Common use of AMOUNT AND PAYMENT OF BENEFITS Clause in Contracts

AMOUNT AND PAYMENT OF BENEFITS. (i) If Executive becomes eligible for benefits under this Section 1, Executive shall be entitled, upon being Involuntarily Terminated from employment, to receive from the Post-Change Employer, the following benefits: (A) An amount of cash equal to: (a) The greater of two times: (1) Executive's annualized base salary, plus the amount of Executive's annualized car allowance, if any, in effect at the end of the month immediately prior to the Change in Control; or (2) Executive's annualized base salary, plus the amount of Executive's annualized car allowance, if any, in effect at the end of the month immediately prior to the date Executive is Involuntarily Terminated; and (b) The greater of two times: (1) The amount of bonus, if any, paid or accrued to Executive for the most recently ended calendar year immediately prior to the Change in Control; or (2) The amount of bonus, if any, paid or accrued to Executive for the most recently ended calendar year prior to the date Executive is Involuntarily Terminated. The Post-Change Employer shall make the cash payments described in this Subsection 1c(i)(A) as a lump sum payment payable within thirty (30) calendar days after the date that Executive is Involuntarily Terminated, or, at Executive's written request delivered within fifteen (15) calendar days after the date Executive is Involuntarily Terminated, in twelve (12) equal and consecutive monthly installments with the first installment payable within thirty (30) calendar days after the date Executive is Involuntarily Terminated. (B) Standard outplacement services provided by a qualified outplacement agency selected by the Post- Change Employer, which services will be made available for a period of twelve (12) consecutive calendar months from the date Executive is Involuntarily Terminated, or until the date Executive accepts employment with another employer, whichever occurs first; and (C) Compensation for the loss of group medical and dental insurance benefits (excluding coverage under any life or long-term disability programs), which may be provided, at the sole discretion of the Post- Change Employer, by either of the following options: (a) By continuing in effect those group medical and dental insurance benefits which were provided by the Post-Change Employer immediately before Executive was Involuntarily Terminated, on the same terms and conditions which were in effect immediately before Executive was Involuntarily Terminated, provided that such coverage is substantially similar to the coverage (including any dependent coverage) Executive was receiving from the Company immediately prior to the Change in Control, for a period of twenty-four (24) calendar months from the date of Executive is Involuntarily Terminated or until Executive obtains coverage under a group insurance arrangement or program sponsored by a new employer, whichever occurs first; or (b) By payment of a lump sum amount equal to twenty-four (24) times the greater of the following amounts: (1) the monthly premium necessary for Executive to maintain Executive's group medical and dental insurance benefits, pursuant to COBRA, under the plan provided by the Post-Change Employer, net of Executive's required co-payments; or (2) the monthly premium which would have been necessary for Executive to maintain Executive's group medical and dental insurance benefits, pursuant to COBRA, under the plan provided by the Company immediately prior to the Change in Control, net of Executive's required co- payments. (ii) In the event that the payments hereunder, or that the payments hereunder together with any other payments by the Company under any other plan or arrangement, would cause the loss of deductibility of any portion of such payments by the Company under Section 280G of the Internal Revenue Code, then the amounts payable under this Section 1, shall be limited to an amount that would not cause such loss of deduction. Further, in the event that any payments are required to be made by any Post-Change Employer to Executive on or after the date Executive is Involuntarily Terminated, pursuant to any decree, court award, employment agreement or severance agreement (other than under this Agreement), or under any plan or policy of the Post-Change Employer (excluding any retirement, savings or thrift plans), or under the laws of any government (collectively "Other Required Payments"), the amounts payable under this Section 1 shall be reduced by the amount of such Other Required Payments. (iii) Notwithstanding any other provision of this Agreement, Executive shall be entitled to receive, in addition to the payments and benefits provided by this Agreement, any and all wages and vacation pay actually earned and accrued by Executive during the period of Executive's employment, which are unpaid as of the time of Executive's termination from employment.

AMOUNT AND PAYMENT OF BENEFITS. (i) If Executive becomes eligible for benefits under this Section 1, Executive shall be entitled, upon being Involuntarily Terminated from employment, to receive from the Post-Change Employer, the following benefits: (A) An amount of cash equal to: (a) The greater of two timesof: (1) Executive's annualized base salary, plus the amount of Executive's annualized car allowance, if any, in effect at the end of the month immediately prior to the Change in Control; or (2) Executive's annualized base salary, plus the amount of Executive's annualized car allowance, if any, in effect at the end of the month immediately prior to the date Executive is Involuntarily Terminated; and (b) The greater of two timesof: (1) The amount of bonus, if any, paid or accrued to Executive for the most recently ended calendar year immediately prior to the Change in Control; or (2) The amount of bonus, if any, paid or accrued to Executive for the most recently ended calendar year prior to the date Executive is Involuntarily Terminated. The Post-Change Employer shall make the cash payments described in this Subsection 1c(i)(A) as a lump sum payment payable within thirty (30) calendar days after the date that Executive is Involuntarily Terminated, or, at Executive's written request delivered within fifteen (15) calendar days after the date Executive is Involuntarily Terminated, in twelve (12) equal and consecutive monthly installments with the first installment payable within thirty (30) calendar days after the date Executive is Involuntarily Involuntary Terminated. (B) Standard outplacement services provided by a qualified outplacement out-placement agency selected by the Post- Post-Change Employer, which services will be made available for a period of twelve (12) consecutive calendar months from the date Executive is Involuntarily Terminated, or until the date Executive accepts employment with another employer, whichever occurs first; and and (C) Compensation for the loss of group medical and dental insurance benefits (excluding coverage under any life or long-term disability programs), which may be provided, at the sole discretion of the Post- Post-Change Employer, by either of the following options: : (a) By continuing in effect those group medical and dental insurance benefits which were provided by the Post-Change Employer immediately before Executive was Involuntarily Terminated, on the same terms and conditions which were in effect immediately before Executive was Involuntarily Terminated, provided that such coverage is substantially similar to the coverage (including any dependent coverage) Executive was receiving from the Company immediately prior to the Change in Control, for a period of twenty-four twelve (2412) calendar months from the date of Executive is Involuntarily Terminated or until Executive obtains coverage under a group insurance arrangement or program sponsored by a new employer, whichever occurs first; or (b) By payment of a lump sum amount equal to twenty-four (24) times the greater of the following amounts: (1) the monthly premium necessary for Executive to maintain Executive's group medical and dental insurance benefits, pursuant to COBRA, under the plan provided by the Post-Change Employer, net of Executive's required co-payments; or (2) the monthly premium which would have been necessary for Executive to maintain Executive's group medical and dental insurance benefits, pursuant to COBRA, under the plan provided by the Company immediately prior to the Change in Control, net of Executive's required co- payments. (ii) In the event that the payments hereunder, or that the payments hereunder together with any other payments by the Company under any other plan or arrangement, would cause the loss of deductibility of any portion of such payments by the Company under Section 280G of the Internal Revenue Code, then the amounts payable under this Section 1, shall be limited to an amount that would not cause such loss of deduction. Further, in the event that any payments are required to be made by any Post-Change Employer to Executive on or after the date Executive is Involuntarily Terminated, pursuant to any decree, court award, employment agreement or severance agreement (other than under this Agreement), or under any plan or policy of the Post-Change Employer (excluding any retirement, savings or thrift plans), or under the laws of any government (collectively "Other Required Payments"), the amounts payable under this Section 1 shall be reduced by the amount of such Other Required Payments. (iii) Notwithstanding any other provision of this Agreement, Executive shall be entitled to receive, in addition to the payments and benefits provided by this Agreement, any and all wages and vacation pay actually earned and accrued by Executive during the period of Executive's employment, which are unpaid as of the time of Executive's termination from employment.insurance

AMOUNT AND PAYMENT OF BENEFITS. (i) If Executive becomes eligible for benefits under this Section 1, Executive shall be entitled, upon being Involuntarily Terminated from employment, to receive from the Post-Change Employer, the following benefits: (A) An amount of cash equal to: (a) The greater of two one and one half times: (1) Executive's annualized base salary, plus the amount of Executive's annualized car allowance, if any, in effect at the end of the month immediately prior to the Change in Control; or (2) Executive's annualized base salary, plus the amount of Executive's annualized car allowance, if any, in effect at the end of the month immediately prior to the date Executive is Involuntarily Terminated; and and (b) The greater of two one and one half times: (1) The amount of bonus, if any, paid or accrued to Executive for the most recently ended calendar year immediately prior to the Change in Control; or (2) The amount of bonus, if any, paid or accrued to Executive for the most recently ended calendar year prior to the date Executive is Involuntarily Terminated. The Post-Change Employer shall make the cash payments described in this Subsection 1c(i)(A) as a lump sum payment payable within thirty (30) calendar days after the date that Executive is Involuntarily Terminated, or, at Executive's written request delivered within fifteen (15) calendar days after the date Executive is Involuntarily Terminated, in twelve (12) equal and consecutive monthly installments with the first installment payable within thirty (30) calendar days after the date Executive is Involuntarily Terminated. (B) Standard outplacement services provided by a qualified outplacement agency selected by the Post- Post-Change Employer, which services will be made available for a period of twelve (12) consecutive calendar months from the date Executive is Involuntarily Terminated, or until the date Executive accepts employment with another employer, whichever occurs first; and and (C) Compensation for the loss of group medical and dental insurance benefits (excluding coverage under any life or long-term disability programs), which may be provided, at the sole discretion of the Post- Post-Change Employer, by either of the following options: : (a) By continuing in effect those group medical and dental insurance benefits which were provided by the Post-Change Employer immediately before Executive was Involuntarily Terminated, on the same terms and conditions which were in effect immediately before Executive was Involuntarily Terminated, provided that such coverage is substantially similar to the coverage (including any dependent coverage) Executive was receiving from the Company immediately prior to the Change in Control, for a period of twenty-four eighteen (2418) calendar months from the date of Executive is Involuntarily Terminated or until Executive obtains coverage under a group insurance arrangement or program sponsored by a new employer, whichever occurs first; or (b) By payment of a lump sum amount equal to twenty-four (24) times the greater of the following amounts: (1) the monthly premium necessary for Executive to maintain Executive's group medical and dental insurance benefits, pursuant to COBRA, under the plan provided by the Post-Change Employer, net of Executive's required co-payments; or (2) the monthly premium which would have been necessary for Executive to maintain Executive's group medical and dental insurance benefits, pursuant to COBRA, under the plan provided by the Company immediately prior to the Change in Control, net of Executive's required co- payments. (ii) In the event that the payments hereunder, or that the payments hereunder together with any other payments by the Company under any other plan or arrangement, would cause the loss of deductibility of any portion of such payments by the Company under Section 280G of the Internal Revenue Code, then the amounts payable under this Section 1, shall be limited to an amount that would not cause such loss of deduction. Further, in the event that any payments are required to be made by any Post-Change Employer to Executive on or after the date Executive is Involuntarily Terminated, pursuant to any decree, court award, employment agreement or severance agreement (other than under this Agreement), or under any plan or policy of the Post-Change Employer (excluding any retirement, savings or thrift plans), or under the laws of any government (collectively "Other Required Payments"), the amounts payable under this Section 1 shall be reduced by the amount of such Other Required Payments. (iii) Notwithstanding any other provision of this Agreement, Executive shall be entitled to receive, in addition to the payments and benefits provided by this Agreement, any and all wages and vacation pay actually earned and accrued by Executive during the period of Executive's employment, which are unpaid as of the time of Executive's termination from employment.insurance

AMOUNT AND PAYMENT OF BENEFITS. (i) If Executive becomes eligible for benefits under this Section 1, Executive shall be entitled, upon being Involuntarily Terminated from employment, to receive from the Post-Change Employer, the following benefits: (A) An amount of cash equal to: (a) The greater of two one and one half times: (1) Executive's annualized base salary, plus the amount of Executive's annualized car allowance, if any, in effect at the end of the month immediately prior to the Change in Control; or (2) Executive's annualized base salary, plus the amount of Executive's annualized car allowance, if any, in effect at the end of the month immediately prior to the date Executive is Involuntarily Terminated; and (b) The greater of two one and one half times: (1) The amount of bonus, if any, paid or accrued to Executive for the most recently ended calendar year immediately prior to the Change in Control; or (2) The amount of bonus, if any, paid or accrued to Executive for the most recently ended calendar year prior to the date Executive is Involuntarily Terminated. 100 The Post-Change Employer shall make the cash payments described in this Subsection 1c(i)(A) as a lump sum payment payable within thirty (30) calendar days after the date that Executive is Involuntarily Terminated, or, at Executive's written request delivered within fifteen (15) calendar days after the date Executive is Involuntarily Terminated, in twelve (12) equal and consecutive monthly installments with the first installment payable within thirty (30) calendar days after the date Executive is Involuntarily Terminated. (B) Standard outplacement services provided by a qualified outplacement agency selected by the Post- Post-Change Employer, which services will be made available for a period of twelve (12) consecutive calendar months from the date Executive is Involuntarily Terminated, or until the date Executive accepts employment with another employer, whichever occurs first; and (C) Compensation for the loss of group medical and dental insurance benefits (excluding coverage under any life or long-term disability programs), which may be provided, at the sole discretion of the Post- Post-Change Employer, by either of the following options: (a) By continuing in effect those group medical and dental insurance benefits which were provided by the Post-Change Employer immediately before Executive was Involuntarily Terminated, on the same terms and conditions which were in effect immediately before Executive was Involuntarily Terminated, provided that such coverage is substantially similar to the coverage (including any dependent coverage) Executive was receiving from the Company immediately prior to the Change in Control, for a period of twenty-four eighteen (2418) calendar months from the date of Executive 101 is Involuntarily Terminated or until Executive obtains coverage under a group insurance arrangement or program sponsored by a new employer, whichever occurs first; or (b) By payment of a lump sum amount equal to twenty-four eighteen (2418) times the greater of the following amounts: (1) the monthly premium necessary for Executive to maintain Executive's group medical and dental insurance benefits, pursuant to COBRA, under the plan provided by the Post-Post- Change Employer, net of Executive's required co-co- payments; or (2) the monthly premium which would have been necessary for Executive to maintain Executive's group medical and dental insurance benefits, pursuant to COBRA, under the plan provided by the Company immediately prior to the Change in Control, net of Executive's required co- co-payments. (ii) In the event that the payments hereunder, or that the payments hereunder together with any other payments by the Company under any other plan or arrangement, would cause the loss of deductibility of any portion of such payments by the Company under Section 280G of the Internal Revenue Code, then the amounts payable under this Section 1, shall be limited to an amount that would not cause such loss of deduction. Further, in the event that any payments are required to be made by any Post-Change Employer to Executive on or after the date Executive is Involuntarily Terminated, pursuant to any decree, court award, employment agreement or severance agreement (other than under this Agreement), or under any plan or policy of the Post-Change Employer (excluding any retirement, savings or thrift plans), or under the laws of any government (collectively "Other Required Payments"), the amounts payable under this Section 1 shall be reduced by the amount of such Other Required Payments. (iii) Notwithstanding any other provision of this Agreement, Executive shall be entitled to receive, in addition to the payments and benefits provided by this Agreement, any and all wages and vacation pay actually earned and accrued by Executive during the period of Executive's employment, which are unpaid as of the time of Executive's termination from employment.

AMOUNT AND PAYMENT OF BENEFITS. (i) If Executive becomes eligible for benefits under this Section 1, Executive shall be entitled, upon being Involuntarily Terminated from employment, to receive from the Post-Change Employer, the following benefits: (A) An amount of cash equal to: (a) The greater of two one and one half times: (1) Executive's annualized base salary, plus the amount of Executive's annualized car allowance, if any, in effect at the end of the month immediately prior to the Change in Control; or (2) Executive's annualized base salary, plus the amount of Executive's annualized car allowance, if any, in effect at the end of the month immediately prior to the date Executive is Involuntarily Terminated; and (b) The greater of two one and one half times: (1) The amount of bonus, if any, paid or accrued to Executive for the most recently ended calendar year immediately prior to the Change in Control; or (2) The amount of bonus, if any, paid or accrued to Executive for the most recently ended calendar year prior to the date Executive is Involuntarily Terminated. The Post-Change Employer shall make the cash payments described in this Subsection 1c(i)(A) as a lump sum payment payable within thirty (30) calendar days after the date that Executive is Involuntarily Terminated, or, at Executive's written request delivered within fifteen (15) calendar days after the date Executive is Involuntarily Terminated, in twelve (12) equal and consecutive monthly installments with the first installment payable within thirty (30) calendar days after the date Executive is Involuntarily Terminated. (B) Standard outplacement services provided by a qualified outplacement agency selected by the Post- Post-Change Employer, which services will be made available for a period of twelve (12) consecutive calendar months from the date Executive is Involuntarily Terminated, or until the date Executive accepts employment with another employer, whichever occurs first; and (C) Compensation for the loss of group medical and dental insurance benefits (excluding coverage under any life or long-term disability programs), which may be provided, at the sole discretion of the Post- Post-Change Employer, by either of the following options: (a) By continuing in effect those group medical and dental insurance benefits which were provided by the Post-Change Employer immediately before Executive was Involuntarily Terminated, on the same terms and conditions which were in effect immediately before Executive was Involuntarily Terminated, provided that such coverage is substantially similar to the coverage (including any dependent coverage) Executive was receiving from the Company immediately prior to the Change in Control, for a period of twenty-four eighteen (2418) calendar months from the date of Executive is Involuntarily Terminated or until Executive obtains coverage under a group insurance arrangement or program sponsored by a new employer, whichever occurs first; or (b) By payment of a lump sum amount equal to twenty-four eighteen (2418) times the greater of the following amounts: (1) the monthly premium necessary for Executive to maintain Executive's group medical and dental insurance benefits, pursuant to COBRA, under the plan provided by the Post-Post- Change Employer, net of Executive's required co-payments; or (2) the monthly premium which would have been necessary for Executive to maintain Executive's group medical and dental insurance benefits, pursuant to COBRA, under the plan provided by the Company immediately prior to the Change in Control, net of Executive's required co- co-payments. (ii) In the event that the payments hereunder, or that the payments hereunder together with any other payments by the Company under any other plan or arrangement, would cause the loss of deductibility of any portion of such payments by the Company under Section 280G of the Internal Revenue Code, then the amounts payable under this Section 1, shall be limited to an amount that would not cause such loss of deduction. Further, in the event that any payments are required to be made by any Post-Change Employer to Executive on or after the date Executive is Involuntarily Terminated, pursuant to any decree, court award, employment agreement or severance agreement (other than under this Agreement), or under any plan or policy of the Post-Change Employer (excluding any retirement, savings or thrift plans), or under the laws of any government (collectively "Other Required Payments"), the amounts payable under this Section 1 shall be reduced by the amount of such Other Required Payments. (iii) Notwithstanding any other provision of this Agreement, Executive shall be entitled to receive, in addition to the payments and benefits provided by this Agreement, any and all wages and vacation pay actually earned and accrued by Executive during the period of Executive's employment, which are unpaid as of the time of Executive's termination from employment.