Common use of Benefits Upon a Change in Control Clause in Contracts

Benefits Upon a Change in Control. The Executive's rights upon a termination of employment that occurs following a Change in Control shall be as specified in Section 5 generally for termination of employment, except (i) the amount payable under 5(a)(i)(B) shall be three times the sum of (x) the Executive's Annual Base Salary and (y) the Target Bonus; (ii) the benefits under Section 5(a)(iv) shall be provided for three years after the Date of Termination and the Executive's eligibility (but not the time of commencement of such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Option Award shall have vested in accordance with Section 3(d)(i); and (iv) the Executive shall be paid within 15 days after the Date of Termination, an amount equal to the excess of (A) the actuarial equivalent of the benefit under the Company's applicable qualified defined benefit retirement plan in which the Executive is participating immediately prior to his Date of Termination (the "Retirement Plan") (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the Date of this Agreement), any SERPs in which the Executive participates and, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("Other Pension Benefits") which the Executive would receive if the Executive's employment continued for three additional years beyond the Date of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Target Bonus, over (B) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, the SERPs and Other Pension Benefits as of the Date of Termination (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the date of this Agreement).

Benefits Upon a Change in Control. The Executive's rights upon a termination If (i) during the term of employment that occurs following this Agreement and while Executive remains an employee of the Companies, the Companies shall be subject to a Change in Control shall be as specified in Section 5 generally for termination of employment, except (i) the amount payable under 5(a)(i)(B) shall be three times the sum of (x) the Executive's Annual Base Salary and (y) the Target Bonus; (ii) within one (1) year following such Change in Control the benefits under Section 5(a)(iv) shall be provided for three years after Companies terminate the Date employment of Termination Executive involuntarily and the Executive's eligibility (but not the time of commencement of without Cause, then in such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Option Award shall have vested in accordance with Section 3(d)(i); and (iv) the case Executive shall be paid within 15 days after entitled to receive the following: (A) Executive's unpaid Base Salary accrued through the Date of Termination, an amount equal plus (B) the maximum Bonus available to the excess of (AEmployee under SECTION 4(B) for the actuarial equivalent of the benefit under the Company's applicable qualified defined benefit retirement plan year in which the Executive is participating immediately prior to his Date of Termination (the "Retirement Plan") (utilizing the rate used to determine lump sums andtermination occurs, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the Date of this Agreement), any SERPs in which the Executive participates and, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("Other Pension Benefits") which the Executive would receive if the Executive's employment continued for three additional years beyond pro-rated through the Date of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual plus (C) Base Salary as in effect immediately prior to payable under SECTION 4(A) for a full one (1) year period commencing on the Date of Termination and assuming a bonus in each year during Termination, such deemed additional period equal Base Salary to be paid to the Target BonusEmployee in accordance with the Companies’ normal payroll practices over the course of such additional one year period, over plus (BD) the actuarial equivalent maximum Bonus available to the Employee under SECTION 4(B) for the one (1) year period commencing on the Date of Termination, such Bonus to be paid to the Employee in accordance with the Companies’ normal payroll practices over the course of such additional one year period, and (E) to the extent required by COBRA only, continuation of group health benefits pursuant to the Companies’ standard programs or in effect at the Date of Termination, for a period of not less than 18 months (or such longer period as may be required by COBRA), provided that Executive makes the necessary conversion. If during the term of this Agreement and while Executive remains an employee of the Companies, the Companies shall be subject to a Change in Control, then in such case Executive shall be entitled to vesting of all of the Executive's actual benefit unvested Options and other options, warrants and rights relating to capital stock of the Companies which shall immediately become exercisable and the term of any such options (paid or payableincluding the Options), if any, under the Retirement Plan, the SERPs warrants and Other Pension Benefits as of the Date of Termination (utilizing the rate used to determine lump sums and, rights shall be extended to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to fifth anniversary of the date of this Agreement)such Change in Control.

Benefits Upon a Change in Control. The (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive's rights upon a termination ’s employment occurs either in contemplation of employment that occurs such Change in Control1 or within twelve (12) months following a Change in Control shall be as specified in Section 5 generally for termination of employmentControl2, except then: (i) Within ten (10) days following the amount payable under 5(a)(i)(BTermination Date, the Company shall pay Executive a lump sum equal to (A) shall be three times the sum twelve (12) months of Base Compensation (xwithout giving effect to any salary reduction program then in effect), plus (B) the Executive's Annual Base Salary and (y) the Target Bonus; (ii) the benefits under Section 5(a)(iv) shall be provided for three years after the Date of Termination and the Executive's eligibility (but not the time of commencement of such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Option Award shall have vested in accordance with Section 3(d)(i); and (iv) the Executive shall be paid within 15 days after the Date of Termination, an amount equal to the excess of (A) the actuarial equivalent average of the benefit under short-term variable compensation plan (currently the Company's applicable qualified defined benefit retirement Annual Incentive Plan, and for prior years the annual variable compensation plan called the “MBO”, and together with any future short-term variable compensation plan, collectively hereinafter referred to as the “Short Term Plan”) payments earned by the Executive over the last five (5) years in which the Executive is participating immediately prior to his Date was employed with the Company on December 31st of Termination such year (the "Retirement Plan"“Five Year Average Amount”), plus (C) a pro-rata amount (utilizing based on the rate used to determine lump sums andnumber of full months worked during the calendar year during which the Termination Date occurs) of the Five Year Average Amount. (ii) If at the Termination Date, to payment has not been made under the extent applicable, other actuarial assumptions no less favorable to the Executive than those Short Term Plan that was in effect under during the Retirement Plan immediately calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated. (iii) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Plan or, if such plan has been terminated prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay the Executive a lump sum amount (the “Medical Plan Payment”) equal to the present value of the benefits for which the Executive qualified prior to the termination of such plan. The present value of such benefits shall be determined actuarially based on the actual cost of replacing the benefits as of the Termination Date.3 If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination Date. 1 For purposes of this Agreement, “occurring in contemplation of a Change in Control” means an Involuntary Termination occurring within one (1) month prior to an actual Change in Control. It shall also include any termination if the termination was a condition of a party other than the Company to entry into an agreement, the consummation of which would cause a Change in Control (an “Acquisition Agreement”), whether or not such person actually enters into such agreement. Finally, it shall also include any SERPs in which the Executive participates and, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("Other Pension Benefits") which the Executive would receive Involuntary Termination if the Executive's employment continued actions constituting grounds for three additional years beyond Involuntary Termination were taken at the Date request or direction of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Target Bonus, over (B) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, the SERPs and Other Pension Benefits as of the Date of Termination (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the date of this person who has entered into an Acquisition Agreement).

Benefits Upon a Change in Control. The (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive's rights upon a termination ’s employment occurs either in contemplation of employment that occurs such Change in Control1 or within twelve (12) months following a Change in Control shall be as specified in Section 5 generally for termination of employmentControl2, except then: (i) Within ten (10) days following the amount payable under 5(a)(i)(BTermination Date, the Company shall pay Executive a lump sum equal to (A) shall be three times the sum twelve (12) months of Base Compensation (xwithout giving effect to any salary reduction program currently in effect), plus (B) the Executive's Annual Base Salary and (y) the Target Bonus; (ii) the benefits under Section 5(a)(iv) shall be provided for three years after the Date of Termination and the Executive's eligibility (but not the time of commencement of such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Option Award shall have vested in accordance with Section 3(d)(i); and (iv) the Executive shall be paid within 15 days after the Date of Termination, an amount equal to the excess of (A) the actuarial equivalent average of the benefit under short-term variable compensation plan (currently the Company's applicable qualified defined benefit retirement Annual Incentive Plan, and for prior years the annual variable compensation plan called the “MBO”, and together with any future short-term variable compensation plan, collectively hereinafter referred to as the “Short Term Plan”) payments earned by the Executive over the last five (5) years in which the Executive is participating immediately prior to his Date was employed with the Company on December 31st of Termination such year (the "Retirement Plan"“Five Year Average Amount”), plus (C) a pro-rata amount (utilizing based on the rate used to determine lump sums andnumber of full months worked during the calendar year during which the Termination Date occurs) of the Five Year Average Amount. (ii) If at the Termination Date, to payment has not been made under the extent applicable, other actuarial assumptions no less favorable to the Executive than those Short Term Plan that was in effect under during the Retirement Plan immediately calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated. (iii) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Executive Retiree Medical Benefit Plan or, if such plan has been terminated prior to the Termination Date, within ten (10) days following the Termination Date, the Company shall pay the Executive a lump sum amount (the “Medical Plan Payment”) equal to the present value of the benefits for which the Executive qualified prior to the termination of such plan. The present value of such benefits shall be determined actuarially based on the actual cost of replacing the benefits as of the Termination Date.3 If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the 1 For purposes of this Agreement, “occurring in contemplation of a Change in Control” means an Involuntary Termination occurring within one (1) month prior to an actual Change in Control. It shall also include any termination if the termination was a condition of a party other than the Company to entry into an agreement, the consummation of which would cause a Change in Control (an “Acquisition Agreement”), whether or not such person actually enters into such agreement. Finally, it shall also include any SERPs in which the Executive participates and, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("Other Pension Benefits") which the Executive would receive Involuntary Termination if the Executive's employment continued actions constituting grounds for three additional years beyond Involuntary Termination were taken at the Date request or direction of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Target Bonus, over (B) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, the SERPs and Other Pension Benefits as of the Date of Termination (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the date of this person who has entered into an Acquisition Agreement).

Benefits Upon a Change in Control. Upon the occurrence of a Change in Control during the Employment Period, the Stock Award shall continue in effect and vest (or be forfeited) in accordance with provisions of this Agreement as though no Change in Control had occurred, except that, as appropriate, the shares of Stock of the Stock Award shall be treated the same as all other shares of Stock of Enterprise. The Executive's rights upon a termination of employment that occurs following a Change in Control shall be as specified in Section 5 generally for termination of employment, except (i) the amount payable under 5(a)(i)(B) shall be three times the sum of (x) the Executive's Annual Base Salary and (y) the Target Bonus; (ii) the benefits under Section 5(a)(iv) shall be provided for three years after the Date of Termination and the Executive's eligibility (but not the time of commencement of such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; , and (iii) the Option Award shall have vested in accordance with Section 3(d)(i); and (iv) the Executive shall be paid within 15 days after the Date of Termination, an amount equal to the excess of (A) the actuarial equivalent of the benefit under the Company's applicable qualified defined benefit retirement plan in which the Executive is participating immediately prior to his Date of Termination (the "Retirement Plan") (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the Date of this Agreement), any SERPs in which the Executive participates and, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("Other Pension Benefits") which the Executive would receive if the Executive's employment continued for three additional years beyond the Date of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Target Bonus, over (B) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, the SERPs and Other Pension Benefits as of the Date of Termination (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the date of this Agreement).

Benefits Upon a Change in Control. The Executive's rights upon a termination of employment that occurs following a Change in Control shall be as specified in Section 5 generally for termination of employment, except (i) the amount payable under 5(a)(i)(B) shall be three times the sum of (x) the Executive's Annual Base Salary and (y) the Target Bonus; (ii) the benefits under Section 5(a)(iv) shall be provided for three years after the Date of Termination and the Executive's eligibility (but not the time of commencement of such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Option Retention Award shall have vested in accordance with Section 3(d)(i3(d)(iii); and (iv) the Executive shall be paid within 15 days after the Date of Termination, an amount equal to the excess of (A) the actuarial equivalent of the benefit under the Company's applicable qualified defined benefit retirement plan in which the Executive is participating immediately prior to his Date of Termination (the "Retirement Plan", including, for this purpose, a 35% retirement benefit under the Limited Supplemental Benefits Plan, as provided in Section 3(f)(iv)) (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the Date of this Agreement), any SERPs in which the Executive participates and, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("Other Pension Benefits") which the Executive would receive if the Executive's employment continued for three additional years beyond the Date of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Target Bonus, over (B) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, the SERPs and Other Pension Benefits as of the Date of Termination (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the date of this Agreement).

Benefits Upon a Change in Control. The Executive's ’s rights upon a termination of employment that occurs within two years following a Change in Control shall be as specified in Section 5 generally for termination of employment, except (i) the amount payable under 5(a)(i)(B) shall be three times the sum of (x) the Executive's ’s Annual Base Salary and (y) the Target Bonus; (ii) the benefits under Section 5(a)(iv) shall be provided for three years after the Date of Termination and the Executive's ’s eligibility (but not the time of commencement of such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Option Award shall have vested in accordance with Section 3(d)(i); and (iv) the Executive shall be paid within 15 days after the Date of Termination, an amount equal to the excess of (A) the actuarial equivalent of the benefit under the Company's ’s applicable qualified defined benefit retirement plan in which the Executive is participating immediately prior to his Date of Termination (the "“Retirement Plan"”) (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the Date of this Agreement), any SERPs in which the Executive participates and, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("“Other Pension Benefits"”) which the Executive would receive if the Executive's ’s employment continued for three additional years beyond the Date of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's ’s compensation for such deemed additional period was the Executive's ’s Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Target Bonus, over (B) the actuarial equivalent of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan, the SERPs and Other Pension Benefits as of the Date of Termination (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the date of this Agreement).