Common use of Additional Payments and Benefits Clause in Contracts

Additional Payments and Benefits. The Executive shall also be entitled to: (i) a lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Termination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to the Company’s annual incentive compensation plan, plus the pro rata portion of (I) the Bonus or (II) if payable, the target bonus to be paid for the year in which the date of Termination occurs, in either case (calculated through the date of Termination), and (C) an amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case, in full satisfaction of 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 (but in no event less than 5 years of service), unreduced for early retirement thereunder; provided, however, that if the Executive has attained 8 1/3 actual years of service or more, his annual benefit pursuant to this Section 4(b)(ii) shall be calculated based on 8 1/3 years of service, unreduced for early retirement under the SERP; and provided, further, that nothing in this Section 4(b)(ii) shall entitle the Executive, if he did not previously participate in the SERP, to participate in the SERP absent the occurrence of the contemplated 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 Company’s Top Hat Restoration Plan; and (iii) unless otherwise provided under the Key Employee Supplemental Medical Plan, 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 prior to the Change in Control or the Executive’s Termination, whichever is deemed to provide for more substantial benefits, for a period ending on the earlier of (A) the end of the second 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 in accordance with the terms of the applicable plan (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: (i) 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 Termination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to the Company’s 's annual incentive compensation plan, plus the pro rata portion of (I) the Bonus or (II) if payable, the target bonus to be paid for the year in which the date of Termination occurs, in either case (calculated through the date of Termination), and (C) an amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case, in full satisfaction of Executive’s 's rights thereto; and (ii) an annual benefit under the Company’s 's Amended and Restated Supplemental Executive Retirement Plan (the “"SERP”"), calculated based on the Executive’s 's actual full years of service (but in no event less than 5 years of service), ) and unreduced for early retirement thereunder; provided, however, that if the Executive has attained 8 1/3 actual years of service or more, his annual benefit pursuant to this Section 4(b)(ii) shall be calculated based on 8 1/3 years of service, unreduced for early retirement under the SERP; and provided, further, that nothing in this Section 4(b)(ii) shall entitle the Executive, if he did not previously participate in the SERP, to participate in the SERP absent the occurrence of the contemplated Change in Control; and provided, further, that the Executive’s 's benefit pursuant to this Section 4(b)(ii), if payable, shall be in lieu of any amount payable to him pursuant to the Company’s 's Top Hat Restoration Plan; and (iii) unless otherwise provided under the Key Employee Man Supplemental Medical Plan, continued medical, dental, vision, and life insurance coverage (excluding accident, 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 prior to the Change in Control or the Executive’s 's Termination, whichever is deemed to provide for more substantial benefits, for a period ending on the earlier of (A) the end of the second anniversary of the date of the Executive’s '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 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; 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 Provided that the Executive has not revoked the release contained in Section 9 hereof, and provided that the Executive complies with Sections 6 and 7 hereof and complies in all material respects with Section 13 hereof, the Company shall make the payments and provide the benefits set forth in this Section 3, it being understood that if the Executive fails to comply with Section 6 or 7 hereof or fails to comply with Section 13 hereof in any material respect and if such failure is not intentional, the Executive shall also have 30 days to cure such failure, to the extent that such failure is subject to cure, and if the Executive effects such cure within such 30-day period, the Company's obligations pursuant to this Section 3 shall not be entitled toaffected by such failure: (ia) As soon as reasonably practicable following the Employment Termination Date, the Company shall pay to the Executive the amount determined by subtracting the amount payable pursuant to Section 2(b)(ii) hereof from the amount the Executive would have received under the Company's Capital Accumulation Plans if the balance were compounded at 12% per annum; (b) During the period commencing on January 1, 2002 and ending December 31, 2002, Company shall pay to the Executive the aggregate amount of $235,000, payable in twelve equal monthly installments in accordance with the Company's retirement payroll practices; (c) Company shall pay to the Executive, in October, 2002, a pro-rata share of his target bonus for fiscal year 2002 in a lump sum cash payment equal to $26,438. (d) All stock options granted to the sum Executive prior to January 1, 2001, which shall be outstanding on the Employment Termination Date and shall not have become exercisable, shall become exercisable in full, effective as of (A) the Executive’s accrued but unpaid annual base salary through Employment Termination Date, and the agreement relating to each stock option granted to the Executive and outstanding on the date hereof shall be amended to provide that the period during which such stock option may be exercised shall end on the date which is 90 days following the Employment Termination Date or on the date of Terminationexpiration of such stock option, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to the Company’s annual incentive compensation plan, plus the pro rata portion of (I) the Bonus or (II) if payable, the target bonus to be paid for the year in which the date of Termination occurs, in either case (calculated through the date of Termination)whichever occurs first, and (C) an amount, each such stock option shall expire if any, equal not exercised prior to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case, in full satisfaction of Executive’s rights theretosuch date; and (iie) 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 (but in no event less than 5 years of service), unreduced for early retirement thereunder; provided, however, that if the Executive has attained 8 1/3 actual years of service or more, his annual benefit pursuant to this Section 4(b)(ii) shall be calculated based on 8 1/3 years of service, unreduced for early retirement under the SERP; and provided, further, that nothing in this Section 4(b)(ii) shall entitle the Executive, if he did not previously participate in the SERP, to participate in the SERP absent the occurrence of the contemplated 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 Company’s Top Hat Restoration Plan; and (iii) unless otherwise provided under the Key Employee Supplemental Medical Plan, 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 prior to the Change in Control or the Executive’s Termination, whichever is deemed to provide for more substantial benefitsThe Company shall, for a period ending on the earlier of (A) the end of the second anniversary of one year from the date of the Executive’s Employment Termination Date and (B) the commencement at its sole expense, not to exceed 15% of comparable coverage by base salary, provide the Executive with a subsequent employer. The amount outplacement services, the scope and provider of benefits which shall be selected by 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 in accordance with the terms of the applicable plan (with an offset for any amounts paid under Section 4(b)(i)(C), above)Executive.

Additional Payments and Benefits. The Executive shall also be entitled to: (i) a lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Termination, (B) the unpaid portion, if any, of bonuses previously earned by Provided that the Executive pursuant to has not revoked the Company’s annual incentive compensation planrelease contained in Section 9 hereof, plus and provided that the pro rata portion of (I) the Bonus or (II) if payableExecutive complies with Sections 6 and 7 hereof and complies in all material respects with Section 13 hereof, the target bonus to be paid for Company shall make the year payments and provide the benefits set forth in which the date of Termination occursthis Section 3, in either case (calculated through the date of Termination), and (C) an amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case, in full satisfaction of 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 (but in no event less than 5 years of service), unreduced for early retirement thereunder; provided, however, it being understood that if the Executive has attained 8 1/3 actual years of service fails to comply with Section 6 or more7 hereof or fails to comply with Section 13 hereof in any material respect and if such failure is not intentional, his annual benefit the Executive shall have 30 days to cure such failure, to the extent that such failure is subject to cure, and if the Executive effects such cure within such 30-day period, the Company's obligations pursuant to this Section 4(b)(ii3 shall not be affected by such failure: (a) As soon as reasonably practicable following the Employment Termination Date, the Company shall be calculated based on 8 1/3 years deliver to the Executive the shares of service, unreduced common stock of the Company accrued for early retirement the benefit of the Executive under the SERP; and providedCompany's Deferred Executive Incentive Plan, furtherthe number of which shares currently is 7,197; (b) As soon as reasonably practicable following the Employment Termination Date, that nothing in this the Company shall pay to the Executive the amount of $133,610, being the amount determined by subtracting the amount payable pursuant to Section 4(b)(ii2(b)(ii) shall entitle hereof from the amount the Executive would have received under the Company's Capital Accumulation Plans if the Executive's employment had terminated on the Employment Termination Date by reason of retirement; (c) During the period commencing on the day next following the Employment Termination Date and ending one year following the Employment Termination Date, if he did not previously participate the Company shall pay to the Executive amounts which in the SERP, to participate in the SERP absent the occurrence of the contemplated 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 Company’s Top Hat Restoration Plan; and (iii) unless otherwise provided under the Key Employee Supplemental Medical Plan, 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 aggregate are equal to the Executive's current annual base salary, on at the same basis as rate of $330,000 per year, payable in effect prior to the Change in Control or the Executive’s Termination, whichever is deemed to provide for more substantial benefits, for a period ending on the earlier of (A) the end of the second 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 bi-weekly installments in accordance with the terms Company's regular payroll practices; (d) As an additional severance benefit, the Company shall pay to the Executive the aggregate amount of $70,000, such aggregate amount to be paid in equal bi-weekly installments during the period commencing on the day next following the Employment Termination Date and ending one year following the Employment Termination Date, such payments to be made at the time of payment of the applicable plan (with an offset for any amounts paid under specified in Section 4(b)(i)(C), above).3(c) hereof;

Additional Payments and Benefits. The Provided that the Executive has not revoked the release contained in Section 9 hereof, and provided that the Executive complies with Sections 6 and 7 hereof and complies in all material respects with Section 13 hereof, the Company shall make the payments and provide the benefits set forth in this Section 3, it being understood that if the Executive fails to comply with Section 6 or 7 hereof or fails to comply with Section 13 hereof in any material respect and if such failure is not intentional, the Executive shall also have 30 days to cure such failure, to the extent that such failure is subject to cure, and if the Executive effects such cure within such 30-day period, the Company's obligations pursuant to this Section 3 shall not be entitled toaffected by such failure: (ia) a lump sum cash payment As soon as reasonably practicable following the Employment Termination Date, the Company shall pay to the Executive the amount determined by subtracting the amount payable pursuant to Section 2(b)(ii) hereof from the amount the Executive would have received under the Company's Capital Accumulation Plans if the balance were compounded at 12% per annum; (b) During the period commencing on the day next following the Employment Termination Date and ending one year following the Employment Termination Date, the Company shall pay to the Executive amounts which in the aggregate are equal to the sum of (A) the Executive’s accrued but unpaid 's current annual base salary through and target cash bonus for twelve months, at the rate of $312,200 per year, payable in semi-monthly installments in accordance with the Company's regular payroll practices; (c) All stock options granted to the Executive which shall be outstanding on the Employment Termination Date and shall not have become exercisable, shall become exercisable in full, effective as of the Employment Termination Date, and the agreement relating to each stock option granted to the Executive and outstanding on the date hereof shall be amended to provide that the period during which such stock option may be exercised shall end on the date which is 90 days following the Employment Termination Date or on the date of Terminationexpiration of such stock option, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to the Company’s annual incentive compensation plan, plus the pro rata portion of (I) the Bonus or (II) if payable, the target bonus to be paid for the year in which the date of Termination occurs, in either case (calculated through the date of Termination)whichever occurs first, and (C) an amount, each such stock option shall expire if any, equal not exercised prior to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case, in full satisfaction of Executive’s rights theretosuch date; and (iid) an annual benefit under The Company shall, at its sole expense, not to exceed 15% of base salary, provide the Company’s Amended Executive with outplacement services, the scope and Restated Supplemental Executive Retirement Plan (the “SERP”), calculated based on provider of which shall be selected by the Executive’s actual full years of service (but in no event less than 5 years of service), unreduced for early retirement thereunder; provided, however, provided that if the Executive has attained 8 1/3 actual years of service or more, his annual benefit pursuant to this Section 4(b)(ii) shall be calculated based on 8 1/3 years of service, unreduced for early retirement under notifies the SERP; and provided, further, that nothing in this Section 4(b)(ii) shall entitle Company within 30 days following the Executive, if he did not previously participate in the SERP, to participate in the SERP absent the occurrence of the contemplated Change in Control; and provided, further, Employment Termination Date that the Executive’s benefit pursuant Executive has elected not to this Section 4(b)(ii)use outplacement services, if payable, the Company shall be in lieu of any amount payable to him pursuant pay to the Company’s Top Hat Restoration Plan; and (iii) unless otherwise provided under the Key Employee Supplemental Medical Plan, 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 prior to the Change in Control or the Executive’s Termination, whichever is deemed to provide for more substantial benefits, for a period ending on the earlier of (A) the end of the second 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 equal to 10% base salary within 15 days following receipt of benefits he may receive in any subsequent year; and (iv) all other accrued or vested benefits in accordance with the terms of the applicable plan (with an offset for any amounts paid under Section 4(b)(i)(C), above)such notice.