Common use of BENEFITS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL Clause in Contracts

BENEFITS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL. (a) The Executive shall be entitled to benefits under this Section, rather than under any other severance program of the Company, if he incurs a Termination of Employment under the circumstances described in this Section following a Change in Control. (b) If the Company Terminates the Executive's Employment for Cause, the Company shall be obliged to pay the Executive his full base salary through his termination date at the rate in effect at the time the notice of termination is given, and the Company shall have no further obligations under this Agreement. (c) If the Company Terminates the Executive's Employment for other than Cause, or if the Executive Terminates Employment for Good Reason, then the Company shall pay to the Executive as severance pay (and without regard to the provisions of any benefit plan) in one or more payments within 30 days following the Executive's Date of Termination, the sum of the following amounts: (i) any accrued and owing portion of the Executive's full base salary through the Date of Termination at a rate equal to the greater of the rate in effect immediately before the occurrence of the event(s) giving rise to the termination or the rate in effect immediately before the Change in Control; plus an amount equal to unpaid salary with respect to any vacation days accrued but not taken as of the Date of Termination; (ii) a pro-rata bonus determined by multiplying the greater of (A) the Executive's target annual bonus (assuming 100% fulfillment of all elements of the formula under which such bonus would have been calculated) for the year in which the Date of Termination occurs, or (B) the average of the annual bonuses paid or payable to the Executive for the three calendar years immediately before the year in which the Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days in the year of termination up to and including the Date of Termination and the denominator of which is 365; (iii) an amount equal to the greater of (I) the product of (A) the sum of his salary for the twelve months immediately prior to the occurrence of the event(s) giving rise to the notice of termination, plus the greater of (i) his target bonus of 85% of the salary set forth in the preceding clause (assuming, for purposes of this agreement there were 100% fulfillment of all elements of the formula under which such bonus would have been calculated), or (ii) the average of the annual bonuses paid or payable to him for the three (3) calendar years immediately preceding the year in which the Date of Termination occurs, multiplied by (B) three; or (II) $3 million; and (iv) in lieu of any further payments not otherwise addressed by this Agreement under any long term incentive or compensation plan of the Company or any subsidiary thereof or any successor plan, an amount equal to all awards thereunder earned or accrued, but not yet paid, for periods up to and including the Date of Termination. (d) If the Company Terminates the Executive's Employment for other than Cause, or if the Executive Terminates Employment for Good Reason, then the Company shall, in addition to paying the amounts owed to the Executive pursuant to Subsection (c): (i) maintain in full force and effect, for the three years following the Executive's Termination of Employment, for the continued benefit of the Executive (and his spouse and dependents, if applicable), all life insurance, health and accident, and disability plans and programs in which the Executive was entitled to participate immediately before the occurrence of the event(s) giving rise to the notice of termination, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. If the Executive's continued participation in any such plan or program is barred, the Company shall arrange to provide the Executive upon comparable terms with benefits substantially similar to the benefits to which the Executive would otherwise have been entitled under such plans and programs. At the end of the three year period of continued coverage, the Executive shall have the option to have assigned to him, at no cost and with no apportionment of pre-paid premiums, any assignable insurance policy owned by the Company or any subsidiary thereof and relating specifically to the Executive. The Executive's receipt, from a new employer, of any of the benefits described in this Subsection shall not eliminate the Company's obligations to provide the Executive with such benefits (or their equivalent), but shall act as an offset to the Company's obligations hereunder; (ii) in addition to the retirement benefits to which the Executive is entitled under each defined benefit pension plan of the Company ("Pension Plan") or any successor plan thereto, including, but not limited to the Retirement Plan and the Supplemental Retirement Plan, the Company shall pay to the Executive, in cash within 30 days following his Date of Termination, a lump sum amount equal to the excess of (A) the actuarial equivalent of the retirement pension payable as a level single life annuity beginning as of the first day of the month following the Executive's 65th birthday or earlier date after the Executive's Termination of Employment (taking into account any early retirement subsidies associated therewith) that the Executive would have accrued under the terms of each such Pension Plan (without regard to any amendment to such Pension Plan made after a Change in Control that adversely affects in any manner the computation of retirement benefits thereunder), determined as if the Executive were fully vested thereunder and had accumulated service for three years following his Termination of Employment and had been credited under each such Pension Plan during such period with compensation equal to the higher of the Executive's annual base salary in effect immediately before the occurrence of the event(s) giving rise to the notice of termination or the Executive's annual base salary at the rate in effect immediately before the Change in Control, plus the greater of the Executive's target annual bonus (assuming 100% fulfillment of all elements of the formula under which such bonus would have been calculated) for the year in which the Date of Termination occurs or the average of the Executive's annual bonuses for the three years immediately preceding the year in which the Date of Termination occurs over (B) the actuarial equivalent of the retirement pension payable as a level single life annuity beginning as of the first day of the month following the Executive's 65th birthday or earlier date after the Executive's Termination of Employment (taking into account any early retirement subsidies associated therewith) that the Executive had accrued pursuant to the provisions of each such Pension Plan as of the Date of Termination. For purposes of the preceding sentence, the annuity starting date providing the largest payment to the Executive shall be used. For purposes of this paragraph, "actuarial equivalent" shall be determined using the same methods and assumptions utilized under each of the Pension Plans, as applicable, immediately before occurrence of the event(s) giving rise to the notice of termination (without regard to any amendment of such methods and assumptions made after a Change in Control that results in a lower payment under this paragraph); (iii) all awards to the Executive under any Company stock plan shall vest upon the Change in Control. This paragraph supersedes any inconsistent provisions in any stock plan or award issued thereunder, and constitutes an amendment to any such award that has been approved by the Committee as provided under any stock plan (provided, however, that notwithstanding any agreement elsewhere to the contrary, the period of time in which the Executive may exercise vested stock awards shall end on the earlier of the date on which the right to exercise such award would have expired if the Executive had remained an employee of the Company or two years from the Date of Termination); (iv) the Company shall reimburse the Executive for individual outplacement services to be provided by a firm of the Executive's choice or, at the Executive's election, provide the Executive with the use of office space, office supplies, and secretarial assistance satisfactory to the Executive. The aggregate expenditures of the Company pursuant to this paragraph shall not exceed $20,000; (v) the Company shall continue to pay the Executive any car allowance in effect as of the Date of Termination for the three year period thereafter, (vi) the Company shall cause title to the laptop or notebook computer (and the associated docking station, if any) provided by the Company or any of its subsidiaries for the Executive's principal use to be transferred to the Executive, and shall permit the Executive's use of any "shrink wrap" or other standard software generally installed with a new computer (such as the operating system, office programs, etc.) under the Company's licenses for the three year period following the Date of Termination, provided that appropriate measures are taken by the Company's Information Services Department to insure that all proprietary information and software, as well as any software solely related to use of the Company's networks is removed; and (vii) the Company shall pay all reasonable out-of-pocket expenses, including reasonable legal fees and legal expenses, incurred by the Executive in connection with any judicial or other proceeding, including any arbitration proceeding, to enforce this Agreement or to construe, determine, or defend the validity of this Agreement. (e) This Agreement and all payments pursuant hereto are intended to comply with Code Section 409A and the guidance thereunder, and this Agreement shall be construed accordingly. To the extent that compliance with Section 409A(a)(2)(B)(i) would require any payment otherwise provided for by this Agreement to be delayed, such payment shall be made as soon as administratively feasible after the period of delay required by Code Section 409A(a)(2)(B)(i).

BENEFITS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL. (a) The Executive shall be entitled to benefits under this Section, rather than under any other severance program of the Company, if he incurs a Termination of Employment under the circumstances described in this Section following a Change in Control. (b) If the Company Terminates the Executive's Employment for Cause, the Company shall be obliged to pay the Executive his full base salary through his termination date at the rate in effect at the time the notice of termination is given, and the Company shall have no further obligations under this Agreement. (c) If the Company Terminates the Executive's Employment for other than Cause, or if the Executive Terminates Employment for Good Reason, then the Company shall pay to the Executive as severance pay (and without regard to the provisions of any benefit plan) in one or more payments within 30 days following the Executive's Date of Termination, the sum of the following amounts: (i) any accrued and owing portion of the Executive's full base salary through the Date of Termination at a rate equal to the greater of the rate in effect immediately before the occurrence of the event(s) giving rise to the termination or the rate in effect immediately before the Change in Control; plus an amount equal to unpaid salary with respect to any vacation days accrued but not taken as of the Date of Termination; (ii) a pro-rata bonus determined by multiplying the greater of (A) the Executive's target annual bonus (assuming 100% fulfillment of all elements of the formula under which such bonus would have been calculated) for the year in which the Date of Termination occurs, or (B) the average of the annual bonuses paid or payable to the Executive for the three calendar years immediately before the year in which the Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days in the year of termination up to and including the Date of Termination and the denominator of which is 365; (iii) an amount equal to the greater of (I) the product of (A) the sum of his (1) the Executive's annual base salary for at a rate equal to the twelve months greater of the rate in effect immediately prior to before the occurrence of the event(s) giving rise to the notice of terminationtermination or the rate in effect immediately before the Change in Control, plus and (2) the greater of the Executive's target annual bonus (i) his target bonus of 85% of the salary set forth in the preceding clause (assuming, for purposes of this agreement there were assuming 100% fulfillment of all elements of the formula under which such bonus would have been calculated), ) for the year in which the Date of Termination occurs or (ii) the average of the annual bonuses paid or payable to him the Executive for the three (3) calendar years immediately preceding before the year in which the Date of Termination occurs, multiplied by (B) three; or (II) $3 million; and (iv) in lieu of any further payments not otherwise addressed by this Agreement under any long term incentive or compensation plan of the Company or any subsidiary thereof or any successor plan, an amount equal to all awards thereunder earned or accrued, but not yet paid, for periods up to and including the Date of Termination. (d) If the Company Terminates the Executive's Employment for other than Cause, or if the Executive Terminates Employment for Good Reason, then the Company shall, in addition to paying the amounts owed to the Executive pursuant to Subsection (c): (i) maintain in full force and effect, for the three years following the Executive's Termination of Employment, for the continued benefit of the Executive (and his spouse and dependents, if applicable), all life insurance, health and accident, and disability plans and programs in which the Executive was entitled to participate immediately before the occurrence of the event(s) giving rise to the notice of termination, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. If the Executive's continued participation in any such plan or program is barred, the Company shall arrange to provide the Executive upon comparable terms with benefits substantially similar to the benefits to which the Executive would otherwise have been entitled under such plans and programs. At the end of the three year period of continued coverage, the Executive shall have the option to have assigned to him, at no cost and with no apportionment of pre-paid premiums, any assignable insurance policy owned by the Company or any subsidiary thereof and relating specifically to the Executive. The Executive's receipt, from a new employer, of any of the benefits described in this Subsection shall not eliminate the Company's obligations to provide the Executive with such benefits (or their equivalent), but shall act as an offset to the Company's obligations hereunder; (ii) in addition to the retirement benefits to which the Executive is entitled under each defined benefit pension plan of the Company ("Pension Plan") or any successor plan thereto, including, but not limited to the Retirement Plan and the Supplemental Retirement Plan, the Company shall pay to the Executive, in cash within 30 days following his Date of Termination, a lump sum amount equal to the excess of (A) the actuarial equivalent of the retirement pension payable as a level single life annuity beginning as of the first day of the month following the Executive's 65th birthday or earlier date after the Executive's Termination of Employment (taking into account any early retirement subsidies associated therewith) that the Executive would have accrued under the terms of each such Pension Plan (without regard to any amendment to such Pension Plan made after a Change in Control that adversely affects in any manner the computation of retirement benefits thereunder), determined as if the Executive were fully vested thereunder and had accumulated service for three years following his Termination of Employment and had been credited under each such Pension Plan during such period with compensation equal to the higher of the Executive's annual base salary in effect immediately before the occurrence of the event(s) giving rise to the notice of termination or the Executive's annual base salary at the rate in effect immediately before the Change in Control, plus the greater of the Executive's target annual bonus (assuming 100% fulfillment of all elements of the formula under which such bonus would have been calculated) for the year in which the Date of Termination occurs or the average of the Executive's annual bonuses for the three years immediately preceding the year in which the Date of Termination occurs over (B) the actuarial equivalent of the retirement pension payable as a level single life annuity beginning as of the first day of the month following the Executive's 65th birthday or earlier date after the Executive's Termination of Employment (taking into account any early retirement subsidies associated therewith) that the Executive had accrued pursuant to the provisions of each such Pension Plan as of the Date of Termination. For purposes of the preceding sentence, the annuity starting date providing the largest payment to the Executive shall be used. For purposes of this paragraph, "actuarial equivalent" shall be determined using the same methods and assumptions utilized under each of the Pension Plans, as applicable, immediately before occurrence of the event(s) giving rise to the notice of termination (without regard to any amendment of such methods and assumptions made after a Change in Control that results in a lower payment under this paragraph); (iii) all awards to the Executive under any Company stock plan shall vest upon the Change in Control. This paragraph supersedes any inconsistent provisions in any stock plan or award issued thereunder, and constitutes an amendment to any such award that has been approved by the Committee as provided under any stock plan (provided, however, that notwithstanding any agreement elsewhere to the contrary, the period of time in which the Executive may exercise vested stock awards shall end on the earlier of the date on which the right to exercise such award would have expired if the Executive had remained an employee of the Company or two years from the Date of Termination); (iv) the Company shall reimburse the Executive for individual outplacement services to be provided by a firm of the Executive's choice or, at the Executive's election, provide the Executive with the use of office space, office supplies, and secretarial assistance satisfactory to the Executive. The aggregate expenditures of the Company pursuant to this paragraph shall not exceed $20,000; (v) the Company shall continue to pay the Executive any car allowance in effect as of the Date of Termination for the three year period thereafter, (vi) the Company shall cause title to the laptop or notebook computer (and the associated docking station, if any) provided by the Company or any of its subsidiaries for the Executive's principal use to be transferred to the Executive, and shall permit the Executive's use of any "shrink wrap" or other standard software generally installed with a new computer (such as the operating system, office programs, etc.) under the Company's licenses for the three year period following the Date of Termination, provided that appropriate measures are taken by the Company's Information Services Department to insure that all proprietary information and software, as well as any software solely related to use of the Company's networks is removed; and (vii) the Company shall pay all reasonable out-of-pocket expenses, including reasonable legal fees and legal expenses, incurred by the Executive in connection with any judicial or other proceeding, including any arbitration proceeding, to enforce this Agreement or to construe, determine, or defend the validity of this Agreement. (e) This Agreement and all payments pursuant hereto are intended to comply with Code Section 409A and the guidance thereunder, and this Agreement shall be construed accordingly. To the extent that compliance with Section 409A(a)(2)(B)(i) would require any payment otherwise provided for by this Agreement to be delayed, such payment shall be made as soon as administratively feasible after the period of delay required by Code Section 409A(a)(2)(B)(i).