to any representing the Executive’s accrued but unused vacation paydays, if any, in each case for subsections (A) through (E) above, in full satisfaction of the Executive’s rights thereto; (ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2); (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, accidental death and disability insurance) (“Welfare Benefit Coverage”) for the Executive and the Executive’s eligible dependents or, to the extent such coverage Welfare Benefit Coverage is not commercially available, such other arrangements Welfare Benefit Coverage reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Executive’s Termination, for a period ending on the earlier of (A) the third anniversary of the date of Termination (the “Continuation Period”) and (B) the commencement of comparable Welfare Benefit Coverage by the Executive with a subsequent employer; (iii) continued provision of the perquisites the Executive enjoyed prior to the date of Termination for a period ending on the earlier of (A) the end of the Continuation Period and (B) the receipt by the Executive of comparable perquisites from a subsequent employer; (iv) immediate 100% vesting of all outstanding stock options, stock appreciation rights, phantom stock units and restricted stock granted or issued by the Company prior to, on or upon the Change in Control (to the extent not previously vested on or following the Qualifying Termination, whichever is deemed Change in Control); (v) additional Company contributions under the Company’s qualified defined contribution plan and any other retirement plans in which the Executive participated prior to provide for more substantial benefits, the date of Termination during the Benefit Continuation Period; provided, however, that where such contributions may not be provided that without adversely affecting the amount qualified status of benefits such plan or where such contributions are otherwise prohibited by any such plans, or if the Executive receives in any one year is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive shall not affect instead receive an additional lump sum payment equal to the amount of benefits he may receive in any subsequent yearcontributions that would have been made during the Continuation Period if the Executive had remained employed with the Company during such period; and (ivvi) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of any applicable Company plan, which vested benefits shall include the applicable Executive’s otherwise unvested account balances in the Company’s qualified defined contribution plan, which shall become vested as of the date of Termination (the “Accrued Benefits”) (with an offset for any amounts paid under Section 4(b)(i)(D), above). All lump sum payments under this Section 4(b) shall be paid within 10 business days after the Executive’s date of Termination.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-A lump sum cash payment equal to the sum of (A) the Executive’s 's accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of annual bonuses previously earned by the Executive pursuant to any Company annual the Company's incentive compensation plansplan for any year ending prior to the Executive's date of Termination, (C) the a pro rata portion of 100% the Executive's Bonus Component in respect of the Executive’s then-current target bonus year in which the date of Termination occurs (as previously established by the Compensation Committee) (the “Target Bonus”), calculated from January 1 of such year through the date of Termination) (such payment, the Qualifying Event"Pro Rata Bonus"), and (D) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferrals) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s 's rights thereto; (ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2); (iii) continued Continued medical, dental, vision vision, disability, accidental death and dismemberment and life insurance coverage (excluding accident, death and disability insurance"Welfare Benefit Coverage") for the Executive and the Executive’s 's eligible dependents or, to the extent such coverage Welfare Benefit Coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive's Termination, whichever for a period ending on the earlier of (A) the date that is deemed to provide for more substantial benefits, during 2.5 years following the Benefit date of Termination under Section 4(a) hereof (the "Continuation Period") or (B) the commencement of comparable coverage by the Executive with a subsequent employer; (iii) Immediate 100% vesting of all outstanding stock options, stock appreciation rights, phantom stock units, and restricted stock granted or issued by the Company to the Executive to the extent not previously vested on or following the Change of Control; (iv) 2.5 years of additional service credit and credit for 2.5 years of additional age under the Company's employee pension and welfare benefit plans (except for any plan qualified under the Internal Revenue Code of 1986, as amended (the "Code")) for purposes of benefit accrual, matching contributions, vesting, and eligibility for retirement; provided that any retirement benefits shall commence upon expiration of the amount Continuation Period. In addition, if salary and/or bonus amounts are part of benefits the calculation of such benefits, the amounts in Section 4(a) and 4(b)(i)(B), as applicable, shall be included in such calculation as if the Executive receives had remained employed by the Company for the entire Continuation Period. (The methodology to be applied in any one year calculating the benefit provided in this Section 4(b)(iv) shall not affect follow the amount Example set forth in Appendix A of benefits he may receive in any subsequent yearthis Agreement.); (v) Continued use of the Company car then used by the Executive, free of charge, for a six-month period, at which time the Executive shall return the car to the Company; and (ivvi) Without duplication of the amounts otherwise provided for in this Agreement, all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (the "Accrued Benefits"). All lump sum payments under this Section 4(b) shall be paid within 10 business days after the Executive's date of Termination; provided that, such payments shall not be made sooner than the 8th day following the date the Executive executes a General Release substantially in the form attached hereto as Appendix B, and provided further that, the Executive has not exercised his/her right to revoke the Release.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company the Company’s annual incentive compensation plansplan, (C) plus the pro rata portion of 100% of (I) the Executive’s then-current Bonus or (II) if payable, the target bonus to be paid for the year in which the date of Termination occurs, in either case (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s rights thereto;; and (ii) a lump-sum cash payment equal an annual benefit under the Company’s Amended and Restated Supplemental Executive Retirement Plan (the “SERP”), calculated based on 10 years of service and unreduced for early retirement thereunder; provided, however, that this provision does not entitle the Executive, if he did not previously participate in the SERP, to participate in the excess of (A) SERP absent the present value occurrence of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans contemplated Change in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2);Control; and (iii) unless otherwise provided under the Key Employee Supplemental Medical Plan, continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive’s Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the end of the third anniversary of the date of the Executive’s Termination and (B) the commencement of comparable coverage by the Executive with a subsequent employer. The amount of benefits the Executive receives hereunder in any one year shall not affect the amount of benefits he may receive in any subsequent year; and (iv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above).

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company the Company’s annual incentive compensation plansplan, (C) plus the pro rata portion of 100% of (I) the Executive’s then-current Bonus or (II) if payable, the target bonus to be paid for the year in which the date of Termination occurs, in either case (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s rights thereto;; and (ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive an annual benefit under the Company’s Amended and Restated Supplemental Executive Retirement Plans Plan (the “SERP”), calculated based on the Executive’s actual full years of service (but in which the Executive is eligible to participate immediately prior to the Qualifying Eventno event less than 5 years of service or more than 10 years of service), assuming that the Executive receives (1) additional service credit unreduced for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2);thereunder; and (iii) unless otherwise provided under the Key Man Supplemental Medical Plan, continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive’s Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount end of benefits the third anniversary of the date of the Executive’s Termination and (B) the commencement of comparable coverage by the Executive receives in any one year shall not affect the amount of benefits he may receive in any with a subsequent yearemployer; and (iv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 10 business days after Executive’s date of Termination; provided, however, that with respect to the SERP benefit set forth in Section 4(b)(ii), above, such benefit shall be payable in accordance with the terms of the SERP.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual incentive compensation plansthe Bonus Plan, (C) in respect of the Fiscal Year in which the date of Termination occurs, the higher of (x) the pro rata portion of 100% of the Executive’s then-current target Target Bonus and (y) if the Company is exceeding the performance targets established under the Bonus Plan for such Fiscal Year as of the date of Termination, the Executive’s actual annual bonus payable under the Bonus Plan based upon such achievement (as previously established by the Compensation Committee) (the “Target Bonus”), such pro rata portion in either case calculated from January 1 of such year through the date of Termination) (such payment, the Qualifying Event“Pro Rata Bonus”), and (D) an amount equal representing any of the Executive’s accrued but unused vacation days if payment is provided for pursuant to any accrued the Company’s then-current vacation paypolicy or as otherwise required by local statutory requirements or law, in each case for subsections (A) through (D) above, in full satisfaction of the Executive’s rights thereto; (ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2); (iii) continued medical, dental, dental and vision and life insurance coverage (excluding accident, accidental death and disability insurance) (“Welfare Benefit Coverage”) for the Executive and the Executive’s eligible dependents or, to the extent such coverage Welfare Benefit Coverage is not commercially available, such other arrangements comparable Welfare Benefit Coverage as reasonably acceptable to determined by the ExecutiveCompany, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive’s Termination, whichever is deemed to provide for more substantial benefits, during a period ending on the Benefit earlier of (A) 18 months following the date of Termination (the “Continuation Period; provided that ”) and (B) the amount commencement of benefits comparable Welfare Benefit Coverage by the Executive receives in any one year shall not affect the amount of benefits he may receive in any with a subsequent yearemployer; and (iviii) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of any applicable Company plan (the applicable plan“Accrued Benefits”). All lump sum payments under this Section 4(b) shall be paid within 10 business days after the Executive’s date of Termination, or, if later, the Change in Control.

Additional Payments and Benefits. The Executive shall also be entitled to receive-------------------------------- to: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s 's accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company an Employer's annual incentive compensation plansplan, (C) plus the pro rata portion of 100% of the Executive’s then-current 's target bonus award under any annual incentive plan for the fiscal year of Termination (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s 's rights thereto;; and (ii) an additional three (3) years of age and service credit and contributions under all of the Company's defined benefit and defined contribution pension plans; provided, however, that in the event that such ----------------- credit and contributions may not be provided without adversely affecting the qualified status of any such pension plan, the Executive shall instead receive a lump-lump sum cash payment amount equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2);benefits; and (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s 's eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive's Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount third anniversary of benefits the date of Termination and (B) the commencement of comparable coverage by the Executive receives in any one year shall not affect the amount of benefits he may receive in any with a subsequent yearemployer; and (iv) full and immediate vesting of all outstanding stock options, stock appreciation rights, restricted stock and other equity-related awards; and (v) for purposes of the Company's Long-Term Bonus Plan or any successor plan, the Executive shall be deemed to have retired under the provisions of the pension plan or other policies of the Company; and (vi) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable plan (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 10 business days after Executive's date of Termination. In determining the actuarial value of the payments under Sections 4(b)(ii) and (iii), above, the actuarial assumptions and methods used in the Company's retirement plans shall be utilized. In the event that there is any issue concerning the application of such assumptions and methods, the Company shall in good faith make any reasonable determination or decision necessary to resolve such discrepancy. Any payment of additional benefits pursuant to Section 4(b)(ii) and (iii) shall be paid from assets of the Company, not from assets of any retirement plan.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual incentive compensation plansthe Bonus Plan, (C) in respect of the Fiscal Year in which the date of Termination occurs, the higher of (x) the pro rata portion of 100% of the Executive’s then-current target Target Bonus and (y) if the Company is exceeding the performance targets established under the Bonus Plan for such Fiscal Year as of the date of Termination, the Executive’s actual annual bonus payable under the Bonus Plan based upon such achievement (as previously established by the Compensation Committee) (the “Target Bonus”), such pro rata portion in either case calculated from January 1 of such year through the date of Termination) (such payment, the Qualifying Event“Pro Rata Bonus”), and (D) any other compensation previously deferred (excluding qualified plan deferrals by the Executive under or into benefit plans of the Company), and (E) an amount equal to any representing the Executive’s accrued but unused vacation paydays, if any, in each case for subsections (A) through (E) above, in full satisfaction of the Executive’s rights thereto; (ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2); (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, accidental death and disability insurance) (“Welfare Benefit Coverage”) for the Executive and the Executive’s eligible dependents or, to the extent such coverage Welfare Benefit Coverage is not commercially available, such other arrangements Welfare Benefit Coverage reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Executive’s Termination, for a period ending on the earlier of (A) the third anniversary of the date of Termination (the “Continuation Period”) and (B) the commencement of comparable Welfare Benefit Coverage by the Executive with a subsequent employer; (iii) continued provision of the perquisites the Executive enjoyed prior to the date of Termination for a period ending on the earlier of (A) the end of the Continuation Period and (B) the receipt by the Executive of comparable perquisites from a subsequent employer; (iv) immediate 100% vesting of all outstanding stock options, stock appreciation rights, phantom stock units and restricted stock granted or issued by the Company prior to, on or upon the Change in Control (to the extent not previously vested on or following the Qualifying Termination, whichever is deemed Change in Control); (v) additional Company contributions under the Company’s qualified defined contribution plan and any other retirement plans in which the Executive participated prior to provide for more substantial benefits, the date of Termination during the Benefit Continuation Period; provided, however, that where such contributions may not be provided that without adversely affecting the amount qualified status of benefits such plan or where such contributions are otherwise prohibited by any such plans, the Executive receives in any one year shall not affect instead receive an additional lump sum payment equal to the amount of benefits he may receive in any subsequent yearcontributions that would have been made during the Continuation Period if the Executive had remained employed with the Company during such period; and (ivvi) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of any applicable Company plan, which vested benefits shall include the applicable Executive’s otherwise unvested account balances in the Company’s qualified defined contribution plan, which shall become vested as of the date of Termination (the “Accrued Benefits”) (with an offset for any amounts paid under Section 4(b)(i)(D), above). All lump sum payments under this Section 4(b) shall be paid within 10 business days after the Executive’s date of Termination, or, if later, the Change in Control. Notwithstanding the foregoing, to the extent Section 3(a)(ii) is applicable, the foregoing shall only apply to such amounts, above or in addition to those paid (or to be paid) on termination under the Employment Agreement and the amounts due under the Employment Agreement shall continue to be paid under the terms of the Employment Agreement.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company the Company’s annual incentive compensation plansplan, (C) plus the pro rata portion of 100% of (I) the Executive’s then-current Bonus or (II) if payable, the target bonus to be paid for the year in which the date of Termination occurs, in either case (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s rights thereto;; and (ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive an annual benefit under the Company’s Amended and Restated Supplemental Executive Retirement Plans Plan (the “SERP”), calculated based on the Executive’s actual full years of service (but in which the Executive is eligible to participate immediately prior to the Qualifying Eventno event less than 5 years of service or more than 10 years of service), assuming that the Executive receives (1) additional service credit unreduced for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2);thereunder; and (iii) unless otherwise provided under the Key Employee Supplemental Medical Plan, continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive’s Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the end of the third anniversary of the date of the Executive’s Termination and (B) the commencement of comparable coverage by the Executive with a subsequent employer. The amount of benefits the Executive receives hereunder in any one year shall not affect the amount of benefits he may receive in any subsequent year; and (iv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above).

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s 's accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company the Company's annual incentive compensation plansplan, (C) plus the pro rata portion of 100% of (I) the Executive’s then-current Bonus or (II) if payable, the target bonus to be paid for the year in which the date of Termination occurs, in either case (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s 's rights thereto;; and (ii) a lump-sum cash payment equal an annual benefit under the Company's Amended and Restated Supplemental Executive Retirement Plan (the "SERP"), calculated based on 10 years of service and unreduced for early retirement thereunder; provided, however, that this provision does not entitle the Executive, if he did not previously participate in the SERP, to participate in the excess of (A) SERP absent the present value occurrence of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans contemplated Change in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2);Control; and (iii) unless otherwise provided under the Key Man Supplemental Medical Plan, continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s 's eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive's Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount end of benefits the third anniversary of the date of the Executive's Termination and (B) the commencement of comparable coverage by the Executive receives in any one year shall not affect the amount of benefits he may receive in any with a subsequent yearemployer; and (iv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 10 business days after Executive's date of Termination; provided, however, that with respect to the SERP benefit set forth in Section 4(b)(ii), above, such benefit shall be payable in accordance with the terms of the SERP.

Additional Payments and Benefits. The Executive shall also be entitled to receiveto: (i) a lump-lump sum cash payment equal to the sum of (A) the Executive’s 's accrued but unpaid annual base salary through the date of Separation from ServiceTermination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual the Company's Executive incentive compensation plansaward program, (C) plus the pro rata portion of 100% the bonus to be paid for the year in which the date of the Executive’s then-current target bonus Termination occurs (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying EventTermination), and (DC) an amount amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case case, in full satisfaction of the Executive’s 's rights thereto;, and (D) an amount, if any, equal to the value of the number of performance units that the Executive would have earned if the performance period for such performance units had ended on the date of the Change in Control or, if greater, the target number of performance units under the award. (ii) a lump-lump sum cash payment equal to the excess aggregate sum of (A) additional pension contributions in an amount equal to the Company's contributions under the Company's 401(k) plan, profit sharing or other savings pension plans (or such other qualified and nonqualified defined contribution pension plans as then in effect) for the two (2) year period following the date of Termination (the "Separation Period") (based on assumed rates of Executive's contributions at the level of participation in effect as of the last date Executive was permitted to participate); and (B) the difference between the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be is entitled to receive under the Supplemental Retirement Plans Company's qualified and nonqualified defined benefit retirement programs in which the Executive is eligible to participate immediately prior to a participant calculated through the Qualifying Event, assuming that date of Termination and the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the discounted present value (i.e., lump sum value) of the payments that annuity benefit the Executive would be entitled to receive under such Supplemental Retirement Plans absent retirement programs calculated after adding an additional five years of credit to age and service up to a maximum of age 65 as if the executive had been paid at the rate used to calculate the payments under Section 4(a), provided that the additional service and age credit credited pursuant credits added with respect to Sections 4(b)(ii)(A)(1) and (2);each retirement program shall not exceed five years when added to any additional credits already provided by the terms of the such programs in respect of the Termination covered hereby. (iii) continued medical, dental, vision vision, and life insurance coverage (excluding accident, death death, and disability insurance) for the Executive and the Executive’s 's eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Executive's Termination, whichever is deemed to provide for more substantial benefits, during for a period ending on the Benefit Continuation Period; provided that earlier of (A) the amount end of benefits the Separation Period or (B) the commencement of comparable coverage by the Executive receives in any one year shall not with a subsequent employer; (iv) unless it would adversely affect the amount Company's ability to use pooling of benefits he may receive interest accounting in a Change in Control transaction in which such accounting is intended to be used, immediate 100% vesting of all outstanding stock options, stock appreciation rights and restricted stock granted or issued by any subsequent yearEmployer to the extent not previously vested on or following the Change of Control; and (ivv) all other accrued or vested benefits and any compensation previously deferred in accordance with the terms of the applicable planplan (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 15 business days after Executive's date of Termination, provided, however, that such payment shall be made 30 days after Termination in the event that the Company requires the Executive to sign a release at the time of Termination. Discounted present value (i.e., lump sum value) for purposes of subsection (ii) above shall be calculated using a discount factor equal to one percentage point below the rate of interest, per annum, publicly announced by The Chase Manhattan Bank, N.A. as its prime rate in effect at its principal office in New York City, and using the actuarial factors set forth in the defined benefit retirement program.