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

Benefits Upon a Change in Control. (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive’s employment occurs on or after the date of the initial public announcement of such Change in Control but within eighteen (18) months following a Change in Control1 (the “Change in Control Protection Period”), then: (i) Within sixty (60) days following the Termination Date, the Company shall pay Executive a lump sum equal to (A) eighteen (18) months of Base Compensation (without giving effect to any salary reduction program then in effect), plus (B) the product of (x) one hundred and fifty percent (150%) and (y) an amount equal to the average of the annual short-term variable compensation program (currently the Annual Incentive Program, and together with any future short-term variable compensation program, collectively hereinafter referred to as the “Short Term Program”) payments earned by the Executive over the last five (5) years in which the Executive was employed with the Company on December 31st of such year (the “Five Year Average Amount”2), plus (C) a pro-rata amount (based on the number 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, payment has not been made under the Short Term Program that was in effect during the 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 program (based on the performance results achieved under such program), as if his employment had not been terminated. (iii) Within sixty (60) 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 if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) 1 For purposes of clarity, the Change in Control Protection Period prior to a Change in Control applies to a Termination Date (as defined in Section 7(d) for an Involuntary Termination) that is scheduled to occur on or after the date of the initial public announcement of a Change in Control but prior to the date of such Change in Control. In addition, the Change in Control Protection Period following a Change in Control applies to a notice of the Involuntary Termination (in accordance with Section 9) that is given or received by the Company, as applicable, within eighteen (18) months following the Change in Control. 2 If the Executive received a partial year Short Term Program payment in any year included in the Five Year Average Amount due to being a new hire, such partial year payment shall be annualized for purposes of the calculation of the Five Year Average Amount. If the Executive has been employed with the Company for less than five years (or partial years), the average shall be computed based on such fewer number of years. Any guaranteed bonus payment paid to the Executive shall be included in the calculation of the Five Year Average Amount, unless such payment was a one-time event (such as a sign-on or special bonus for a new hire). or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (iv) Except as provided in Section 5(f) below, the unvested portion(s) of any stock options/Restricted Stock Units (“RSUs”), which are solely service based, that were granted to Executive prior to the Change in Control shall automatically be accelerated in full so as to become completely vested as of the Termination Date. The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. The Company will issue the shares underlying the RSUs within sixty (60) days of the Termination Date. (b) In the event of a Change in Control, for any long-term cash-based variable compensation program (currently the Long-Term Incentive Program, and together with any future long-term cash-based variable compensation program, hereinafter the “Long Term Cash Program”), awards outstanding (which may include more than one Long Term Cash Program performance cycle) at the time of the Change in Control, performance cycles under such programs shall cease as of the date of the Change in Control. The Company shall pay Executive, subject to the payout dates and restrictions below, all accrued amounts as of the last full completed quarter as of the date of the Change in Control, under each performance cycle of such program, plus the Remaining Target Amount for each performance cycle under each such program (together, the “Payment Amounts”). The Remaining Target Amount shall equal, for each performance cycle under each program, the target amount multiplied by the number of quarters in the performance cycle that end after the time of the Change in Control, divided by the total number of quarters in the full performance cycle.3 Payment shall be made at the times specified below, and pending payment, the Company shall hold such amount in a book account for the Executive.

Benefits Upon a Change in Control. (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive’s employment occurs on or after the date of the initial public announcement of such Change in Control but within before the earlier of (a) the initial public announcement that the Change in Control will not occur and (b) the date that is eighteen (18) months following a Change in Control1 (the “Change in Control Protection Period”), then: (i) Within sixty (60) days following the Termination Date, the Company shall pay Executive a lump sum equal to (A) eighteen (18) months of Base Compensation (without giving effect to any salary reduction program then in effect), plus (B) the product of (x) one hundred and fifty percent (150%) and (y) an amount equal to the average of the annual short-term variable compensation program (currently the Annual Incentive Program, Program and together with any future short-term variable compensation program, collectively hereinafter referred to as the “Short Short-Term Program”) payments earned by the Executive from the Company, over the last five (5) years in which the Executive was employed with the Company on December 31st of such year (the “Five Five-Year Average Amount”2Amount”), plus (C) a pro-rata amount (based on the number of full calendar months worked during the calendar year during which the Termination Date occurs) of the Five Five-Year Average Amount. (ii) If at the Termination Date, payment has not been made under the Short Short-Term Program that was in effect during the 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 program (based on the performance results achieved under such program), as if his employment had not been terminated. (iii) Within If the Executive qualifies for participation in the Company’s Retiree Health Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Retiree Health Plan or, if such plan has been terminated prior to the Termination Date, within sixty (60) 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. If the Executive does not qualify for participation in the Retiree Health Plan prior to the Termination Date, within sixty (60) 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 if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) 1 For ____________ 1For purposes of clarity, the Change in Control Protection Period prior to a Change in Control applies to a Termination Date (as defined in Section 7(d) for an Involuntary Termination) that is scheduled to occur on or after the date of the initial public announcement of a Change in Control but prior to the date of such Change in Control. In addition, the Change in Control Protection Period following a Change in Control applies to a notice of the Involuntary Termination (in accordance with Section 9) that is given or received by the Company, as applicable, within eighteen (18) months following the Change in Control. 2 If would be required to pay for the COBRA benefits selected by Executive received a partial year Short Term Program payment in any year included in for twelve (12) months after the Five Year Average Amount due to being a new hire, such partial year payment shall be annualized for purposes of the calculation of the Five Year Average Amount. If the Executive’s Termination Date if Executive has been employed with provided less than twenty (20) years of service to the Company and for less than five years eighteen (or partial years), the average shall be computed based on such fewer number of years. Any guaranteed bonus payment paid to the 18) months after Executive’s Termination Date if Executive shall be included in the calculation of the Five Year Average Amount, unless such payment was a one-time event has provided twenty (such as a sign-on or special bonus for a new hire). 20) or more years of service to the Company. For this purpose, years of service shall include service with Novellus Systems, Inc., a California corporation as in existence prior to its acquisition by the Company (“Novellus”). All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (iv) Except as provided in Section 5(f) below, the unvested portion(s) of any stock options/Restricted Stock Units (“RSUs”), which are solely service based, that were granted to Executive prior to the Change in Control shall automatically be accelerated in full so as to become completely vested as of the Termination Date. The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. The Company will issue the shares underlying the RSUs within sixty (60) days of the Termination Date. (b) In the event of a Change in Control, for any long-term cash-based variable compensation program (currently the Long-Term Incentive Programalthough none currently, and together with any future long-term cash-based variable compensation program, hereinafter the “Long Long-Term Cash Program”), ) awards outstanding (which may include more than one Long Long-Term Cash Program performance cycle) at the time of the Change in Control, performance cycles under such programs shall cease as of the date of the Change in Control. The Company shall pay Executive, subject to the payout dates and restrictions below, all accrued amounts as of the last full completed quarter as of the date of the Change in Control, under each performance cycle of such program, plus the Remaining Target Amount for each performance cycle under each such program (together, the “Payment Amounts”). The Remaining Target Amount shall equal, for each performance cycle under each program, the target amount multiplied by the number of quarters in the performance cycle that end after the time of the Change in Control, divided by the total number of quarters in the full performance cycle.3 cycle. Payment shall be made at the times specified below, and pending payment, the Company shall hold such amount in a book account for the Executive.

Benefits Upon a Change in Control. (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive’s employment occurs on or after the date of the initial public announcement either in contemplation of such Change in Control but Control1 or within eighteen twelve (1812) months following a Change in Control1 (the “Change in Control Protection Period”)Control2, then: (i) Within sixty ten (6010) days following the Termination Date, the Company shall pay Executive a lump sum equal to (A) eighteen twelve (1812) months of Base Compensation (without giving effect to any salary reduction program then in effect), plus (B) the product of (x) one hundred and fifty percent (150%) and (y) an amount equal to the average of the annual short-term variable compensation program plan (currently the Annual Incentive ProgramPlan, and together with any future short-term variable compensation programplan, collectively hereinafter referred to as the “Short Term ProgramPlan”) payments earned by the Executive over the last five (5) years in which the Executive was employed with the Company on December 31st of such year (the “Five Year Average Amount”2Amount”3), plus (C) a pro-rata amount (based on the number of full months worked during the calendar year during which the Termination Date occurs) of the Five Year Average Amount. 1 For purposes of this Agreement, “occurring in contemplation of a Change in Control” means an Involuntary Termination occurring within one (ii1) If 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 Involuntary Termination if the actions constituting grounds for Involuntary Termination were taken at the Termination Date, payment request or direction of a person who has not been made under the Short Term Program that was in effect during the 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 program (based on the performance results achieved under such program), as if his employment had not been terminatedentered into an Acquisition Agreement. (iii) Within sixty (60) 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 if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) 1 2 For purposes of clarity, (1) the Change in Control Protection Period prior to a Change in Control applies to a Termination Date (as defined in Section 7(d)) for an applicable to the Involuntary Termination) that is scheduled to Termination must occur on or after the date of the initial public announcement in contemplation of a Change in Control but prior to the date of such Change in Control. In addition, the Change in Control Protection Period following a Change in Control applies to a or (2) notice of the Involuntary Termination (Termination, in accordance with Section 9) that is , must be given or received by the Company, as applicable, within eighteen twelve (1812) months following the Change in Control. 2 3 If the Executive received a partial year Short Term Program Plan payment in any year included in the Five Year Average Amount due to being a new hire, such partial year payment shall be annualized for purposes of the calculation of the Five Year Average Amount. If the Executive has been employed with the Company for less than five years (or partial years), the average shall be computed based on such fewer number of years. Any guaranteed bonus payment paid to the Executive shall be included in the calculation of the Five Year Average Amount, unless such payment was a one-time event (such as a sign-on or special bonus for a new hire). or more years of service . (ii) If at the Termination Date, payment has not been made under the Short Term Plan that was in effect during the calendar year prior to the Company. All year in which the Termination Date occurs, the Company 401(kshall 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) Plan benefitsWithin ten (10) days following the Termination Date, Elective Deferred Compensation Plan the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with selected by Executive for twelve (12) months after the terms of such plans and benefitsExecutive’s Termination Date. (iv) Except as provided in Section 5(f) below, the The unvested portion(s) of any stock options/Restricted Stock Units (“RSUs”), which are solely service based, ) that were granted to Executive prior to the Change in Control shall automatically be accelerated in full so as to become completely vested as of the Termination Date. The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. The Company will issue the shares underlying the RSUs within sixty ten (6010) days of the Termination Date. (b) In the event of a Change in Control, for any long-term cash-based variable compensation program (currently plan portion of the Long-Term Incentive ProgramPlan, and together with any future long-term cash-based variable compensation program, (hereinafter the “Long Term Cash ProgramPlan”), ) awards outstanding (which may currently would include more than one two Long Term Cash Program Plan performance cyclecycles under the plan as currently structured) at the time of the Change in Control, performance cycles under such programs plans shall cease as of the date of the Change in Control. The Company shall pay Executive, subject to the payout dates and restrictions below, all accrued amounts as of the last full completed quarter as of the date of the Change in Control, under each performance cycle of such programplan, plus the Remaining Target Amount for each performance cycle under each such program plan (together, the “Payment Amounts”). The Remaining Target Amount shall equal, for each performance cycle under each programplan, the target amount multiplied by the number of quarters in the performance cycle that end after the time of the Change in Control, divided by the total number of quarters in the full performance cycle.3 cycle. Payment shall be made at the times specified below, and pending payment, the Company shall hold such amount in a book account for the Executive.

Benefits Upon a Change in Control. (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive’s employment occurs on or after the date of the initial public announcement either in contemplation of such Change in Control but Control1 or within eighteen twelve (1812) months following a Change in Control1 (the “Change in Control Protection Period”)Control2, then: (i) Within sixty ten (6010) days following the Termination Date, the Company shall pay Executive a lump sum equal to (A) eighteen (18) months of Base Compensation (without giving effect to any salary reduction program then currently in effect), plus (B) the product of (x) one hundred and fifty percent (150%) and (y) an amount equal to the average of the annual short-term variable compensation program plan (currently the Annual Incentive ProgramPlan, and for prior years the annual variable compensation plan called the “MBO”, and together with any future short-term variable compensation programplan, collectively hereinafter referred to as the “Short Term ProgramPlan”) payments earned by the Executive over the last five (5) years in which the Executive was employed with the Company on December 31st of such year (the “Five Year Average Amount”2Amount”), plus (C) a pro-rata amount (based on the number 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, payment has not been made under the Short Term Program Plan that was in effect during the 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 program plan (based on the performance results achieved under such programplan), as if his employment had not been terminated. (iii) Within sixty 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 (6010) days following the Termination Date, Date the Company shall pay in the Executive a lump sum any COBRA premiums amount (the “Medical Plan Payment”) equal to the present value of the benefits for which the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination Date if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) 1 For purposes of clarity, the Change in Control Protection Period prior to a Change in Control applies to a Termination Date (as defined in Section 7(d) for an Involuntary Termination) that is scheduled to occur on or after the date of the initial public announcement of a Change in Control but qualified prior to the date termination of such Change in Controlplan. In addition, The present value of such benefits shall be determined actuarially based on the Change in Control Protection Period following a Change in Control applies to a notice actual cost of replacing the benefits as of the Involuntary Termination (in accordance with Section 9) that is given or received by the Company, as applicable, within eighteen (18) months following the Change in Control. 2 If the Executive received a partial year Short Term Program payment in any year included in the Five Year Average Amount due to being a new hire, such partial year payment shall be annualized for purposes of the calculation of the Five Year Average Amount. If the Executive has been employed with the Company for less than five years (or partial years), the average shall be computed based on such fewer number of years. Any guaranteed bonus payment paid to the Executive shall be included in the calculation of the Five Year Average Amount, unless such payment was a one-time event (such as a sign-on or special bonus for a new hire). or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefitsDate. (iv) Except as provided in Section 5(f) below, the The unvested portion(s) of any stock options/Restricted Stock Units (“RSUs”), which are solely service based, ) that were granted to Executive prior to the Change in Control shall automatically be accelerated in full so as to become completely vested as of the Termination Date. The ; the stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms terms, or unless they are exchanged for cash in connection with any Change in Control. The Company will issue the shares underlying the RSUs within sixty ten (6010) days of the Termination Date. (b) In the event . 1 For purposes of this Agreement, “occurring in contemplation of a Change in Control, for any long-term cash-based variable compensation program ” means an Involuntary Termination occurring within one (currently the Long-Term Incentive Program, and together with any future long-term cash-based variable compensation program, hereinafter the “Long Term Cash Program”), awards outstanding (which may include more than one Long Term Cash Program performance cycle1) at the time of the Change in Control, performance cycles under such programs shall cease as of the date of the month prior to an actual Change in Control. The It shall also include any termination if the termination was a condition of a party other than the Company shall pay Executiveto entry into an agreement, subject to the payout dates and restrictions below, all accrued amounts as consummation of the last full completed quarter as of the date of the which would cause a Change in Control, under each performance cycle of such program, plus the Remaining Target Amount for each performance cycle under each such program Control (together, the an “Payment AmountsAcquisition Agreement”), whether or not such person actually enters into such agreement. The Remaining Target Amount Finally, it shall equal, also include any Involuntary Termination if the actions constituting grounds for each performance cycle under each program, the target amount multiplied by the number of quarters in the performance cycle that end after the time of the Change in Control, divided by the total number of quarters in the full performance cycle.3 Payment shall be made Involuntary Termination were taken at the times specified below, and pending payment, the Company shall hold such amount in request or direction of a book account for the Executiveperson who has entered into an Acquisition Agreement.

Benefits Upon a Change in Control. (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive’s employment occurs on or after the date of the initial public announcement of such Change in Control but within eighteen (18) months following a Change in Control1 (the “Change in Control Protection Period”), then: (i) Within sixty (60) days following the Termination Date, the Company shall pay Executive a lump sum equal to (A) eighteen (18) months of Base Compensation (without giving effect to any salary reduction program then in effect), plus (B) the product of (x) one hundred and fifty percent (150%) and (y) an amount equal to the average of the annual short-term variable compensation program (currently the Annual Incentive Program, Program and together with any future short-term variable compensation program, collectively hereinafter referred to as the “Short Term Program”) payments earned by the Executive from the Company and Novellus Systems, Inc., a California corporation as in existence prior to its acquisition by the Company (“Novellus”), over the last five (5) years in which the Executive was employed with the Company or Novellus on December 31st of such year (the “Five Year Average Amount”2Amount”), plus (C) a pro-rata amount (based on the number 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, payment has not been made under the Short Term Program that was in effect during the 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 program (based on the performance results achieved under such program), as if his employment had not been terminated. (iii) Within If the Executive qualifies for participation in the Company’s Retiree Health Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Retiree Health Plan or, if such plan has been terminated prior to the Termination Date, within sixty (60) 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. If the Executive does not qualify for participation in the Retiree Health Plan prior to the Termination Date, within sixty (60) 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 if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) 1 For purposes of clarity, the Change in Control Protection Period prior to a Change in Control applies to a Termination Date (as defined in Section 7(d) for an Involuntary Termination) that is scheduled to occur on or after the date of the initial public announcement of a Change in Control but prior to the date of such Change in Control. In addition, the Change in Control Protection Period following a Change in Control applies to a notice of the Involuntary Termination (in accordance with Section 9) that is given or received by the Company, as applicable, within eighteen (18) months following the Change in Control. 2 If the Executive received a partial year Short Term Program payment in any year included in the Five Year Average Amount due to being a new hire, such partial year payment shall be annualized for purposes of the calculation of the Five Year Average Amount. If the Executive has been employed with the Company for less than five years provided twenty (or partial years), the average shall be computed based on such fewer number of years. Any guaranteed bonus payment paid to the Executive shall be included in the calculation of the Five Year Average Amount, unless such payment was a one-time event (such as a sign-on or special bonus for a new hire). 20) or more years of service to the Company. For this purpose, years of service shall include service with Novellus. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (iv) Except as provided in Section 5(f) below, the unvested portion(s) of any stock options/Restricted Stock Units (“RSUs”), which are solely service based, that were granted to Executive prior to the Change in Control shall automatically be accelerated in full so as to become completely vested as of the Termination Date. The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. The Company will issue the shares underlying the RSUs within sixty (60) days of the Termination Date. (b) In the event of a Change in Control, for any long-term cash-based variable compensation program (currently the Long-Term Incentive Program, and together with any future long-term cash-based variable compensation program, hereinafter the “Long Term Cash Program”), ) awards outstanding (which may include more than one Long Long-Term Cash Program performance cycle) at the time of the Change in Control, performance cycles under such programs shall cease as of the date of the Change in Control. The Company shall pay Executive, subject to the payout dates and restrictions below, all accrued amounts as of the last full completed quarter as of the date of the Change in Control, under each performance cycle of such program, plus the Remaining Target Amount for each performance cycle under each such program (together, the “Payment Amounts”). The Remaining Target Amount shall equal, for each performance cycle under each program, the target amount multiplied by the number of quarters in the performance cycle that end after the time of the Change in Control, divided by the total number of quarters in the full performance cycle.3 cycle.2 Payment shall be made at the times specified below, and pending payment, the Company shall hold such amount in a book account for the Executive.

Benefits Upon a Change in Control. (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive’s employment occurs on or after the date of the initial public announcement of such Change in Control but within before the earlier of (a) the initial public announcement that the Change in Control will not occur and (b) the date that is eighteen (18) months following a Change in Control1 (the “Change in Control Protection Period”), then: (i) Within sixty (60) days following the Termination Date, the Company shall pay Executive a lump sum equal to (A) eighteen (18) months of Base Compensation (without giving effect to any salary reduction program then in effect), plus (B) the product of (x) one hundred and fifty percent (150%) and (y) an amount equal to the average of the annual short-term variable compensation program (currently the Annual Incentive Program, and together with any future short-term variable compensation program, collectively hereinafter referred to as the “Short Term Program”) payments earned by the Executive over the last five (5) years in which the Executive was employed with the Company on December 31st of such year (the “Five Five-Year Average Amount”2), plus (C) a pro-rata amount (based on the number of full calendar months worked during the calendar year during which the Termination Date occurs) of the Five Five-Year Average Amount. (ii) If at the Termination Date, payment has not been made under the Short Term Program that was in effect during the 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 program (based on the performance results achieved under such program), as if his employment had not been terminated. (iii) Within sixty (60) 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 if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) 1 For . ____________ 1For purposes of clarity, the Change in Control Protection Period prior to a Change in Control applies to a Termination Date (as defined in Section 7(d) for an Involuntary Termination) that is scheduled to occur on or after the date of the initial public announcement of a Change in Control but prior to the date of such Change in Control. In addition, the Change in Control Protection Period following a Change in Control applies to a notice of the Involuntary Termination (in accordance with Section 9) that is given or received by the Company, as applicable, within eighteen (18) months following the Change in Control. 2 If 2If the Executive received a partial year Short Term Program payment in any year included in the Five Five-Year Average Amount due to being a new hire, such partial year payment shall be annualized for purposes of the calculation of the Five Five-Year Average Amount. If the Executive has been employed with the Company for less than five years (or partial years), the average shall be computed based on such fewer number of years. Any guaranteed bonus payment paid to the Executive shall be included in the calculation of the Five Five-Year Average Amount, unless such payment was a one-time event (such as a sign-on or special bonus for a new hire). . (iii) Within sixty (60) 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 if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (iv) Except as provided in Section 5(f) below, the unvested portion(s) of any stock options/Restricted Stock Units (“RSUs”), which are solely service based, that were granted to Executive prior to the Change in Control shall automatically be accelerated in full so as to become completely vested as of the Termination Date. The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. The Company will issue the shares underlying the RSUs within sixty (60) days of the Termination Date. (b) In the event of a Change in Control, for any long-term cash-based variable compensation program (currently the Long-Term Incentive Programalthough none currently, and together with any future long-term cash-based variable compensation program, hereinafter the “Long Long-Term Cash Program”), awards outstanding (which may include more than one Long Long-Term Cash Program performance cycle) at the time of the Change in Control, performance cycles under such programs shall cease as of the date of the Change in Control. The Company shall pay Executive, subject to the payout dates and restrictions below, all accrued amounts as of the last full completed quarter as of the date of the Change in Control, under each performance cycle of such program, plus the Remaining Target Amount for each performance cycle under each such program (together, the “Payment Amounts”). The Remaining Target Amount shall equal, for each performance cycle under each program, the target amount multiplied by the number of quarters in the performance cycle that end after the time of the Change in Control, divided by the total number of quarters in the full performance cycle.3 cycle. Payment shall be made at the times specified below, and pending payment, the Company shall hold such amount in a book account for the Executive.

Benefits Upon a Change in Control. (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive’s employment occurs on or after the date of the initial public announcement of such Change in Control but within eighteen (18) months following a Change in Control1 (the “Change in Control Protection Period”), then: (i) Within sixty (60) days following the Termination Date, the Company shall pay Executive a lump sum equal to (A) eighteen (18) months of Base Compensation (without giving effect to any salary reduction program then in effect), plus (B) the product of (x) one hundred and fifty percent (150%) and (y) an amount equal to the average of the annual short-term variable compensation program (currently the Annual Incentive Program, Program and together with any future short-term variable compensation program, collectively hereinafter referred to as the “Short Term Program”) payments earned by the Executive over the last five (5) years in which the Executive was employed with the Company on December 31st of such year (the “Five Year Average Amount”2Amount”), plus (C) a pro-rata amount (based on the number 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, payment has not been made under the Short Term Program that was in effect during the 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 program (based on the performance results achieved under such program), as if his employment had not been terminated. (iii) Within If the Executive qualifies for participation in the Company’s Retiree Health Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Retiree Health Plan or, if such plan has been terminated prior to the Termination Date, within sixty (60) 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. If the Executive does not qualify for participation in the Retiree Health Plan prior to the Termination Date, within sixty (60) 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 if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 1 For purposes of clarity, the Change in Control Protection Period prior to a Change in Control applies to a Termination Date (as defined in Section 7(d) for an Involuntary Termination) that is scheduled to occur on or after the date of the initial public announcement of a Change in Control but prior to the date of such Change in Control. In addition, the Change in Control Protection Period following a Change in Control applies to a notice of the Involuntary Termination (in accordance with Section 9) that is given or received by the Company, as applicable, within eighteen (18) months following the Change in Control. 2 If the Executive received a partial year Short Term Program payment in any year included in the Five Year Average Amount due to being a new hire, such partial year payment shall be annualized for purposes of the calculation of the Five Year Average Amount. If the Executive has been employed with the Company for less than five years (or partial years), the average shall be computed based on such fewer number of years. Any guaranteed bonus payment paid to the Executive shall be included in the calculation of the Five Year Average Amount, unless such payment was a one-time event (such as a sign-on or special bonus for a new hire). or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (iv) Except as provided in Section 5(f) below, the unvested portion(s) of any stock options/Restricted Stock Units (“RSUs”), which are solely service based, that were granted to Executive prior to the Change in Control shall automatically be accelerated in full so as to become completely vested as of the Termination Date. The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. The Company will issue the shares underlying the RSUs within sixty (60) days of the Termination Date. (b) In the event of a Change in Control, for any long-term cash-based variable compensation program (currently the Long-Term Incentive Program, and together with any future long-term cash-based variable compensation program, hereinafter the “Long Term Cash Program”), ) awards outstanding (which may include more than one Long Term Cash Program performance cycle) at the time of the Change in Control, performance cycles under such programs shall cease as of the date of the Change in Control. The Company shall pay Executive, subject to the payout dates and restrictions below, all accrued amounts as of the last full completed quarter as of the date of the Change in Control, under each performance cycle of such program, plus the Remaining Target Amount for each performance cycle under each such program (together, the “Payment Amounts”). The Remaining Target Amount shall equal, for each performance cycle under each program, the target amount multiplied by the number of quarters in the performance cycle that end after the time of the Change in Control, divided by the total number of quarters in the full performance cycle.3 cycle.2 Payment shall be made at the times specified below, and pending payment, the Company shall hold such amount in a book account for the Executive.

Benefits Upon a Change in Control. (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive’s employment occurs on or after the date of the initial public announcement of such Change in Control but within before the earlier of (a) the initial public announcement that the Change in Control will not occur and (b) the date that is eighteen (18) months following a Change in Control1 (the “Change in Control Protection Period”), then: (i) Within sixty (60) days following the Termination Date, the Company shall pay Executive a lump sum equal to (A) eighteen (18) months of Base Compensation (without giving effect to any salary reduction program then in effect), plus (B) the product of (x) one hundred and fifty percent (150%) and (y) an amount equal to the average of the annual short-term variable compensation program (currently the Annual Incentive Program, Program and together with any future short-term variable compensation program, collectively hereinafter referred to as the “Short Short-Term Program”) payments earned by the Executive over the last five (5) years in which the Executive was employed with the Company on December 31st of such year (the “Five Five-Year Average Amount”2Amount”), plus (C) a pro-rata amount (based on the number of full calendar months worked during the calendar year during which the Termination Date occurs) of the Five Five-Year Average Amount. (ii) If at the Termination Date, payment has not been made under the Short Short-Term Program that was in effect during the 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 program (based on the performance results achieved under such program), as if his employment had not been terminated. (iii) Within If the Executive qualifies for participation in the Company’s Retiree Health Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Retiree Health Plan or, if such plan has been terminated prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay in the Executive a lump sum any COBRA premiums amount (the “Medical Plan Payment”) equal to the present value of the benefits for which the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination Date if Executive has provided less than twenty (20) years of service qualified prior to the Company and for eighteen (18) months after Executive’s 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 if Executive has provided twenty (20) 1 For Date. __________ 1For purposes of clarity, the Change in Control Protection Period prior to a Change in Control applies to a Termination Date (as defined in Section 7(d) for an Involuntary Termination) that is scheduled to occur on or after the date of the initial public announcement of a Change in Control but prior to the date of such Change in Control. In addition, the Change in Control Protection Period following a Change in Control applies to a notice of the Involuntary Termination (in accordance with Section 9) that is given or received by the Company, as applicable, within eighteen (18) months following the Change in Control. 2 If the Executive received a partial year Short Term Program payment in any year included does not qualify for participation in the Five Year Average Amount due Retiree Health Plan prior to being the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay in a new hire, such partial year payment shall be annualized for purposes of the calculation of the Five Year Average Amount. If 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 if Executive has been employed with provided less than twenty (20) years of service to the Company and for less than five years eighteen (or partial years), the average shall be computed based on such fewer number of years. Any guaranteed bonus payment paid to the 18) months after Executive’s Termination Date if Executive shall be included in the calculation of the Five Year Average Amount, unless such payment was a one-time event has provided twenty (such as a sign-on or special bonus for a new hire). 20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (iv) Except as provided in Section 5(f) below, the unvested portion(s) of any stock options/Restricted Stock Units (“RSUs”), which are solely service based, that were granted to Executive prior to the Change in Control shall automatically be accelerated in full so as to become completely vested as of the Termination Date. The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. The Company will issue the shares underlying the RSUs within sixty (60) days of the Termination Date. (b) In the event of a Change in Control, for any long-term cash-based variable compensation program (currently the Long-Term Incentive Programalthough none currently, and together with any future long-term cash-based variable compensation program, hereinafter the “Long Long-Term Cash Program”), ) awards outstanding (which may include more than one Long Long-Term Cash Program performance cycle) at the time of the Change in Control, performance cycles under such programs shall cease as of the date of the Change in Control. The Company shall pay Executive, subject to the payout dates and restrictions below, all accrued amounts as of the last full completed quarter as of the date of the Change in Control, under each performance cycle of such program, plus the Remaining Target Amount for each performance cycle under each such program (together, the “Payment Amounts”). The Remaining Target Amount shall equal, for each performance cycle under each program, the target amount multiplied by the number of quarters in the performance cycle that end after the time of the Change in Control, divided by the total number of quarters in the full performance cycle.3 cycle. Payment shall be made at the times specified below, and pending payment, the Company shall hold such amount in a book account for the Executive.

Benefits Upon a Change in Control. (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive’s employment occurs on or after the date of the initial public announcement either in contemplation of such Change in Control but Control1 or within eighteen twelve (1812) months following a Change in Control1 (the “Change in Control Protection Period”)Control2, then: (i) Within sixty ten (6010) days following the Termination Date, the Company shall pay Executive a lump sum equal to (A) eighteen (18) months of Base Compensation (without giving effect to any salary reduction program then currently in effect), plus (B) the product of (x) one hundred and fifty percent (150%) and (y) an amount equal to the average of the annual short-term variable compensation program plan (currently the Annual Incentive ProgramPlan, and for prior years the annual variable compensation plan called the “MBO”, and together with any future short-term variable compensation programplan, collectively hereinafter referred to as the “Short Term ProgramPlan”) payments earned by the Executive over the last five (5) years in which the Executive was employed with the Company on December 31st of such year (the “Five Year Average Amount”2Amount”), plus (C) a pro-rata amount (based on the number 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, payment has not been made under the Short Term Program Plan that was in effect during the 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 program plan (based on the performance results achieved under such programplan), as if his employment had not been terminated. (iii) Within sixty 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 (6010) 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. 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 if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) Date. 1 For purposes of claritythis Agreement, the Change “occurring in Control Protection Period prior to a Change in Control applies to a Termination Date (as defined in Section 7(d) for an Involuntary Termination) that is scheduled to occur on or after the date of the initial public announcement of a Change in Control but prior to the date of such Change in Control. In addition, the Change in Control Protection Period following a Change in Control applies to a notice of the Involuntary Termination (in accordance with Section 9) that is given or received by the Company, as applicable, within eighteen (18) months following the Change in Control. 2 If the Executive received a partial year Short Term Program payment in any year included in the Five Year Average Amount due to being a new hire, such partial year payment shall be annualized for purposes of the calculation of the Five Year Average Amount. If the Executive has been employed with the Company for less than five years (or partial years), the average shall be computed based on such fewer number of years. Any guaranteed bonus payment paid to the Executive shall be included in the calculation of the Five Year Average Amount, unless such payment was a one-time event (such as a sign-on or special bonus for a new hire). or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (iv) Except as provided in Section 5(f) below, the unvested portion(s) of any stock options/Restricted Stock Units (“RSUs”), which are solely service based, that were granted to Executive prior to the Change in Control shall automatically be accelerated in full so as to become completely vested as of the Termination Date. The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. The Company will issue the shares underlying the RSUs within sixty (60) days of the Termination Date. (b) In the event contemplation of a Change in Control, for any long-term cash-based variable compensation program ” means an Involuntary Termination occurring within one (currently the Long-Term Incentive Program, and together with any future long-term cash-based variable compensation program, hereinafter the “Long Term Cash Program”), awards outstanding (which may include more than one Long Term Cash Program performance cycle1) at the time of the Change in Control, performance cycles under such programs shall cease as of the date of the month prior to an actual Change in Control. The It shall also include any termination if the termination was a condition of a party other than the Company shall pay Executiveto entry into an agreement, subject to the payout dates and restrictions below, all accrued amounts as consummation of the last full completed quarter as of the date of the which would cause a Change in Control, under each performance cycle of such program, plus the Remaining Target Amount for each performance cycle under each such program Control (together, the an “Payment AmountsAcquisition Agreement”), whether or not such person actually enters into such agreement. The Remaining Target Amount Finally, it shall equal, also include any Involuntary Termination if the actions constituting grounds for each performance cycle under each program, the target amount multiplied by the number of quarters in the performance cycle that end after the time of the Change in Control, divided by the total number of quarters in the full performance cycle.3 Payment shall be made Involuntary Termination were taken at the times specified below, and pending payment, the Company shall hold such amount in request or direction of a book account for the Executiveperson who has entered into an Acquisition Agreement.

Benefits Upon a Change in Control. (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive’s employment occurs on or after the date of the initial public announcement of such Change in Control but within eighteen (18) months following a Change in Control1 (the “Change in Control Protection Period”), then: (i) Within sixty (60) 60 days following the Termination Date, the Company shall pay Executive a lump sum equal to (A) eighteen twenty-four (1824) months of Base Compensation (without giving effect to any salary reduction program then in effect), plus (B) the product of (x) one hundred and fifty percent (150%) two and (y) an amount equal to the average of the annual short-term variable compensation program (currently the Annual Incentive Program, and together with any future short-term variable compensation program, collectively hereinafter referred to as the “Short Term Program”) payments earned by the Executive over the last five (5) years in which the Executive was employed with the Company on December 31st of such year (the “Five Year Average Amount”2Amount”), plus (C) a pro-rata amount (based on the number 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, payment has not been made under the Short Term Program that was in effect during the 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 program (based on the performance results achieved under such program), as if his employment had not been terminated. (iii) Within If the Executive qualifies for participation in the Company’s Retiree Health Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Retiree Health Plan or, if such plan has been terminated prior to the Termination Date, within sixty (60) 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 1 For purposes of clarity, the Change in Control Protection Period prior to a Change in Control applies to a Termination Date (as defined in Section 7(d) for an Involuntary Termination) that is scheduled to occur on or after the date of the initial public announcement of a Change in Control but prior to the date of such Change of Control. In addition, the Change in Control Protection Period following a Change in Control applies to a notice of the Involuntary Termination (in accordance with Section 9) that is given or received by the Company, as applicable, within eighteen (18) months following the Change in Control. value of such benefits shall be determined actuarially based on the actual cost of replacing the benefits as of the Termination Date. If the Executive does not qualify for participation in the Retiree Health Plan prior to the Termination Date, within sixty (60) 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 if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) 1 For purposes of clarity, the Change in Control Protection Period prior to a Change in Control applies to a Termination Date (as defined in Section 7(d) for an Involuntary Termination) that is scheduled to occur on or after the date of the initial public announcement of a Change in Control but prior to the date of such Change in Control. In addition, the Change in Control Protection Period following a Change in Control applies to a notice of the Involuntary Termination (in accordance with Section 9) that is given or received by the Company, as applicable, within eighteen (18) months following the Change in Control. 2 If the Executive received a partial year Short Term Program payment in any year included in the Five Year Average Amount due to being a new hire, such partial year payment shall be annualized for purposes of the calculation of the Five Year Average Amount. If the Executive has been employed with the Company for less than five years (or partial years), the average shall be computed based on such fewer number of years. Any guaranteed bonus payment paid to the Executive shall be included in the calculation of the Five Year Average Amount, unless such payment was a one-time event (such as a sign-on or special bonus for a new hire). or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (iv) Except as provided in Section 5(f) below, the unvested portion(s) of any stock options/Restricted Stock Units (“RSUs”), which are solely service based, that were granted to Executive prior to the Change in Control shall automatically be accelerated in full so as to become completely vested as of the Termination Date. The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. The Company will issue the shares underlying the RSUs within sixty (60) days of the Termination Date. (b) In the event of a Change in Control, for any long-term cash-based variable compensation program (currently the Long-Term Incentive Program, and together with any future long-term cash-based variable compensation program, hereinafter the “Long Term Cash Program”), ) awards outstanding (which may include more than one Long Term Cash Program performance cycle) at the time of the Change in Control, performance cycles under such programs shall cease as of the date of the Change in Control. The Company shall pay Executive, subject to the payout dates and restrictions below, all accrued amounts as of the last full completed quarter as of the date of the Change in Control, under each performance cycle of such program, plus the Remaining Target Amount for each performance cycle under each such program (together, the “Payment Amounts”). The Remaining Target Amount shall equal, for each performance cycle under each program, the target amount multiplied by the number of quarters in the performance cycle that end after the time of the Change in Control, divided by the total number of quarters in the full performance cycle.3 cycle2. Payment shall be made at the times specified below, and pending payment, the Company shall hold such amount in a book account for the Executive.

Benefits Upon a Change in Control. (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive’s employment occurs on or after the date of the initial public announcement of such Change in Control but within before the earlier of (a) the initial public announcement that the Change in Control will not occur and (b) the date that is eighteen (18) months following a Change in Control1 (the “Change in Control Protection Period”), then: (i) Within sixty (60) days following the Termination Date, the Company shall pay Executive a lump sum equal to (A) eighteen (18) months of Base Compensation (without giving effect to any salary reduction program then in effect), plus (B) the product of (x) one hundred and fifty percent (150%) and (y) an amount equal to the average of the annual short-term variable compensation program (currently the Annual Incentive Program, Program and together with any future short-term variable compensation program, collectively hereinafter referred to as the “Short Short-Term Program”) payments earned by the Executive from the Company, over the last five (5) years in which the Executive was employed with the Company on December 31st of such year (the “Five Five-Year Average Amount”2Amount”), plus (C) a pro-rata amount (based on the number of full calendar months worked during the calendar year during which the Termination Date occurs) of the Five Five-Year Average Amount. (ii) If at the Termination Date, payment has not been made under the Short Short-Term Program that was in effect during the 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 program (based on the performance results achieved under such program), as if his employment had not been terminated. (iii) Within If the Executive qualifies for participation in the Company’s Retiree Health Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Retiree Health Plan or, if such plan has been terminated prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay in the Executive a lump sum any COBRA premiums amount (the “Medical Plan Payment”) equal to the present value of the benefits for which the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination Date if Executive has provided less than twenty (20) years of service qualified prior to the Company and 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. If the Executive does not qualify for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) participation in the 1 For purposes of clarity, the Change in Control Protection Period prior to a Change in Control applies to a Termination Date (as defined in Section 7(d) for an Involuntary Termination) that is scheduled to occur on or after the date of the initial public announcement of a Change in Control but prior to the date of such Change in Control. In addition, the Change in Control Protection Period following a Change in Control applies to a notice of the Involuntary Termination (in accordance with Section 9) that is given or received by the Company, as applicable, within eighteen (18) months following the Change in Control. 2 If Retiree Health Plan prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive received a partial year Short Term Program payment in any year included in would be required to pay for the Five Year Average Amount due to being a new hire, such partial year payment shall be annualized COBRA benefits selected by Executive for purposes of twelve (12) months after the calculation of the Five Year Average Amount. If the Executive’s Termination Date if Executive has been employed with provided less than twenty (20) years of service to the Company and for less than five years eighteen (or partial years), the average shall be computed based on such fewer number of years. Any guaranteed bonus payment paid to the 18) months after Executive’s Termination Date if Executive shall be included in the calculation of the Five Year Average Amount, unless such payment was a one-time event has provided twenty (such as a sign-on or special bonus for a new hire). 20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (iv) Except as provided in Section 5(f) below, the unvested portion(s) of any stock options/Restricted Stock Units (“RSUs”), which are solely service based, that were granted to Executive prior to the Change in Control shall automatically be accelerated in full so as to become completely vested as of the Termination Date. The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. The Company will issue the shares underlying the RSUs within sixty (60) days of the Termination Date. (b) In the event of a Change in Control, for any long-term cash-based variable compensation program (currently the Long-Term Incentive Programalthough none currently, and together with any future long-term cash-based variable compensation program, hereinafter the “Long Long-Term Cash Program”), ) awards outstanding (which may include more than one Long Long-Term Cash Program performance cycle) at the time of the Change in Control, performance cycles under such programs shall cease as of the date of the Change in Control. The Company shall pay Executive, subject to the payout dates and restrictions below, all accrued amounts as of the last full completed quarter as of the date of the Change in Control, under each performance cycle of such program, plus the Remaining Target Amount for each performance cycle under each such program (together, the “Payment Amounts”). The Remaining Target Amount shall equal, for each performance cycle under each program, the target amount multiplied by the number of quarters in the performance cycle that end after the time of the Change in Control, divided by the total number of quarters in the full performance cycle.3 cycle. Payment shall be made at the times specified below, and pending payment, the Company shall hold such amount in a book account for the Executive.

Benefits Upon a Change in Control. (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive’s employment occurs on or after the date of the initial public announcement of such Change in Control but within before the earlier of (a) the initial public announcement that the Change in Control will not occur and (b) the date that is eighteen (18) months following a Change in Control1 (the “Change in Control Protection Period”), then: (i) Within sixty (60) 60 days following the Termination Date, the Company shall pay Executive a lump sum equal to (A) eighteen twenty-four (1824) months of Base Compensation (without giving effect to any salary reduction program then in effect), plus (B) the product of (x) one hundred and fifty percent (150%) two and (y) an amount equal to the average of the annual short-term variable compensation program (currently the Annual Incentive Program, and together with any future short-term variable compensation program, collectively hereinafter referred to as the “Short Short-Term Program”) payments earned by the Executive over the last five (5) years in which the Executive was employed with the Company on December 31st of such year (the “Five Five-Year Average Amount”2Amount”), plus (C) a pro-rata amount (based on the number of full calendar months worked during the calendar year during which the Termination Date occurs) of the Five Five-Year Average Amount. (ii) If at the Termination Date, payment has not been made under the Short Short-Term Program that was in effect during the 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 program (based on the performance results achieved under such program), as if his employment had not been terminated. (iii) Within If the Executive qualifies for participation in the Company’s Retiree Health Plan prior to the Termination Date, then the Executive will receive the benefits he qualifies for under the Retiree Health Plan or, if such plan has been terminated prior to the Termination Date, within sixty (60) 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. If the Executive does not qualify for participation in the Retiree Health Plan prior to the Termination Date, within sixty (60) 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 if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) 1 For ___________ 1For purposes of clarity, the Change in Control Protection Period prior to a Change in Control applies to a Termination Date (as defined in Section 7(d) for an Involuntary Termination) that is scheduled to occur on or after the date of the initial public announcement of a Change in Control but prior to the date of such Change in of Control. In addition, the Change in Control Protection Period following a Change in Control applies to a notice of the Involuntary Termination (in accordance with Section 9) that is given or received by the Company, as applicable, within eighteen (18) months following the Change in Control. 2 If would be required to pay for the COBRA benefits selected by Executive received a partial year Short Term Program payment in any year included in for twelve (12) months after the Five Year Average Amount due to being a new hire, such partial year payment shall be annualized for purposes of the calculation of the Five Year Average Amount. If the Executive’s Termination Date if Executive has been employed with provided less than twenty (20) years of service to the Company and for less than five years eighteen (or partial years), the average shall be computed based on such fewer number of years. Any guaranteed bonus payment paid to the 18) months after Executive’s Termination Date if Executive shall be included in the calculation of the Five Year Average Amount, unless such payment was a one-time event has provided twenty (such as a sign-on or special bonus for a new hire). 20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits. (iv) Except as provided in Section 5(f) below, the unvested portion(s) of any stock options/Restricted Stock Units (“RSUs”), which are solely service based, that were granted to Executive prior to the Change in Control shall automatically be accelerated in full so as to become completely vested as of the Termination Date. The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms or unless they are exchanged for cash in connection with any Change in Control. The Company will issue the shares underlying the RSUs within sixty (60) days of the Termination Date. (b) In the event of a Change in Control, for any long-term cash-based variable compensation program (currently the Long-Term Incentive Programalthough none currently, and together with any future long-term cash-based variable compensation program, hereinafter the “Long Long-Term Cash Program”), ) awards outstanding (which may include more than one Long Long-Term Cash Program performance cycle) at the time of the Change in Control, performance cycles under such programs shall cease as of the date of the Change in Control. The Company shall pay Executive, subject to the payout dates and restrictions below, all accrued amounts as of the last full completed quarter as of the date of the Change in Control, under each performance cycle of such program, plus the Remaining Target Amount for each performance cycle under each such program (together, the “Payment Amounts”). The Remaining Target Amount shall equal, for each performance cycle under each program, the target amount multiplied by the number of quarters in the performance cycle that end after the time of the Change in Control, divided by the total number of quarters in the full performance cycle.3 cycle. Payment shall be made at the times specified below, and pending payment, the Company shall hold such amount in a book account for the Executive.