Common use of Benefits Upon Termination of Employment Clause in Contracts

Benefits Upon Termination of Employment. (a) The following provisions will apply if a Change in Control occurs during the Term, and (i) at any time during the 24 months after the Change in Control occurs (whether during or after the expiration of the Term), the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or Executive terminates his employment with Employer for Good Reason, or (ii) at any time during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reason: (1) Employer shall pay Executive an amount equal to 36 times the sum of (a) Executive's Base Salary plus (b) one-twelfth of his Bonus. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first day of such calendar year and ending on the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (3) Executive shall receive any and all benefits accrued under any Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan and other plan or program, and Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreement. (A) Employer shall pay to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5) If upon the date of termination of Executive's employment Executive holds any options with respect to stock of Employer, all such options will immediately become exercisable upon such date and will be exercisable for 200 days thereafter. Any restrictions on stock of Employer owned by Executive on the date of termination of his employment will lapse on such date. (6) During the Severance Period Executive and his spouse and other dependents will continue to be covered by all Welfare Plans maintained by Employer in which he and his spouse and other dependents were participating immediately prior to the date of his termination as if he continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. Coverage under any such Welfare Plan will cease if and when Executive obtains employment with another employer during the Severance Period, and becomes eligible for coverage under any substantially similar Welfare Plan provided by his new employer. (7) During the Severance Period, Executive shall not be entitled to reimbursement for fringe benefits, including without limitation, dues and expenses related to club memberships, automobile expenses, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The following provisions will apply if a Change in Control occurs during the Term, and (i) at any time during the 24 months after the Change in Control occurs (whether during or after the expiration of the Term), the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or Executive terminates his employment with Employer for Good Reason, or (ii) at any time during the seventh thirteenth month after the Change in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reason: (1) Employer shall pay Executive an amount equal to 36 two times the greater of: (A) the sum of (a) Executive's ’s Base Salary plus and Target Bonus, or (bB) onethe sum of Executive’s Five-twelfth of his Year Average Base Salary and Five-Year Average Actual Bonus. Such amount shall be paid to Executive in a lump sum within 180 60 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, Target Bonus that is applicable to the period commencing on the first day of such the calendar year in which the employment of Executive is terminated and ending on the date of such termination. Such amount shall be paid to Executive in a lump sum within 180 60 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (3) Executive shall receive any and all benefits accrued under any Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan and other plan or program, and Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreement. (A) For each calendar year ending during the Severance Period, Employer shall pay to Executive a monthly Supplemental Pension Defined Contribution Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that would have been payable allocated to Executive Executive’s accounts under all Pension Defined Contribution Plans if that Pension were computed (“Accounts”) during such calendar year, assuming (A) by treating that the amount of Executive’s elective deferrals (as defined in Section 402(g)(3) of the Code) equals the amount of such elective deferrals Executive authorized in the calendar year immediately preceding the calendar year in which the date of commencement of the Severance Period as service for all purposes of the Pension Plans and occurs; (B) by considering his that all Employer contributions (except elective deferrals as defined in Section 402(g)(3) of the Code) were allocated to Executive’s Accounts during such calendar year, in the amount that would have been allocated on behalf of Executive had Executive been actively employed during such calendar year; and (C) that Executive’s rate of compensation during (as defined in the Severance Period to be his Base Salary and one-twelfth of his Bonus applicable Defined Contribution Plan for all purposes of determining Employer contributions) during such calendar year is identical to such rate of compensation on the Pension Plansdate immediately preceding his termination of employment; (ii) the aggregate monthly amount of any Pension amount, if any, actually paid allocated to Executive under all Pension Plans.Executive’s Accounts during such year; (B) The Each Supplemental Pension Defined Contribution Benefit payable to Executive hereunder shall be paid to Executive in a lump sum no later than 60 days after the end of each applicable calendar year during the Severance Period; (iC) commencing at In the later event of Executive’s death prior to occur the end of the last day Severance Period, the Supplemental Defined Contribution Benefit shall continue to accrue for the duration of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in on the same form basis as is applicable to the Pension if Executive had not died. Such Supplemental Defined Contribution Benefit shall be payable to Executive under Executive’s Beneficiary at the Pension Planssame time and manner as such Benefit would have been paid to Executive. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (54) If upon the date of termination of Executive's employment Executive holds any options with respect to stock of Employer, all such options will immediately become vested and exercisable upon such date and will be exercisable for 200 days 36 months thereafter. Any restrictions on stock of Employer owned by Executive on the date of termination of his employment will lapse on such date. (65) During the Severance Period Period, Executive and his spouse and other dependents will continue to be covered by all Welfare Plans maintained by Employer in which he and his spouse and other dependents were participating immediately prior to the date of his termination as if he continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. Coverage For purposes of the continuation of Executive’s group health plan coverage required under any such Welfare Plan will cease if and when Executive obtains employment with another employer during Code Section 4980B, to the extent permitted by the applicable group health plan, (i) the period of extended coverage referred to in Code Section 4890B(f)(2)(B)(i)(I) shall commence on the first date that follows the end of the Severance Period, and becomes eligible for coverage (ii) the applicable notice period provided under any substantially similar Welfare Plan provided by his new employer. (7Code Section 4980B(f)(6)(B) During shall commence on the first date that follows the end of the Severance Period, Executive shall not be entitled to reimbursement for fringe benefits, including without limitation, dues and expenses related to club memberships, automobile expenses, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. Upon termination of Executive's employment with Employer under circumstances described in Section 3 above: (a) The following provisions will apply if a Change in Control occurs during the TermSubject to Section 14 hereof, and (i) at any time during the 24 months after the Change in Control occurs (whether during or after the expiration of the Term), the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or Executive terminates his employment with Employer for Good Reason, or (ii) at any time during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reason: (1) Employer shall pay Executive an amount equal to 36 times the sum of (a) Executive's Base Salary plus (b) one-twelfth of his Bonus. Such amount shall be paid to Executive , in a lump sum within 180 thirty (30) days after his date of following Executive's termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of sum of: (i) two (2) times the date 10 days after the date sum of termination, Executive's Base Salary and Executive's Bonus; plus (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation Bonus for the calendar year of termination multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, occurs that is applicable to the period commencing on the first day of such calendar year and ending on have elapsed through the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date termination and the denominator of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that which is no earlier than the later to occur of three hundred sixty-five (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice365). (3b) Subject to Section 14 hereof, Executive shall be entitled to receive any and all benefits accrued under any Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Incentive Plans to the date of termination of employment, the amount, form entitlement to, form, and time of payment of such benefits to be determined by the terms of such Retirement PlanIncentive Plans. For purposes of calculating Executive's benefits under the Incentive Plans, Welfare Plan and other plan or program, and Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), retirement under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreementthereunder. (Ac) Employer shall pay Subject to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause Section 14 hereof, (i) below less Executive's benefits accrued or credited through the amount determined pursuant to clause date of termination of employment under the Xxxxxx Rubbermaid Supplemental Executive Retirement Plan, or its successor (ii“SERP”) below: and the Xxxxxx Rubbermaid Inc. 2008 Deferred Compensation Plan, or its successor (ithe “2008 Deferred Compensation Plan”) the aggregate monthly amount that are not vested as of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating date of termination of employment shall be fully vested and paid in accordance with the Severance Period as service for all purposes terms of the Pension Plans and applicable plan (B) by considering his compensation during subject to any forfeiture provisions applicable to the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plansplans); and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall also pay a monthly Supplemental Death Benefit to Executive, in a lump sum within thirty (30) days following Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in termination of employment, an amount equal to Executive's benefits accrued or credited through the amount determined pursuant to clause (i) below less date of termination of employment under the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount Employer's qualified defined contribution plans that are not vested as of the death benefit that would have been payable to the surviving spouse or other beneficiary date of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes termination of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plansemployment. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5d) If upon the date of termination of Executive's employment employment, Executive holds any options awards with respect to stock securities of Employer, (i) all such awards that are options will shall immediately become exercisable upon such date and will shall be exercisable for 200 days thereafter. Any thereafter until the earlier of the third (3rd) year anniversary of Executive's termination of employment or the expiration of the term of the options; (ii) all restrictions on stock any awards of Employer owned by Executive on restricted securities shall terminate or lapse; and (iii) subject to Section 14 hereof, all performance goals applicable to any performance-based awards shall be deemed satisfied at the date “target” level and paid in accordance with the terms of termination of his employment will lapse on such datethe applicable award agreement. (6e) During the Severance Period Period, Executive and his spouse and other eligible dependents will shall be eligible for coverage under the Welfare Plans as follows: (i) Coverage during the Severance Period under any Welfare Plan that is a group health plan as defined in Title I, Part 6, of the Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Code (“COBRA”), shall be provided under COBRA, except that the maximum coverage period shall be extended from eighteen (18) to twenty-four (24) months. If Executive, his spouse, and/or his dependents elect COBRA coverage under any such Welfare Plan for the first eighteen (18) months, Employer shall pay a portion of the COBRA premiums. The portion to be paid by Employer shall equal the amount necessary so that the total of the COBRA premiums paid by Executive, his spouse, and/or his dependents is equal to the premium that would have been paid by Executive for such coverage as an active employee immediately prior to the Change in Control. For the final six (6) months of COBRA coverage, if continued by Executive, his spouse, and/or his dependents, as applicable, Employer shall reimburse a portion of the COBRA premiums on an after-tax basis. The portion reimbursed by Employer shall equal the amount necessary so that the total of the COBRA premiums paid by Executive, his spouse, and/or his dependents after reimbursements is equal to the premium that would have been paid by Executive for such coverage as an active employee immediately prior to the Change in Control. (ii) Executive and his spouse and eligible dependents shall continue to be covered by all other Welfare Plans maintained by Employer in which he and he, his spouse and other spouse, or eligible dependents were participating immediately prior to the date of his termination of employment, upon the terms and subject to the conditions of those Welfare Plans as in effect immediately prior to the Change in Control or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other senior executives of Employer, as if he continued to be an active employee of Employer Employer; and Employer will continue to pay shall reimburse the costs of such coverage of Executive and his spouse and other dependents under such Welfare Plans on so that the cost to Executive is the same basis as is applicable to active employees covered thereunderthereunder as in effect immediately prior to the Change in Control; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will shall provide substantially identical benefitssimilar benefits and reimburse the same proportion of costs. Coverage The coverage provided under any such Welfare Plan will this Section 4(e) shall cease if and when Executive obtains employment with another employer during the Severance Period, Period and becomes eligible for coverage under any substantially similar Welfare Plan plan provided by his new employer. (7f) During Executive shall be entitled to payment for any accrued but unused vacation in accordance with Employer's policy in effect at Executive's termination of employment in a lump sum within thirty (30) days following such termination. Executive shall not be entitled to receive any payments or other compensation attributable to vacation he would have earned had his employment continued during the Severance Period, and Executive waives any right to receive such compensation. (g) Employer shall, at Employer's expense, provide Executive with six (6) months of executive outplacement services with a professional outplacement firm selected by Employer; provided that the outplacement services must be used by Executive by no later than the end of the second (2nd) calendar year following the calendar year in which the termination of employment occurred. (h) Executive shall not be entitled to reimbursement for fringe benefitsbenefits during the Severance Period, including without limitation, but not limited to dues and expenses related to club memberships, automobile expensesautomobile, cell phone, expenses for professional services services, and other similar perquisites, except as specifically provided herein. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The --------------------------------------- following provisions will apply if a Change in Control occurs during the Term, and (i) at any time during the 24 months after the Change in Control occurs (whether during or after the expiration of the Term), the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or Executive terminates his employment with Employer for Good Reason, or (ii) at any time during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reason: (1) Employer shall pay Executive an amount equal to 36 three times the greater of: (A) the sum of (a) Executive's Base Salary plus and Target Bonus, or (bB) onethe sum of Executive's Five- Year Average Base Salary and Five-twelfth of his Year Average Actual Bonus. Such amount shall be paid to Executive in a lump sum within 180 60 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, Target Bonus that is applicable to the period commencing on the first day of such the calendar year in which the employment of Executive is terminated and ending on the date of such termination. Such amount shall be paid to Executive in a lump sum within 180 60 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (3) Executive shall receive any and all benefits accrued under any Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan and other plan or program, and Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreement. (A) Employer shall pay to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his monthly compensation during the Severance Period to be one-twelfth of his Base Salary and one-twelfth of his the Target Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his monthly compensation during the Severance Period to be one-twelfth of his Base Salary and one-twelfth of his the Target Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (A) For each calendar year ending during the Severance Period, Employer shall pay to Executive a Supplemental Defined Contribution Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the amount that would have been allocated to Executive's accounts under all Defined Contribution Plans ("Accounts") during such calendar year, assuming (A) that the amount of Executive's elective deferrals (as defined in Section 402(g)(3) of the Code) equals the amount of such elective deferrals Executive authorized in the calendar year immediately preceding the calendar year in which the date of commencement of the Severance Period occurs; (B) that all Employer contributions (except elective deferrals as defined in Section 402(g)(3) of the Code) were allocated to Executive's Accounts during such calendar year, in the amount that would have been allocated on behalf of Executive had Executive been actively employed during such calendar year; and (C) that Executive's rate of compensation (as defined in the applicable Defined Contribution Plan for purposes of determining Employer contributions) during such calendar year is identical to such rate of compensation on the date immediately preceding his termination of employment; (ii) the amount, if any, actually allocated to Executive's Accounts during such year; (B) Each Supplemental Defined Contribution Benefit shall be paid to Executive in a lump sum no later than 60 days after the end of each applicable calendar year during the Severance Period; (C) In the event of Executive's death prior to the end of the Severance Period, the Supplemental Defined Contribution Benefit shall continue to accrue for the duration of the Severance Period on the same basis as if Executive had not died. Such Supplemental Defined Contribution Benefit shall be payable to Executive's Beneficiary at the same time and manner as such Benefit would have been paid to Executive. (5) If upon the date of termination of Executive's employment Executive holds any options with respect to stock of Employer, all such options will immediately become vested and exercisable upon such date and will be exercisable for 200 days 36 months thereafter. Any restrictions on stock of Employer owned by Executive on the date of termination of his employment will lapse on such date. (6) During the Severance Period Period, Executive and his spouse and other dependents will continue to be covered by all Welfare Plans maintained by Employer in which he and his spouse and other dependents were participating immediately prior to the date of his termination as if he continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. Coverage For purposes of the continuation of Executive's group health plan coverage required under any such Welfare Plan will cease if and when Executive obtains employment with another employer during Code Section 4980B, to the extent permitted by the applicable group health plan, (i) the period of extended coverage referred to in Code Section 4890B(f)(2)(B)(i)(I) shall commence on the first date that follows the end of the Severance Period, and becomes eligible for coverage (ii) the applicable notice period provided under any substantially similar Welfare Plan provided by his new employer. (7Code Section 4980B(f)(6)(B) During shall commence on the first date that follows the end of the Severance Period, Executive shall not be entitled to reimbursement for fringe benefits, including without limitation, dues and expenses related to club memberships, automobile expenses, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The following provisions will apply if a Change in Control occurs during the TermIf, and (i) at any time during the 24 months after the Twenty-Four (24) month period following a Change in Control occurs Control, (whether during or after the expiration of the Term), i) the employment of the Executive with the Employer is terminated by the Employer for any reason other than Good Cause, or (ii) the Executive terminates his employment with the Employer for Good Reason, or (ii) at any time during the seventh month after the Change in Control occurs (whether during or Reason within one year after the expiration of the Term30 day cure period referred to in Section 5(f)(C) below (any employment termination described in the foregoing clause (i) or (ii) during the 24 month period following a Change in Control being hereafter sometimes referred to as a “Compensable Termination”), the following provisions will apply. The following provisions will also apply to any termination of the employment of the Executive terminates his by the Employer without Good Cause or by the Executive for Good Reason which is covered by and occurs within the applicable time period contemplated by Section 4(b) below, and to any termination of employment with Employer by the Executive for Good Reason under the circumstances described in Section 8 below (and any reason:such termination of the Executive’s employment covered by Section 4(b) or Section 8 shall be included within the term “Compensable Termination”). (1) Employer shall pay Executive an amount equal to 36 times the sum of (a) Executive's Base Salary plus (b) one-twelfth of his Bonus. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than On the later to occur of (i) the date 10 days tenth day after the date of termination, and (ii) the date 10 days after receipt of such noticeEmployer shall pay the Executive a lump sum payment equal to the Severance Amount. (2b) Employer shall pay Executive an amount equal to On the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first tenth day of such calendar year and ending on the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, the Employer shall pay the Executive his annual incentive award for the fiscal year of the Employer preceding the fiscal year of the Employer in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination, the amount of such annual incentive award to be determined in accordance with the annual incentive plan that was in effect for such preceding fiscal year. (c) On the tenth day after the date of termination, the Employer shall pay Executive a prorated annual incentive award for the fiscal year of the Employer in which the Compensable Termination occurs, such prorated annual incentive award to be determined by multiplying the Average Historical Incentive Award (as defined in paragraph 5(b) below) by a fraction the numerator of which shall be the number of days elapsed in such fiscal year through (and (iiincluding) the date 10 days after receipt on which the Compensable Termination occurs and the denominator of such noticewhich shall be the number 365. (3d) The Executive shall receive any and all other benefits accrued to which the Executive may be entitled following termination of employment under the terms of any Retirement Plan, Welfare Plan or other plan or program incentive plans and retirement plans in which he participates at the date of participated prior to termination of employment, to the date of termination of employment, the . The amount, form and time of payment of such benefits to shall be determined by the terms of such Retirement Plan, Welfare Plan plans and other plan or program, and the Executive's ’s employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all retirement under each such Plans and other plans or programs not subject to plan except the qualification requirements of Section 401 qualified retirement plan (a401(k) of the Internal Revenue Code of 1986 as amended ("Code"plan), under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreement. (Ae) Employer shall pay to Executive a monthly Supplemental Pension Benefit The Executive’s medical plan coverage will continue at the same level of coverage and benefits (including dependent coverage, if any) in an amount equal to effect at the amount determined pursuant to clause time of the Change in Control, until the earlier of (i) below less eighteen (18) months after the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; Compensable Termination, or (ii) the aggregate monthly amount of any Pension actually paid to time when the Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in obtains comparable coverage through a new employer. These benefits will continue with the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances employee cost in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5) If upon the date of termination of Executive's employment Executive holds any options with respect to stock of Employer, all such options will immediately become exercisable upon such date and will be exercisable for 200 days thereafter. Any restrictions on stock of Employer owned by Executive on the date of termination of his employment will lapse on such date. (6) During the Severance Period Executive and his spouse and other dependents will continue to be covered by all Welfare Plans maintained by Employer in which he and his spouse and other dependents were participating effect immediately prior to the date Change in Control. This provision is intended to comply with the requirements of his termination as if he continued “COBRA” continuation coverage. This continuation coverage is deemed to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. Coverage under any such Welfare Plan will cease if and when Executive obtains employment with another employer during the Severance Period, and becomes eligible for coverage under any substantially similar Welfare Plan provided by his new employercommence upon termination. (7f) During On the Severance Periodtenth day after the date of termination, the Executive shall be paid all earned but unpaid or unused vacation pay at the time of termination. He shall not be entitled to payments for vacation periods he would have earned had his employment continued after the date on which the Compensable Termination occurred. In addition, except as otherwise provided herein, the Executive shall not be entitled to reimbursement for any fringe benefits, benefits including without limitation, dues and expenses related to club memberships, automobile expenses, expenses for professional services and other similar perquisitesthe use of a company automobile. (bg) If On the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through tenth day after the date of his termination, and Employer shall have no further obligation the Executive will be paid a lump sum cash payment equal to Executive or any other person the unvested portion of his 401(k) plan balance. If payment is made under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans subparagraph 1(g) and the Welfare Plans401(k) plan balance is subsequently vested, the Executive shall immediately repay the amount paid under this subparagraph 1(g). (ch) Notwithstanding anything herein During the one year period after the Compensable Termination the Executive will be entitled to outplacement assistance provided by a nationally recognized outplacement company selected by the contrary, Employer with a total cost of not more than Fifteen (115%) in percent of Executive’s Base Salary. Page 2 of 14 Any termination of employment by the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30Reason pursuant to the first sentence of this Section 1 or Section 4(b) days prior written notice specifying in detail below is intended to qualify as an “involuntary separation from service” within the reason or reasons for Executive's terminationmeaning of Treasury Regulation section 1.409A-1(n)(2), and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This provisions of this Agreement shall have no effect, be administered and Employer construed accordingly. Any provision of this Agreement that cannot be so administered and construed shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Controlto that extent be disregarded.

Benefits Upon Termination of Employment. (a) The Provided the Executive executes a Release and the period for revocation of the Release expires before the scheduled commencement date of payment, then beginning on the first regular payroll date of the Bank which occurs at least ninety (90) days following provisions will apply if a Change in Control occurs during the Term, and later of (i) at any time during a Change of Control, or (ii) the 24 months Executive’s Termination of Employment within one year before or after the Change of Control either by action of Fidelity other than a Termination for Cause, Disability or death, or by action of the Executive upon a Termination for Good Reason, the Executive will be entitled to the compensation described in Control occurs this Section. (whether during b) Executive will be paid severance equal to the excess of the Executive’s Final Compensation over the aggregate amount initially contingently payable under Section 14 (the “Salary Continuance Benefit”). Any such reduction required in the payments under this Agreement will proportionately reduce each payment otherwise due under this Agreement. The Salary Continuance Benefit will be made net of all required Federal and State withholding taxes and similar required withholdings and authorized deductions. The Salary Continuance Benefit shall be payable to the estate of the Executive upon the death of the Executive after the amounts become payable. If the Executive is not a Specified Employee, the Salary Continuance Benefit will be payable in 24 equal semi-monthly installments commencing on the 15th or last day of the month immediately following the date after the expiration of the Term), ninety (90) day period after the employment later of Executive with Employer is terminated by Employer for any reason other than Good Cause, or Executive terminates his employment with Employer for Good Reason, the (i) Change of Control or (ii) at any time during Termination of Employment, whichever date occurs first, and then continuing on the seventh 15th and last day of each calendar month after thereafter until all such installments are paid. If the Change in Control occurs (whether during Executive is a Specified Employee, the Salary Continuance Benefit shall not be payable until the first 15th or after the expiration last day of the Term), Executive terminates his employment with Employer for any reason: (1) Employer shall pay Executive an amount equal to 36 times the sum of (a) Executive's Base Salary plus (b) one-twelfth of his Bonus. Such amount shall be paid to Executive in a lump sum within 180 days month which is at least six months after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first day of such calendar year and ending on the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (3) Executive shall receive any and all benefits accrued under any Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan and other plan or program, and Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreement. (A) Employer shall pay to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the Executive’s Termination of Employment or the Change of Control. All installments, which would have otherwise been required to be made over such six-month period if the Executive had not been a Specified Employee, shall be paid to the Executive in one lump sum payment on the first 15th or last day of the Severance Period month which is at least six months after the Executive’s Termination of Employment or Change of Control, as applicable. After the date payment of his Pension commences under lump sum payment, the Pension Plans; and remaining semi-monthly installments (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount each equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount 1/24 of the death benefit that would have been payable to Salary Continuance Benefit) will continue on the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans 15th and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes last day of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5) If upon the date of termination of Executive's employment Executive holds any options with respect to stock of Employer, calendar month until all such options will immediately become exercisable upon such date and will be exercisable for 200 days thereafter. Any restrictions on stock of Employer owned by Executive on the date of termination of his employment will lapse on such date. (6) During the Severance Period Executive and his spouse and other dependents will continue to be covered by all Welfare Plans maintained by Employer in which he and his spouse and other dependents were participating immediately prior to the date of his termination as if he continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. Coverage under any such Welfare Plan will cease if and when Executive obtains employment with another employer during the Severance Period, and becomes eligible for coverage under any substantially similar Welfare Plan provided by his new employer. (7) During the Severance Period, Executive shall not be entitled to reimbursement for fringe benefits, including without limitation, dues and expenses related to club memberships, automobile expenses, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plansinstallments are paid. (c) Notwithstanding anything herein In the event that prior to a Change of Control the Executive incurs an involuntary Termination of Employment other than for Cause, Disability or death, then to the contraryextent permitted by applicable law which will not result in the imposition of excise taxes, for a period of up to six (6) months Fidelity will fully subsidize the otherwise required premium payments for any health care continuation coverage (for example, COBRA) which is required by applicable federal law to be made available to the Executive and the Executive's dependents, beneficiaries or former spouse, as elected by the Executive, beneficiary, dependent or former spouse. In the event that within one (1) year after a Change of Control the Executive incurs either an involuntary Termination of Employment other than for Cause, Disability or death, or a Termination of Employment for Good Reason, then to the extent permitted by applicable law which will not result in the imposition of excise taxes, for a period of up to twelve (12) months Fidelity will fully subsidize the otherwise required premium payments for any health care continuation coverage (for example, COBRA) which is required by applicable federal law to be made available to the Executive and the Executive's dependents, beneficiaries or former spouse, as elected by the Executive, beneficiary, dependent or former spouse. Any benefit provided under this Section 4(c) shall be referred to as a Welfare Continuance Benefit. (d) If the Executive violates any of the undertakings set forth in Sections 10, 11, 12 and 13 of this Agreement after the Termination of Employment, any additional compensation and benefits under this Section 4 shall cease and be forfeited. (e) Anything in this Agreement to the contrary notwithstanding, in the event Employer it shall terminate be determined in a written opinion by the employment firm of Executive for Good Cause hereunder, Employer shall give Executive at least certified public accountants regularly used by Fidelity (the “Accounting Firm”) (such determination to be made within thirty (30) days prior written notice specifying in detail of a request by the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change of Control) or by the Internal Revenue Service that any payment or distribution by Fidelity to or for the benefit of the Executive under this Agreement (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest and penalties accrued due to the Executive’s failure to pay or underpayment of such tax in Controlreliance on the opinion of Fidelity’s firm of certified public accountants, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. the Executive shall promptly notify Fidelity in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Fidelity of the Gross-Up Payment. The Executive shall provide Fidelity with a reasonable opportunity to contest such claim. Fidelity and the Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of Fidelity or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 4(e). The Federal, state and local income or other tax returns filed by the Executive shall be prepared and filed on a consistent basis with the determination with respect to the Excise Tax payable by the Executive. The Executive, at the request of Fidelity, shall provide Fidelity true and correct copies (with any amendments) of his Federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by Fidelity, evidencing such conformity.

Benefits Upon Termination of Employment. (a) The following provisions will apply if If, before a Change in --------------------------------------- Control occurs during at the Term, and (i) request or direction of the acquiring party or at any time during the 24 months after the 12-month period following a Change in Control occurs Control, (whether during or after the expiration of the Term), the 1)the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or (2) Executive terminates his employment with Employer for Good Reason, or (ii) at any time Employer shall, during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term)Severance Period, Executive terminates his employment with Employer for any reason: (1) Employer shall continue to pay Executive an amount equal to 36 times the sum of (a) Executive's Base Salary plus (b) one-twelfth of his BonusSalary. Such amount shall will be paid during the Severance Period in monthly or other installments, similar to those being received by Executive at the date of the Change in a lump sum within 180 days after his Control, and will commence as soon as practicable following the date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first day of such calendar year and ending on the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (3) Executive shall receive any and all vested benefits accrued under any Incentive Plans and Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Plans to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan and other plan or program, and Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Incentive Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), under circumstances that have the most favorable result for Executive thereunder for all purposes of such Retirement Plans and other plans or programs. Payment such benefits shall not be made at the earliest date permitted reduced by amounts payable under any such Plan or other plan or program that is not funded with a trust agreementthis Agreement. (A) Employer shall pay to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5b) If upon the date of termination of Executive's employment employment, Executive holds any options with respect to stock of EmployerCorporation, all such options will immediately become exercisable upon such date and will be exercisable for 200 not less than 90 days thereafter. Any restrictions on To the extent such acceleration of vesting or exercisability of such options is not permissible under the terms of any plan pursuant to which the options were granted, Employer will pay to Executive, in a lump sum, within 90 days after termination of employment, an amount equal to the excess, if any, of the aggregate fair market value of all stock of Employer owned by Executive Corporation subject to such options, determined on the date of termination of his employment employment, over the aggregate option price of such stock, and Executive will lapse surrender all such options unexercised. For the purposes of this Agreement, in the event that such stock is listed on an established national or regional stock exchange, is admitted to quotation on the National Association of Securities Dealers Automated Quotation System, or is publicly traded in an established securities market, in determining the fair market value of the stock, Employer shall use the average of the closing prices of such stock on such exchange or System or in such market (the highest such closing price if there is more than one such exchange or market) on the five trading dates immediately before the date of termination (or, if there is no such closing price, then the Board shall use the mean between the highest bid and lowest asked prices or between the high and low prices on such date), or, if no sale of the Stock has been made on one or more of such dates, on the next preceding day on which any such sale shall have been made. (6c) During the Severance Period Period, Executive and his spouse and other dependents will continue to be covered by all Welfare Plans Plans, maintained by Employer in which he and or his spouse and other dependents were participating immediately prior to the date of his termination as if he continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunderEmployer; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. Coverage under any such Welfare Plan will cease if and when If, however, Executive obtains employment with another employer during the Severance Period, and becomes eligible for such coverage under shall be provided only to the extent that the coverage exceeds the coverage of any substantially similar Welfare Plan plans provided by his new employer. (7) During the Severance Period, Executive shall not be entitled to reimbursement for fringe benefits, including without limitation, dues and expenses related to club memberships, automobile expenses, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The following provisions will apply if a Change in Control occurs during the Term, and (i) at any time during the 24 months after the Change in Control occurs (whether during or after the expiration of the Term), the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or Executive terminates his employment with Employer for Good Reason, or (ii) at any time during the seventh thirteenth month after the Change in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reason: (1) Employer shall pay Executive an amount equal to 36 two times the greater of: (A) the sum of (a) Executive's Base Salary plus and Target Bonus, or (bB) onethe sum of Executive's Five-twelfth of his Year Average Base Salary and Five-Year Average Actual Bonus. Such amount shall be paid to Executive in a lump sum within 180 60 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, Target Bonus that is applicable to the period commencing on the first day of such the calendar year in which the employment of Executive is terminated and ending on the date of such termination. Such amount shall be paid to Executive in a lump sum within 180 60 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (3) Executive shall receive any and all benefits accrued under any Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan and other plan or program, and Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreement. (A) Employer shall pay to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his monthly compensation during the Severance Period to be one-twelfth of his Base Salary and one-twelfth of his the Target Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his monthly compensation during the Severance Period to be one-twelfth of his Base Salary and one-twelfth of his the Target Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (A) For each calendar year ending during the Severance Period, Employer shall pay to Executive a Supplemental Defined Contribution Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the amount that would have been allocated to Executive's accounts under all Defined Contribution Plans ("Accounts") during such calendar year, assuming (A) that the amount of Executive's elective deferrals (as defined in Section 402(g)(3) of the Code) equals the amount of such elective deferrals Executive authorized in the calendar year immediately preceding the calendar year in which the date of commencement of the Severance Period occurs; (B) that all Employer contributions (except elective deferrals as defined in Section 402(g)(3) of the Code) were allocated to Executive's Accounts during such calendar year, in the amount that would have been allocated on behalf of Executive had Executive been actively employed during such calendar year; and (C) that Executive's rate of compensation (as defined in the applicable Defined Contribution Plan for purposes of determining Employer contributions) during such calendar year is identical to such rate of compensation on the date immediately preceding his termination of employment; (ii) the amount, if any, actually allocated to Executive's Accounts during such year; (B) Each Supplemental Defined Contribution Benefit shall be paid to Executive in a lump sum no later than 60 days after the end of each applicable calendar year during the Severance Period; (C) In the event of Executive's death prior to the end of the Severance Period, the Supplemental Defined Contribution Benefit shall continue to accrue for the duration of the Severance Period on the same basis as if Executive had not died. Such Supplemental Defined Contribution Benefit shall be payable to Executive's Beneficiary at the same time and manner as such Benefit would have been paid to Executive. (5) If upon the date of termination of Executive's employment Executive holds any options with respect to stock of Employer, all such options will immediately become vested and exercisable upon such date and will be exercisable for 200 days 36 months thereafter. Any restrictions on stock of Employer owned by Executive on the date of termination of his employment will lapse on such date. (6) During the Severance Period Period, Executive and his spouse and other dependents will continue to be covered by all Welfare Plans maintained by Employer in which he and his spouse and other dependents were participating immediately prior to the date of his termination as if he continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. Coverage For purposes of the continuation of Executive's group health plan coverage required under any such Welfare Plan will cease if and when Executive obtains employment with another employer during Code Section 4980B, to the extent permitted by the applicable group health plan, (i) the period of extended coverage referred to in Code Section 4890B(f)(2)(B)(i)(I) shall commence on the first date that follows the end of the Severance Period, and becomes eligible for coverage (ii) the applicable notice period provided under any substantially similar Welfare Plan provided by his new employer. (7Code Section 4980B(f)(6)(B) During shall commence on the first date that follows the end of the Severance Period, Executive shall not be entitled to reimbursement for fringe benefits, including without limitation, dues and expenses related to club memberships, automobile expenses, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The following provisions will apply if If, before a Change in Control occurs during Control, at the Termrequest or direction of the acquiring party, and (i) or at any time during the 24 months after the 12-month period following a Change in Control occurs (whether during or after the expiration of the Term), 1) the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or (2) Executive terminates his employment with Employer for Good Reason, or (ii) at any time Employer shall, during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term)Severance Period, Executive terminates his employment with Employer for any reason: (1) Employer shall continue to pay Executive an amount equal to 36 times the sum of (a) Executive's Base Salary plus (b) one-twelfth of his BonusSalary. Such amount shall will be paid during the Severance Period in monthly or other installments, similar to those being received by Executive at the date of the Change in a lump sum within 180 days after his Control, and will commence as soon as practicable following the date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first day of such calendar year and ending on the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (3) Executive shall receive any and all vested benefits accrued under any Incentive Plans and Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Plans to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan and other plan or program, and Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Incentive Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), under circumstances that have the most favorable result for Executive thereunder for all purposes of such Retirement Plans and other plans or programs. Payment such benefits shall not be made at the earliest date permitted reduced by amounts payable under any such Plan or other plan or program that is not funded with a trust agreementthis Agreement. (A) Employer shall pay to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5b) If upon the date of termination of Executive's employment employment, Executive holds any options with respect to stock of EmployerCorporation, all such options will immediately become exercisable upon such date and will be exercisable for 200 not less than 90 days thereafter. Any restrictions on To the extent such acceleration of vesting or exercisability of such options is not permissible under the terms of any plan pursuant to which the options were granted, Employer will pay to Executive, in a lump sum, within 90 days after termination of employment, an amount equal to the excess, if any, of the aggregate fair market value of all stock of Employer owned by Executive Corporation subject to such options, determined on the date of termination of his employment employment, over the aggregate option price of such stock, and Executive will lapse surrender all such options unexercised. For the purposes of this Agreement, in the event that such stock is listed on an established national or regional stock exchange, is admitted to quotation on the National Association of Securities Dealers Automated Quotation System, or is publicly traded in an established securities market, in determining the fair market value of the stock, Employer shall use the average of the closing prices of such stock on such exchange or System or in such market (the highest such closing price if there is more than one such exchange or market) on the five trading dates immediately before the date of termination (or, if there is no such closing price, then the Board shall use the mean between the highest bid and lowest asked prices or between the high and low prices on such date), or, if no sale of the Stock has been made on one or more of such dates, on the next preceding day on which any such sale shall have been made. (6c) During the Severance Period Period, Executive and his spouse and other dependents will continue to be covered by all Welfare Plans Plans, maintained by Employer in which he and or his spouse and other dependents were participating immediately prior to the date of his termination as if he continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunderEmployer; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. Coverage under any such Welfare Plan will cease if and when If, however, Executive obtains employment with another employer during the Severance Period, and becomes eligible for such coverage under shall be provided only to the extent that the coverage exceeds the coverage of any substantially similar Welfare Plan plans provided by his new employer. (7d) During Notwithstanding any other provision of this Agreement to the Severance Periodcontrary, Executive shall not be entitled to reimbursement for fringe benefitsany payment or benefit under this Agreement (including, including without limitation, dues and expenses related pursuant to club memberships, automobile expenses, expenses for professional services and other similar perquisites. (bthe provisions of Section 2(b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(ahereof), Executive's Base Salary shall be paid through the date of his terminationthat, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event reasonable opinion of the independent certified public accountants of Corporation and Employer, would prevent any transaction entered into or to be entered into by Corporation or Employer shall terminate the employment from qualifying as a "pooling of Executive interests" for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's terminationaccounting purposes. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The following provisions will apply if a Change in Control occurs during the TermIf, and (i) at any time during the 24 months after the 36 month period following a Change in Control occurs Control, (whether during or after i) the expiration of Executive's employment with the Term), the employment of Executive with Employer is terminated by the Employer (or any successor to the Employer) for any reason other than Good Cause, or (ii) the Executive terminates his employment with the Employer for Good Reason, or (ii) at any time during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reasonfollowing provisions will apply: (1a) The Employer shall pay provide to the Executive an amount a single sum payment equal to 36 times the sum of (a) two times the Executive's Base Salary plus and two times the Executive's Bonus, to be paid within 60 days of the Executive's termination of employment. (b) one-twelfth of his Bonus. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first day of such calendar year and ending on the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (3) The Executive shall immediately become fully vested and entitled to receive any and all benefits accrued under any Incentive Plans and Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Plans to the date of termination of employment, the which amount, form and time of payment of such benefits to shall be determined by the terms of such Incentive Plan or Retirement Plan, Welfare Plan and other plan or program, and the Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all retirement under each such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), Plan under circumstances that have the most favorable result for the Executive thereunder for all purposes of thereunder. To the extent that such Plans and other plans accelerated vesting or programs. Payment shall be made at the earliest date deemed termination treatment is not permitted under the terms of any such Incentive Plan or other plan Retirement Plan, the Employer will make payments or program that is not funded with a trust agreement. (A) Employer shall pay distributions to the Executive a monthly Supplemental Pension Benefit outside of each such Plan in an amount equal substantially equivalent to the amount determined pursuant to clause (i) below less payments or distributions the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that Executive would have received had such accelerated vesting or deemed termination treatment been payable to Executive permitted under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension the Plan. (Fc) Any actuarial adjustments made under For purposes of all Incentive Plans and Retirement Plans, the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder given service credit for all purposes for, and shall be based upon deemed to be an employee of the same actuarial assumptions as those specified Employer during, the Severance Period. To the extent that such service credit or deemed employee treatment is not permitted under the terms of any such Incentive Plan or Retirement Plan, the Employer will make payments or distributions to the Executive outside of each such Plan in an amount substantially equivalent to the Pension Planspayments or distributions the Executive would have received had such service credit or deemed employee treatment been permitted under the terms of the Plan. (5d) If upon the date of termination of the Executive's employment employment, the Executive holds any options with respect to stock of the Employer, all such options will immediately become fully vested and exercisable upon such date and will be exercisable for 200 the shorter of: (i) 24 months after the date of the Executive's termination of employment; or (ii) for the term of the options as provided in the governing option plan or option agreement. Upon acceleration of vesting and exercise of such options, the Employer will provide to the Executive a lump sum payment, within 60 days thereafter. Any restrictions on after the exercise of such options, in an amount equal to the excess, if any, of the aggregate fair market value of all stock of the Employer owned by Executive on subject to such options, determined as of the date of termination of his employment employment, over the aggregate option price of such stock, and the Executive will lapse on surrender all such dateoptions unexercised. (6e) During the Severance Period Period, the Executive and his spouse and other dependents will continue to be covered by all Welfare Plans maintained by the Employer in which he and his the Executive, spouse and other or dependents were participating immediately prior to before the date of his the Executive's termination as if he the Executive continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided thatEmployer, provided, that if participation in any one or more of such Welfare Plans is not possible under the terms thereof, the Employer will provide substantially identical benefitsbenefits to the Executive and his spouse and other dependents outside of the Welfare Plans for the duration of the Severance Period. Coverage under any such Welfare Plan will cease if and when If, however, the Executive obtains full-time employment with another employer during the Severance Period, and becomes eligible for such coverage under any substantially similar Welfare Plan provided by (other than federally mandated COBRA coverage) shall cease as of the day of his employment with the new employer. (7f) During The Executive shall be entitled to a payment attributable to compensation for unused vacation periods accrued as of the Severance Perioddate of his termination of employment. Payment for accrued, unused vacation shall be made to the Executive in a lump sum within 30 days following the date of the Executive's termination of employment. (g) Subject to the provisions set forth herein, the Executive shall not be entitled to reimbursement for miscellaneous fringe benefitsbenefits during the Severance Period, including without limitation, such as dues and expenses related to club memberships, automobile expenses, memberships or expenses for professional services and other similar perquisitesservices. (bh) If Subject to the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances provisions set forth in subsection 3(a)herein, Executive's Base Salary the Executive shall not be paid through entitled to and the date of his termination, and Employer shall have no further other obligation to Executive or provide any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights severance pay under the Retirement Plans and the Welfare PlansEmployer's severance pay policy or otherwise. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The following provisions will apply if a Change in Control occurs during the Term, and (i) at any time during the 24 months after the Change in Control occurs (whether during or after the expiration Upon termination of the Term), the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or Executive terminates his Executive's employment with Employer for Good Reason, or (ii) at any time during the seventh month after the Change under circumstances described in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reasonSection 3 above: (1a) Employer shall pay Executive an amount equal to 36 Executive, in a lump sum as soon as practicable following Executive's termination of employment, but in no event later than 30 days following such termination, the sum of: (i) three (3) times the sum of (a) the Executive's Base Salary plus (b) one-twelfth of his and the Executive's Bonus. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and plus (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation for Bonus multiplied by a fraction, the calendar numerator of which is the number of days in the fiscal year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first day of such calendar year and ending on occurs through the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date termination and the denominator of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that which is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice365. (3b) Executive shall be entitled to receive any and all benefits accrued under any Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Incentive Plans to the date of termination of employment, the amount, entitlement to, form and time of payment of such benefits to be determined by the terms of such Retirement PlanIncentive Plans. For purposes of calculating Executive's benefits under the Incentive Plans, Welfare Plan and other plan or program, and Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), retirement under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreementthereunder. (Ac) Executive's benefits accrued or credited through the date of termination of employment under the Xxxxxx Rubbermaid Inc. 2008 Deferred Compensation Plan, or its successor (the "2008 Deferred Compensation Plan") that are not vested as of the date of termination of employment shall be fully vested and paid in accordance with the terms of the applicable plan (subject to any forfeiture provision under Section 4.3(d) of the 2008 Deferred Compensation Plan). Employer shall also pay to Executive the Executive, in a monthly Supplemental Pension Benefit lump sum as soon as practicable following Executive's termination of employment, but in no event later than 30 days following such termination, an amount equal to the amount determined pursuant to clause (i) below less Executive's benefits accrued or credited through the amount determined pursuant to clause (ii) below: (i) date of termination of employment under the aggregate monthly amount Employer's qualified defined contribution plans that are not vested as of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes date of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth termination of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plansemployment. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5d) If upon the date of termination of Executive's employment employment, Executive holds any options awards with respect to stock securities of Employer, (i) all such awards that are stock options will shall immediately become fully vested and exercisable upon such date and will shall be exercisable for 200 days thereafter. Any thereafter until the earlier of the third anniversary of Executive's termination of employment or the expiration of the term of the options; (ii) all time-based restrictions on any awards of restricted shares shall terminate or lapse and all time-based awards of restricted stock units shall become fully vested, nonforfeitable and immediately payable to Executive; and (iii) all performance goals applicable to any performance-based awards shall be deemed satisfied at the "target" level and paid in accordance with the terms of Employer owned by Executive on the date applicable award agreement; provided, all performance criteria under Executive's Employment Transition Award of restricted stock units granted pursuant to the Employment Agreement shall be deemed fully satisfied upon the occurrence of a Change in Control (without regard for a condition of a contemporaneous or subsequent termination of his employment will lapse on such dateExecutive's employment). (6e) During the Severance Period Period, Executive and his spouse and other eligible dependents will shall be eligible for coverage under the Welfare Plans as follows: (i) Coverage during the Severance Period under any Welfare Plan that is a group health plan as defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”), shall be provided under COBRA, except that the maximum coverage period shall be extended from 18 to 24 months. If Executive, his spouse, and/or his dependents elect COBRA coverage under any Welfare Plan, Employer shall pay a portion of the COBRA premiums. The portion to be paid by Employer shall equal the amount necessary so that the total of the COBRA premiums paid by Executive, his spouse, and/or his dependents is equal to the premium that would have been paid by Executive for such coverage as an active employee immediately prior to the Change in Control. (ii) Executive and his spouse and eligible dependents shall continue to be covered by all other Welfare Plans maintained by Employer in which he and or his spouse and other or eligible dependents were participating immediately prior to the date of his termination of employment, upon the terms and subject to the conditions of those plans as in effect immediately prior to the Change in Control or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other senior executives of Employer, as if he continued to be an active employee of Employer Employer, and Employer will shall continue to pay the costs of such coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunderthereunder as in effect immediately prior to the Change in Control; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will shall provide substantially identical benefits. Coverage The coverage provided under any such Welfare Plan will this Section 4(e) shall cease if and when Executive obtains employment with another employer during the Severance Period, Period and becomes eligible for coverage under any substantially similar Welfare Plan plans provided by his new employer. (7f) During Executive shall be entitled to payment for any accrued but unused vacation in accordance with Employer's policy in effect at Executive's termination of employment in a lump sum as soon as practicable following Executive's termination of employment, but in no event later than 30 days following such termination. Executive shall not be entitled to receive any payments or other compensation attributable to vacation he would have earned had his employment continued during the Severance Period, and Executive waives any right to receive such compensation. (g) Employer shall, at Employer's expense, provide Executive with six months of executive outplacement services with a professional outplacement firm selected by Employer; provided that the outplacement services must be used by the Executive by no later than the second calendar year following the calendar year in which the termination of employment occurred. (h) Executive shall not be entitled to reimbursement for fringe benefitsbenefits during the Severance Period, including without limitation, such as dues and expenses related to club memberships, automobile expensesautomobile, cell phone, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The following provisions will apply if a Change in Control occurs during the Term, and (i) if at any time during the 24 months after the such Change in Control occurs (whether during or after the expiration of the Term), (i) the employment of Executive with Employer and, if applicable, all Affiliates and Associates is terminated by Employer or such Affiliates and Associates for any reason other than Good Cause, or (ii) Executive terminates his employment with Employer and, if applicable, all Affiliates and Associates for Good Reason, or (ii) at any time during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reason: (1) Employer shall pay Executive or his Beneficiary an amount equal to 36 times the sum of (a) Executive's Base Salary plus (b) one-twelfth of his Bonus. Such amount shall be paid all base salary, bonus and reimbursement for fringe benefits due to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after and unpaid at the date of termination, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive or his Beneficiary an amount equal to the sum of (A) his Base Salary plus (B) his Bonus, all multiplied by two. Such amount shall be paid to Executive or his Beneficiary in a lump sum within 30 days after his date of termination of employment. (3) Employer shall pay Executive or his Beneficiary an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation compensation, under the applicable Incentive Plan, for the calendar fiscal year of Employer in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, occurs that is applicable to the period commencing on the first day of such calendar fiscal year and ending on the date of termination. Such amount shall be paid to Executive or his Beneficiary in a lump sum within 180 30 days after his date of termination of employment; provided. (4) Executive or his Beneficiary, however, Executive, by written notice to Employer, may elect or any other person entitled to receive such payment benefits with respect to Executive under any Incentive Plan, Retirement Plan, Welfare Plan, or any other plan or program maintained by Employer or an Affiliate or Associate in which Executive participates on any date that is no earlier than the later to occur of (i) the date 10 days after the date of terminationtermination of employment, and (ii) the date 10 days after receipt of such notice. (3) Executive shall receive any and all benefits accrued under any Retirement Plan, Welfare such Plan or other plan or program in which he participates at the date of termination of employmentprogram, to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms of such Incentive Plan, Retirement Plan, Welfare Plan and or other plan or program. Payment shall be made at a date selected by Executive, if permitted under any such Plan or other plan or program, and Executive's employment shall be deemed to have terminated by reason of retirementor if no such election is permitted, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreement. (A) Employer shall pay to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plansprogram. (5) If upon the date of termination of Executive's employment employment, Executive holds any options with respect to stock of Employer, all such options will immediately become exercisable upon such date and will be exercisable for 200 365 days thereafter. Any restrictions on stock of Employer owned by Executive on the date of termination of his employment will lapse on such date. To the extent such acceleration or extension of exercise of such options, or such lapse of restrictions, is not permissible under the terms of any plan pursuant to which the options or restricted stock were granted, Employer will pay to Executive or his Beneficiary (A) an amount equal to the excess, if any, of the aggregate fair market value of all stock of Employer subject to such options, determined on the date of termination of employment, over the aggregate exercise price of such options, and Executive or his Beneficiary will surrender all such options unexercised, and (B) the aggregate fair market value on the date of termination of employment of all such restricted stock and Executive or his Beneficiary shall transfer such stock to Employer. Payments pursuant to the preceding sentence will be paid in cash to Executive or his Beneficiary in a lump sum within 30 days after his date of termination of employment. (6) During the Severance Period Period, Executive and his spouse spouse, and other dependents dependents, will continue to be covered by all Welfare Plans maintained by Employer in which he and his spouse spouse, and other dependents dependents, were participating immediately prior to the date of his termination of employment as if he continued to be an employee of Employer or an Affiliate or Associate and Employer will continue to pay the costs of coverage of Executive and his spouse spouse, and other dependents dependents, under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. Coverage under any such Welfare Plan will cease if and when Executive obtains employment with another employer during the Severance Period, and becomes eligible for coverage under any substantially similar Welfare Plan provided by his new employer. Executive's right to continuation of coverage under the Welfare Plans providing health and medical insurance coverage, pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor section), and Sections 601-609 of ERISA (or any successor sections) shall commence on the date of termination of employment pursuant to subsection 2(a). (7) During the Severance Period, Executive shall not be entitled to reimbursement for fringe benefits, including without limitation, dues and expenses related to club memberships, automobile expenses, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer and all Affiliates and Associates is terminated by Employer Employer, such Affiliate or Associate, or Executive other than under circumstances set forth in subsection 3(a2(a), Executive's Base Salary compensation shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this the Agreement. Such termination shall have no effect upon EmployeeExecutive's other rights, including but not limited to, to rights under the any Incentive Plan, Retirement Plans and the Plan, Welfare PlansPlan, or other employee plan or program. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer or any Associate or Affiliate shall terminate the employment of Executive for Good Cause hereunder, Employer or such Associate or Affiliate shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. Notwithstanding anything herein to the contrary, and (2) in the event Executive terminates his shall terminate employment with Employer or any Associate or Affiliate for Good Reason hereunder, Executive shall give Employer or such Associate or Affiliate at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The following provisions will apply if a Change in Control occurs during the TermIf, and (i) at any time during the 24 months after the 36-month period following a Change in Control occurs Control, (whether during or after i) the expiration of Executive's employment with the Term), the employment of Executive with Employer is terminated by the Employer (or any successor to the Employer) for any reason other than Good Cause, or (ii) the Executive terminates his employment with the Employer for Good Reason, or (ii) at any time during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reasonfollowing provisions will apply: (1a) The Employer shall pay provide to the Executive an amount a single sum payment equal to 36 times the sum of (a) two times the Executive's Base Salary plus and two times the Executive's Bonus, to be paid within 60 days of the Executive's termination of employment. (b) one-twelfth of his Bonus. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first day of such calendar year and ending on the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (3) The Executive shall immediately become fully vested and entitled to receive any and all benefits accrued under any Incentive Plans and Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Plans to the date of termination of employment, the which amount, form and time of payment of such benefits to shall be determined by the terms of such Incentive Plan or Retirement Plan, Welfare Plan and other plan or program, and the Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all retirement under each such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), Plan under circumstances that have the most favorable result for the Executive thereunder for all purposes of thereunder. To the extent that such Plans and other plans accelerated vesting or programs. Payment shall be made at the earliest date deemed termination treatment is not permitted under the terms of any such Incentive Plan or other plan Retirement Plan, the Employer will make payments or program that is not funded with a trust agreement. (A) Employer shall pay distributions to the Executive a monthly Supplemental Pension Benefit outside of each such Plan in an amount equal substantially equivalent to the amount determined pursuant to clause (i) below less payments or distributions the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that Executive would have received had such accelerated vesting or deemed termination treatment been payable to Executive permitted under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension the Plan. (Fc) Any actuarial adjustments made under For purposes of all Incentive Plans and Retirement Plans, the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder given service credit for all purposes for, and shall be based upon deemed to be an employee of the same actuarial assumptions as those specified Employer during, the Severance Period. To the extent that such service credit or deemed employee treatment is not permitted under the terms of any such Incentive Plan or Retirement Plan, the Employer will make payments or distributions to the Executive outside of each such Plan in an amount substantially equivalent to the Pension Planspayments or distributions the Executive would have received had such service credit or deemed employee treatment been permitted under the terms of the Plan. (5d) If upon the date of termination of the Executive's employment employment, the Executive holds any options with respect to stock of the Employer, all such options will immediately become fully vested and exercisable upon such date and will be exercisable for 200 the shorter of: (i) 24 months after the date of the Executive's termination of employment; or (ii) for the term of the options as provided in the governing option plan or option agreement. Upon acceleration of vesting and exercise of such options, the Employer will provide to the Executive a lump sum payment, within 60 days thereafter. Any restrictions on after the exercise of such options, in an amount equal to the excess, if any, of the aggregate fair market value of all stock of the Employer owned by Executive on subject to such options, determined as of the date of termination of his employment employment, over the aggregate option price of such stock, and the Executive will lapse on surrender all such dateoptions unexercised. (6e) During the Severance Period Period, the Executive and his spouse and other dependents will continue to be covered by all Welfare Plans maintained by the Employer in which he and his the Executive, spouse and other or dependents were participating immediately prior to before the date of his the Executive's termination as if he the Executive continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided thatEmployer, provided, that if participation in any one or more of such Welfare Plans is not possible under the terms thereof, the Employer will provide substantially identical benefitsbenefits to the Executive and his spouse and other dependents outside of the Welfare Plans for the duration of the Severance Period. Coverage under any such Welfare Plan will cease if and when If, however, the Executive obtains full-time employment with another employer during the Severance Period, and becomes eligible for such coverage under any substantially similar Welfare Plan provided by (other than federally mandated COBRA coverage) shall cease as of the day of his employment with the new employer. (7f) During The Executive shall be entitled to a payment attributable to compensation for unused vacation periods accrued as of the Severance Perioddate of his termination of employment. Payment for accrued, unused vacation shall be made to the Executive in a lump sum within 30 days following the date of the Executive's termination of employment. (g) Subject to the provisions set forth herein, the Executive shall not be entitled to reimbursement for miscellaneous fringe benefitsbenefits during the Severance Period, including without limitation, such as dues and expenses related to club memberships, automobile expenses, memberships or expenses for professional services and other similar perquisitesservices. (bh) If Subject to the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances provisions set forth in subsection 3(a)herein, Executive's Base Salary the Executive shall not be paid through entitled to and the date of his termination, and Employer shall have no further other obligation to Executive or provide any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights severance pay under the Retirement Plans and the Welfare PlansEmployer's severance pay policy or otherwise. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The Provided the Executive executes a Release and the period for revocation of the Release expires before the scheduled commencement date of payment, then beginning on the first regular payroll date of the Bank which occurs at least ninety (90) days following provisions will apply if a Change in Control occurs during the Term, and later of (i) at any time during a Change of Control, or (ii) the 24 months Executive’s Termination of Employment within one year before or after the Change of Control either by action of Fidelity other than a Termination for Cause, Disability or death, or by action of the Executive upon a Termination for Good Reason, the Executive will be entitled to the compensation described in Control occurs this Section. (whether during b) Executive will be paid severance equal to the excess of the Executive’s Final Compensation over the aggregate amount initially contingently payable under Section 14 (the “Salary Continuance Benefit”). Any such reduction required in the payments under this Agreement will proportionately reduce each payment otherwise due under this Agreement. The Salary Continuance Benefit will be made net of all required Federal and State withholding taxes and similar required withholdings and authorized deductions. The Salary Continuance Benefit shall be payable to the estate of the Executive upon the death of the Executive after the amounts become payable. If the Executive is not a Specified Employee, the Salary Continuance Benefit will be payable in 24 equal semi-monthly installments commencing on the 15th or last day of the month immediately following the date after the expiration of the Term), ninety (90) day period after the employment later of Executive with Employer is terminated by Employer for any reason other than Good Cause, or Executive terminates his employment with Employer for Good Reason, the (i) Change of Control or (ii) at any time during Termination of Employment, whichever date occurs first, and then continuing on the seventh 15th and last day of each calendar month after thereafter until all such installments are paid. If the Change in Control occurs (whether during Executive is a Specified Employee, the Salary Continuance Benefit shall not be payable until the first 15th or after the expiration last day of the Term), Executive terminates his employment with Employer for any reason: (1) Employer shall pay Executive an amount equal to 36 times the sum of (a) Executive's Base Salary plus (b) one-twelfth of his Bonus. Such amount shall be paid to Executive in a lump sum within 180 days month which is at least six months after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first day of such calendar year and ending on the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (3) Executive shall receive any and all benefits accrued under any Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan and other plan or program, and Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreement. (A) Employer shall pay to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the Executive’s Termination of Employment or the Change of Control. All installments, which would have otherwise been required to be made over such six-month period if the Executive had not been a Specified Employee, shall be paid to the Executive in one lump sum payment on the first 15th or last day of the Severance Period month which is at least six months after the Executive’s Termination of Employment or Change of Control, as applicable. After the date payment lump sum payment, the remaining semi-monthly installments (each equal to 1/24 of his Pension commences under the Pension Plans; Salary Continuance Benefit) will continue on the 15th and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Planslast day of each calendar month until all such installments are paid. (Cc) If Executive dies prior to commencement of payment to him of his Pension under and the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5) If upon the date of termination of Executive's employment Executive holds any options with respect to stock of Employer, all such options will immediately become exercisable upon such date and will be exercisable for 200 days thereafter. Any restrictions on stock of Employer owned by Executive on the date of termination of his employment will lapse on such date. (6) During the Severance Period Executive and his spouse and other dependents Dependents will continue to be covered by all Welfare Plans maintained by Employer in which he and his spouse and other dependents the Executive or Dependents were participating immediately prior to the date of the Executive's Termination of Employment until the expiration of the Severance Period, subject to the eligibility requirements of such Welfare Plans on the date of the Termination of Employment, all to the extent permitted by applicable law and which under applicable law will not result in the imposition of excise taxes (the "Welfare Continuance Benefit"). Any changes to any Welfare Plan during the Severance Period will be applicable to the Executive and his termination Dependents as if he continued to be an employee of Employer and Employer Fidelity or any Affiliate. Fidelity will continue pay, or it shall cause an Affiliate to pay pay, all or a portion of the costs cost of coverage of the Welfare Continuance Benefit for the Executive and his spouse and other dependents Dependents under such the Welfare Plans on the same basis as is applicable applicable, from time to time, to active employees covered thereunder; under the Welfare Plans and the Executive will pay any additional costs comparable to those costs paid by active executives, provided thatthat no such payment will be made by Fidelity if such payment would result in the imposition of excise taxes or other adverse tax effects for the Executive, if Fidelity or any Affiliate. If such participation in any one or more of such the Welfare Plans included in the Welfare Continuance Benefit is not possible permissible under the terms thereofof the Welfare Plan or any provision of law or any provision of law would create any adverse tax effect for the Executive or Fidelity or any Affiliate due to such participation, Employer Fidelity will provide provide, or will cause an Affiliate to provide, substantially identical benefitsbenefits directly or through an insurance arrangement or pay the Executive's costs for such Welfare Plan if continued by the Executive, including as permitted under ERISA, so long as such payment or provision of alternate benefits does not result in the imposition of excise taxes or other adverse tax effect for the Executive or Fidelity or any Affiliate. Coverage under The Welfare Continuance Benefit as to any such Welfare Plan will cease if and when the Executive obtains employment has obtained coverage under one or more welfare benefit plans of a subsequent employer that provide for equal or greater benefits to the Executive and his Dependents with another employer respect to the specific type of benefit provided under the applicable Welfare Plan. Notwithstanding any other provision of this Section 4(c), if the Executive is a Specified Employee and if Fidelity determines that any portion of the Welfare Continuance Benefit is subject to Section 409A of the Code, then to the extent necessary to avoid taxation under Section 409A, the Executive will be required to pay for the Welfare Continuance Benefit during the Severance Periodsix-month period following his Termination of Employment; provided; however, that on the first day after the end of such six-month period, Fidelity will reimburse the Executive for such payments so long as such reimbursement does not subject Fidelity to the imposition of excise taxes. Notwithstanding the foregoing, in the event Executive is not entitled to the Salary Continuation Benefit in accordance with the provisions of the prior paragraph, then effective on the first regular payroll date of Fidelity which occurs at least ninety (90) days following Executive’s Termination of Employment Executive's right to any further such Welfare Continuance Benefit shall cease. Provided further, and becomes eligible for notwithstanding any other provision of this Agreement, that in the event Executive has previously had the opportunity to obtain a continuation of welfare benefits following a Termination of Employment, under the terms of an employment agreement, then no coverage under any substantially similar Welfare Plan provided by his new employeris available under the terms of this Agreement. (7d) During Fidelity Southern shall maintain the Severance PeriodIndividual Life Insurance Policy after the Executive's Termination of Employment only if such termination is due to retirement (as such term is determined by the Board). Notwithstanding the previous sentence, if the Executive shall not is a Specified Employee and if Fidelity determines that the maintenance of the Individual Life Insurance Policy is subject to Section 409A of the Code, then to the extent necessary to avoid taxation under Section 409A, the Executive will be entitled required to reimbursement pay for fringe benefitsthe maintenance of the Individual Life Insurance Policy during the six-month period following his Termination of Employment; provided; however, including without limitationthat on the first day after the end of such six-month period, dues and expenses related to club memberships, automobile expenses, expenses Fidelity will reimburse the Executive for professional services and other similar perquisitessuch payments. (be) If the employment Executive violates any of Executive with Employer is terminated by Employer or Executive other than under circumstances the undertakings set forth in subsection 3(a)Sections 10, Executive's Base Salary shall be paid through 11, 12 and 13 of this Agreement after the date Termination of his terminationEmployment, any additional compensation and Employer shall have no further obligation to Executive or any other person benefits under this Agreement. Such termination Section 4 shall have no effect upon Employee's other rights, including but not limited to, rights cease and be forfeited; except that the benefits under Section 4(d) shall continue to be available under the Retirement Plans and terms of the Welfare PlansIndividual Life Insurance Policy to the extent set forth in Section 4(d). (cf) Notwithstanding anything herein Anything in this Agreement to the contrarycontrary notwithstanding, (1) in the event Employer it shall terminate be determined in a written opinion by the employment firm of Executive for Good Cause hereunder, Employer shall give Executive at least certified public accountants regularly used by Fidelity (the “Accounting Firm”) (such determination to be made within thirty (30) days prior written notice specifying in detail of a request by the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change of Control) or by the Internal Revenue Service that any payment or distribution by Fidelity to or for the benefit of the Executive under this Agreement (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest and penalties accrued due to the Executive’s failure to pay or underpayment of such tax in Controlreliance on the opinion of Fidelity’s firm of certified public accountants, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. the Executive shall promptly notify Fidelity in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Fidelity of the Gross-Up Payment. The Executive shall provide Fidelity with a reasonable opportunity to contest such claim. Fidelity and the Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of Fidelity or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 4(f). The Federal, state and local income or other tax returns filed by the Executive shall be prepared and filed on a consistent basis with the determination with respect to the Excise Tax payable by the Executive. The Executive, at the request of Fidelity, shall provide Fidelity true and correct copies (with any amendments) of his Federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by Fidelity, evidencing such conformity.

Benefits Upon Termination of Employment. (a) The following provisions will apply if a Change in Control occurs during the TermIf, and (i) at any time during the 24 months after the 36 month period following a Change in Control occurs Control, (whether during or after i) the expiration of Executive’s employment with the Term), the employment of Executive with Employer is terminated by the Employer (or any successor to the Employer) for any reason other than Good Cause, or (ii) the Executive terminates his employment with the Employer for Good Reason, or (ii) at any time during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reasonfollowing provisions will apply: (1a) The Employer shall pay provide to the Executive an amount a single sum payment equal to 36 times the sum of (a) two times the Executive's ’s Base Salary plus and two times the Executive’s Bonus, to be paid within 60 days of the Executive’s termination of employment. (b) one-twelfth of his Bonus. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first day of such calendar year and ending on the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (3) The Executive shall immediately become fully vested and entitled to receive any and all benefits accrued under any Incentive Plans and Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Plans to the date of termination of employment, the which amount, form and time of payment of such benefits to shall be determined by the terms of such Incentive Plan or Retirement Plan, Welfare Plan and other plan or program, and the Executive's ’s employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all retirement under each such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), Plan under circumstances that have the most favorable result for the Executive thereunder for all purposes of thereunder. To the extent that such Plans and other plans accelerated vesting or programs. Payment shall be made at the earliest date deemed termination treatment is not permitted under the terms of any such Incentive Plan or other plan Retirement Plan, the Employer will make payments or program that is not funded with a trust agreement. (A) Employer shall pay distributions to the Executive a monthly Supplemental Pension Benefit outside of each such Plan in an amount equal substantially equivalent to the amount determined pursuant to clause (i) below less payments or distributions the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that Executive would have received had such accelerated vesting or deemed termination treatment been payable to Executive permitted under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension the Plan. (Fc) Any actuarial adjustments made under For purposes of all Incentive Plans and Retirement Plans, the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder given service credit for all purposes for, and shall be based upon deemed to be an employee of the same actuarial assumptions as those specified Employer during, the Severance Period. To the extent that such service credit or deemed employee treatment is not permitted under the terms of any such Incentive Plan or Retirement Plan, the Employer will make payments or distributions to the Executive outside of each such Plan in an amount substantially equivalent to the Pension Planspayments or distributions the Executive would have received had such service credit or deemed employee treatment been permitted under the terms of the Plan. (5d) If upon the date of termination of the Executive's employment ’s employment, the Executive holds any options with respect to stock of the Employer, all such options will immediately become fully vested and exercisable upon such date and will be exercisable for 200 the shorter of: (i) 24 months after the date of the Executive’s termination of employment; or (ii) for the term of the options as provided in the governing option plan or option agreement. Upon acceleration of vesting and exercise of such options, the Employer will provide to the Executive a lump sum payment, within 60 days thereafter. Any restrictions on after the exercise of such options, in an amount equal to the excess, if any, of the aggregate fair market value of all stock of the Employer owned by Executive on subject to such options, determined as of the date of termination of his employment employment, over the aggregate option price of such stock, and the Executive will lapse on surrender all such dateoptions unexercised. (6e) During the Severance Period Period, the Executive and his spouse and other dependents will continue to be covered by all Welfare Plans maintained by the Employer in which he and his the Executive, spouse and other or dependents were participating immediately prior to before the date of his the Executive’s termination as if he the Executive continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided thatEmployer, provided, that if participation in any one or more of such Welfare Plans is not possible under the terms thereof, the Employer will provide substantially identical benefitsbenefits to the Executive and his spouse and other dependents outside of the Welfare Plans for the duration of the Severance Period. Coverage under any such Welfare Plan will cease if and when If, however, the Executive obtains full-time employment with another employer during the Severance Period, and becomes eligible for such coverage under any substantially similar Welfare Plan provided by (other than federally mandated COBRA coverage) shall cease as of the day of his employment with the new employer. (7f) During The Executive shall be entitled to a payment attributable to compensation for unused vacation periods accrued as of the Severance Perioddate of his termination of employment. Payment for accrued, unused vacation shall be made to the Executive in a lump sum within 30 days following the date of the Executive’s termination of employment. (g) Subject to the provisions set forth herein, the Executive shall not be entitled to reimbursement for miscellaneous fringe benefitsbenefits during the Severance Period, including without limitation, such as dues and expenses related to club memberships, automobile expenses, memberships or expenses for professional services and other similar perquisitesservices. (bh) If Subject to the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances provisions set forth in subsection 3(a)herein, Executive's Base Salary the Executive shall not be paid through entitled to and the date of his termination, and Employer shall have no further other obligation to Executive or provide any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights severance pay under the Retirement Plans and the Welfare PlansEmployer’s severance pay policy or otherwise. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The following provisions will apply if If, before a Change --------------------------------------- in Control occurs during at the Term, and (i) request or direction of the acquiring party or at any time during the 24 months after the 12-month period following a Change in Control occurs Control, (whether during or after the expiration of the Term), the 1)the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or (2) Executive terminates his employment with Employer for Good Reason, or (ii) at any time Employer shall, during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term)Severance Period, Executive terminates his employment with Employer for any reason: (1) Employer shall continue to pay Executive an amount equal to 36 times the sum of (a) Executive's Base Salary plus (b) one-twelfth of his BonusSalary. Such amount shall will be paid during the Severance Period in monthly or other installments, similar to those being received by Executive at the date of the Change in a lump sum within 180 days after his Control, and will commence as soon as practicable following the date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first day of such calendar year and ending on the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (3) Executive shall receive any and all vested benefits accrued under any Incentive Plans and Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Plans to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan and other plan or program, and Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Incentive Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), under circumstances that have the most favorable result for Executive thereunder for all purposes of such Retirement Plans and other plans or programs. Payment such benefits shall not be made at the earliest date permitted reduced by amounts payable under any such Plan or other plan or program that is not funded with a trust agreementthis Agreement. (A) Employer shall pay to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5b) If upon the date of termination of Executive's employment employment, Executive holds any options with respect to stock of EmployerCorporation, all such options will immediately become exercisable upon such date and will be exercisable for 200 not less than 90 days thereafter. Any restrictions on To the extent such acceleration of vesting or exercisability of such options is not permissible under the terms of any plan pursuant to which the options were granted, Employer will pay to Executive, in a lump sum, within 90 days after termination of employment, an amount equal to the excess, if any, of the aggregate fair market value of all stock of Employer owned by Executive Corporation subject to such options, determined on the date of termination of his employment employment, over the aggregate option price of such stock, and Executive will lapse surrender all such options unexercised. For the purposes of this Agreement, in the event that such stock is listed on an established national or regional stock exchange, is admitted to quotation on the National Association of Securities Dealers Automated Quotation System, or is publicly traded in an established securities market, in determining the fair market value of the stock, Employer shall use the average of the closing prices of such stock on such exchange or System or in such market (the highest such closing price if there is more than one such exchange or market) on the five trading dates immediately before the date of termination (or, if there is no such closing price, then the Board shall use the mean between the highest bid and lowest asked prices or between the high and low prices on such 76 date), or, if no sale of the Stock has been made on one or more of such dates, on the next preceding day on which any such sale shall have been made. (6c) During the Severance Period Period, Executive and his spouse and other dependents will continue to be covered by all Welfare Plans Plans, maintained by Employer in which he and or his spouse and other dependents were participating immediately prior to the date of his termination as if he continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunderEmployer; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. Coverage under any such Welfare Plan will cease if and when If, however, Executive obtains employment with another employer during the Severance Period, and becomes eligible for such coverage under shall be provided only to the extent that the coverage exceeds the coverage of any substantially similar Welfare Plan plans provided by his new employer. (7) During the Severance Period, Executive shall not be entitled to reimbursement for fringe benefits, including without limitation, dues and expenses related to club memberships, automobile expenses, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. Upon termination of Executive’s employment with Employer under circumstances described in Section 3 above: (a) The following provisions will apply if a Change in Control occurs during the TermSubject to Section 14 hereof, and (i) at any time during the 24 months after the Change in Control occurs (whether during or after the expiration of the Term), the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or Executive terminates his employment with Employer for Good Reason, or (ii) at any time during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reason: (1) Employer shall pay Executive an amount equal to 36 times the sum of (a) Executive's Base Salary plus (b) one-twelfth of his Bonus. Such amount shall be paid to Executive , in a lump sum within 180 thirty (30) days after his date of following Executive’s termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of sum of: (i) two (2) times the date 10 days after the date sum of termination, Executive’s Base Salary and Executive’s Bonus; plus (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation Bonus for the calendar year of termination multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, occurs that is applicable to the period commencing on the first day of such calendar year and ending on have elapsed through the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date termination and the denominator of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that which is no earlier than the later to occur of three hundred sixty-five (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice365). (3b) Subject to Section 14 hereof, Executive shall be entitled to receive any and all benefits accrued under any Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Incentive Plans to the date of termination of employment, the amount, form entitlement to, form, and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan and other plan or program, and Incentive Plans. For purposes of calculating Executive's benefits under the Incentive Plans, Executive’s employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), retirement under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreementthereunder. (Ac) Employer shall pay Subject to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause Section 14 hereof, (i) below less Executive's benefits accrued or credited through the amount determined pursuant to clause date of termination of employment under the Nxxxxx Rubbermaid Supplemental Executive Retirement Plan, or its successor (ii“SERP”) below: and the Nxxxxx Rubbermaid Inc. 2008 Deferred Compensation Plan, or its successor (ithe “2008 Deferred Compensation Plan”) the aggregate monthly amount that are not vested as of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating date of termination of employment shall be fully vested and paid in accordance with the Severance Period as service for all purposes terms of the Pension Plans and applicable plan (B) by considering his compensation during subject to any forfeiture provisions applicable to the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plansplans); and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall also pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans , in a lump sum within thirty (30) days following Executive’s termination of employment, an amount equal to Executive's benefits accrued or credited through the amount determined pursuant to clause (i) below less date of termination of employment under the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount Employer’s qualified defined contribution plans that are not vested as of the death benefit that would have been payable to the surviving spouse or other beneficiary date of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes termination of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plansemployment. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5d) If upon the date of termination of Executive's employment ’s employment, Executive holds any options awards with respect to stock securities of Employer, (i) all such awards that are options will shall immediately become exercisable upon such date and will shall be exercisable for 200 days thereafter. Any thereafter until the earlier of the third (3rd) year anniversary of Executive’s termination of employment or the expiration of the term of the options; (ii) all restrictions on stock any awards of Employer owned by Executive on restricted securities shall terminate or lapse; and (iii) subject to Section 14 hereof, all performance goals applicable to any performance-based awards shall be deemed satisfied at the date “target” level and paid in accordance with the terms of termination of his employment will lapse on such datethe applicable award agreement. (6e) During the Severance Period Period, Executive and his spouse and other eligible dependents will shall be eligible for coverage under the Welfare Plans as follows: (i) Coverage during the Severance Period under any Welfare Plan that is a group health plan as defined in Title I, Part 6, of the Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Code (“COBRA”), shall be provided under COBRA, except that the maximum coverage period shall be extended from eighteen (18) to twenty-four (24) months. If Executive, his spouse, and/or his dependents elect COBRA coverage under any such Welfare Plan for the first eighteen (18) months, Employer shall pay a portion of the COBRA premiums. The portion to be paid by Employer shall equal the amount necessary so that the total of the COBRA premiums paid by Executive, his spouse, and/or his dependents is equal to the premium that would have been paid by Executive for such coverage as an active employee immediately prior to the Change in Control. For the final six (6) months of COBRA coverage, if continued by Executive, his spouse, and/or his dependents, as applicable, Employer shall reimburse a portion of the COBRA premiums on an after-tax basis. The portion reimbursed by Employer shall equal the amount necessary so that the total of the COBRA premiums paid by Executive, his spouse, and/or his dependents after reimbursements is equal to the premium that would have been paid by Executive for such coverage as an active employee immediately prior to the Change in Control. (ii) Executive and his spouse and eligible dependents shall continue to be covered by all other Welfare Plans maintained by Employer in which he and he, his spouse and other spouse, or eligible dependents were participating immediately prior to the date of his termination of employment, upon the terms and subject to the conditions of those Welfare Plans as in effect immediately prior to the Change in Control or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other senior executives of Employer, as if he continued to be an active employee of Employer Employer; and Employer will continue to pay shall reimburse the costs of such coverage of Executive and his spouse and other dependents under such Welfare Plans on so that the cost to Executive is the same basis as is applicable to active employees covered thereunderthereunder as in effect immediately prior to the Change in Control; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will shall provide substantially identical benefitssimilar benefits and reimburse the same proportion of costs. Coverage The coverage provided under any such Welfare Plan will this Section 4(e) shall cease if and when Executive obtains employment with another employer during the Severance Period, Period and becomes eligible for coverage under any substantially similar Welfare Plan plan provided by his new employer. (7f) During Executive shall be entitled to payment for any accrued but unused vacation in accordance with Employer’s policy in effect at Executive’s termination of employment in a lump sum within thirty (30) days following such termination. Executive shall not be entitled to receive any payments or other compensation attributable to vacation he would have earned had his employment continued during the Severance Period, and Executive waives any right to receive such compensation. (g) Employer shall, at Employer’s expense, provide Executive with six (6) months of executive outplacement services with a professional outplacement firm selected by Employer; provided that the outplacement services must be used by Executive by no later than the end of the second (2nd) calendar year following the calendar year in which the termination of employment occurred. (h) Executive shall not be entitled to reimbursement for fringe benefitsbenefits during the Severance Period, including without limitation, but not limited to dues and expenses related to club memberships, automobile expensesautomobile, cell phone, expenses for professional services services, and other similar perquisites, except as specifically provided herein. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The following provisions will apply if a Change in Control occurs during the TermIf, and (i) at any time during the 24 months after the Twenty-Four (24) month period following a Change in Control occurs Control, (whether during or after the expiration of the Term), i) the employment of the Executive with the Employer is terminated by the Employer for any reason other than Good Cause, or (ii) the Executive terminates his employment with the Employer for Good Reason, or (ii) at any time during the seventh month after the Change in Control occurs (whether during or Reason within one year after the expiration of the Term30 day cure period referred to in Section 5(f)(C) below (any employment termination described in the foregoing clause (i) or (ii) during the 24 month period following a Change in Control being hereafter sometimes referred to as a “Compensable Termination”), the following provisions will apply. The following provisions will also apply to any termination of the employment of the Executive terminates his by the Employer without Good Cause or by the Executive for Good Reason which is covered by and occurs within the applicable time period contemplated by Section 4(b) below, and to any termination of employment with Employer by the Executive for Good Reason under the circumstances described in Section 8 below (and any reason:such termination of the Executive’s employment covered by Section 4(b) or Section 8 shall be included within the term “Compensable Termination”). (1) Employer shall pay Executive an amount equal to 36 times the sum of (a) Executive's Base Salary plus (b) one-twelfth of his Bonus. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than On the later to occur of (i) the date 10 days tenth day after the date of termination, and (ii) the date 10 days after receipt of such noticeEmployer shall pay the Executive a lump sum payment equal to the Severance Amount. (2b) Employer shall pay Executive an amount equal to On the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first tenth day of such calendar year and ending on the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, the Employer shall pay the Executive his annual incentive award for the fiscal year of the Employer preceding the fiscal year of the Employer in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination, the amount of such annual incentive award to be determined in accordance with the annual incentive plan that was in effect for such preceding fiscal year. (c) On the tenth day after the date of termination, the Employer shall pay Executive a prorated annual incentive award for the fiscal year of the Employer in which the Compensable Termination occurs, such prorated annual incentive award to be determined by multiplying the Average Historical Incentive Award (as defined in paragraph 5(b) below) by a fraction the numerator of which shall be the number of days elapsed in such fiscal year through (and (iiincluding) the date 10 days after receipt on which the Compensable Termination occurs and the denominator of such noticewhich shall be the number 365. (3d) The Executive shall receive any and all other benefits accrued to which the Executive may be entitled following termination of employment under the terms of any Retirement Plan, Welfare Plan or other plan or program incentive plans and retirement plans in which he participates at the date of participated prior to termination of employment, to the date of termination of employment, the . The amount, form and time of payment of such benefits to shall be determined by the terms of such Retirement Plan, Welfare Plan plans and other plan or program, and the Executive's ’s employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all retirement under each such Plans and other plans or programs not subject to plan except the qualification requirements of Section 401 qualified retirement plan (a401(k) of the Internal Revenue Code of 1986 as amended ("Code"plan), under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreement. (Ae) Employer shall pay to Executive a monthly Supplemental Pension Benefit The Executive’s medical plan coverage will continue at the same level of coverage and benefits (including dependent coverage, if any) in an amount equal to effect at the amount determined pursuant to clause time of the Change in Control, until the earlier of (i) below less eighteen (18) months after the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; Compensable Termination, or (ii) the aggregate monthly amount of any Pension actually paid to time when the Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in obtains comparable coverage through a new employer. These benefits will continue with the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances employee cost in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5) If upon the date of termination of Executive's employment Executive holds any options with respect to stock of Employer, all such options will immediately become exercisable upon such date and will be exercisable for 200 days thereafter. Any restrictions on stock of Employer owned by Executive on the date of termination of his employment will lapse on such date. (6) During the Severance Period Executive and his spouse and other dependents will continue to be covered by all Welfare Plans maintained by Employer in which he and his spouse and other dependents were participating effect immediately prior to the date Change in Control. This provision is intended to comply with the requirements of his termination as if he continued “COBRA” continuation coverage. This continuation coverage is deemed to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. Coverage under any such Welfare Plan will cease if and when Executive obtains employment with another employer during the Severance Period, and becomes eligible for coverage under any substantially similar Welfare Plan provided by his new employercommence upon termination. (7f) During On the Severance Periodtenth day after the date of termination, the Executive shall be paid all earned but unpaid or unused vacation pay at the time of termination. He shall not be entitled to payments for vacation periods he would have earned had his employment continued after the date on which the Compensable Termination occurred. In addition, except as otherwise provided herein, the Executive shall not be entitled to reimbursement for any fringe benefits, benefits including without limitation, dues and expenses related to club memberships, automobile expenses, expenses for professional services and other similar perquisitesthe use of a company automobile. (bg) If On the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through tenth day after the date of his termination, and Employer shall have no further obligation the Executive will be paid a lump sum cash payment equal to Executive or any other person the unvested portion of his 401(k) plan balance. If payment is made under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans subparagraph 1(g) and the Welfare Plans401(k) plan balance is subsequently vested, the Executive shall immediately repay the amount paid under this subparagraph 1(g). (ch) Notwithstanding anything herein to Any termination of employment by the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30Reason pursuant to the first sentence of this Section 1 or Section 4(b) days prior written notice specifying in detail below is intended to qualify as an “involuntary separation from service” within the reason or reasons for Executive's terminationmeaning of Treasury Regulation section 1.409A-1(n)(2), and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This provisions of this Agreement shall have no effect, be administered and Employer construed accordingly. Any provision of this Agreement that cannot be so administered and construed shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Controlto that extent be disregarded.

Benefits Upon Termination of Employment. (a) The following provisions will apply if If, before a Change in --------------------------------------- Control occurs during at the Term, and (i) request or direction of the acquiring party or at any time during the 24 months after the 12-month period following a Change in Control occurs Control, (whether during or after the expiration of the Term), the 1)the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or (2) Executive terminates his employment with Employer for Good Reason, or (ii) at any time Employer shall, during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term)Severance Period, Executive terminates his employment with Employer for any reason: (1) Employer shall continue to pay Executive an amount equal to 36 times the sum of (a) Executive's Base Salary plus (b) one-twelfth of his BonusSalary. Such amount shall will be paid during the Severance Period in monthly or other installments, similar to those being received by Executive at the date of the Change in a lump sum within 180 days after his Control, and will commence as soon as practicable following the date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first day of such calendar year and ending on the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (3) Executive shall receive any and all vested benefits accrued under any Incentive Plans and Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Plans to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan and other plan or program, and Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Incentive Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), under circumstances that have the most favorable result for Executive thereunder for all purposes of such Retirement Plans and other plans or programs. Payment such benefits shall not be made at the earliest date permitted reduced by amounts payable under any such Plan or other plan or program that is not funded with a trust agreementthis Agreement. (A) Employer shall pay to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5b) If upon the date of termination of Executive's employment employment, Executive holds any options with respect to stock of EmployerCorporation, all such options will immediately become exercisable upon such date and will be exercisable for 200 not less than 90 days thereafter. Any restrictions on To the extent such acceleration of vesting or exercisability of such options is not permissible under the terms of any plan pursuant to which the options were granted, Employer will pay to Executive, in a lump sum, within 90 days after termination of employment, an amount equal to the excess, if any, of the aggregate fair market value of all stock of Employer owned by Executive Corporation subject to such options, determined on the date of termination of his employment employment, over the aggregate option price of such stock, and Executive will lapse surrender all such options unexercised. For the purposes of this Agreement, in the event that such stock is listed on an established national or regional stock exchange, is admitted to quotation on the National Association of Securities Dealers Automated Quotation System, or is publicly traded in an established securities market, in determining the fair market value of the stock, Employer shall use the average of the closing prices of such stock on such exchange or System or in such market (the highest such closing price if there is more than one such exchange or market) on the five trading dates immediately before the date of termination (or, if there is no such closing price, then the Board shall use the mean between the highest bid and lowest asked prices or between the high and low prices on such 83 date), or, if no sale of the Stock has been made on one or more of such dates, on the next preceding day on which any such sale shall have been made. (6c) During the Severance Period Period, Executive and his spouse and other dependents will continue to be covered by all Welfare Plans Plans, maintained by Employer in which he and or his spouse and other dependents were participating immediately prior to the date of his termination as if he continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunderEmployer; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. Coverage under any such Welfare Plan will cease if and when If, however, Executive obtains employment with another employer during the Severance Period, and becomes eligible for such coverage under shall be provided only to the extent that the coverage exceeds the coverage of any substantially similar Welfare Plan plans provided by his new employer. (7) During the Severance Period, Executive shall not be entitled to reimbursement for fringe benefits, including without limitation, dues and expenses related to club memberships, automobile expenses, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The following provisions will apply if a Change in Control occurs during the TermIf, and (i) at any time during the 24 months after the twelve month period following a Change in Control occurs and prior to Executive's attainment of age 65, (whether during or after the expiration of the Term), 1) the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or (2) Executive terminates his employment with Employer for Good Reason, or the following provisions will apply: (iia) at any time during the seventh month after the Change Employer shall, as hereinafter described in Control occurs this subsection (whether during or after the expiration of the Terma), Executive terminates his employment with Employer for any reasonpay Executive: (1) Employer shall pay Executive an amount equal to 36 times the sum of (a) Executive's Base Salary plus (b) one-twelfth of his Bonus. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than during the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice.Severance Period; (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation Bonus for each year during the calendar year Severance Period. Such Base Salary will be paid during the Severance Period in which monthly or other installments of the same frequency as the payments of his salary being received by Executive at the date of termination of employment occursthe Change in Control, under the incentive bonus compensation plan then maintained by Employerand will commence as soon as practicable, that is applicable to the period commencing on the first day of such calendar year and ending on but in no event later than the date of termination. Such amount shall be paid to Executive in a lump sum within 180 30 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment . Such Bonus for any calendar year will be paid on any date that is no earlier than March 1 of the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such noticenext following calendar year. (3b) Executive shall receive any and all benefits accrued under any other Incentive Plans and Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Plans to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms of such Incentive Plans and Retirement Plan, Welfare Plan and other plan or programPlans, and Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), retirement under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programsPlans. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreement. (Ac) Employer For purposes of all Incentive Plans and Retirement Plans Executive shall pay to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as be given service credit for all purposes for, and shall be deemed to be an employee of Employer during, the Pension Plans and (B) by considering his compensation Severance Period, notwithstanding the fact that he is not an employee of Employer or any Affiliate or Associate thereof during the Severance Period Period; provided that, if the terms of any of such Incentive Plans or Retirement Plans do not permit such credit or deemed employee treatment, Employer will make payments and distributions to be his Base Salary and one-twelfth of his Bonus for all purposes Executive outside of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) Plans in the same form as is applicable amounts substantially equivalent to the Pension payable to payments and distributions Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered received pursuant to the terms of the Plans and attributable to such Pension Plancredit or deemed employee treatment, had such credit or deemed employee treatment been permitted pursuant to the terms of the Plans. Executive shall not receive any amount under an Incentive Plan pursuant to this subsection (c) to the extent that such amount is included within the Executive's Bonus payable pursuant to clause (a)(2) above. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5d) If upon the date of termination of Executive's employment employment, Executive holds any options with respect to stock of Employer, all such options will immediately become exercisable upon such date and will be exercisable for 200 90 days thereafter. Any restrictions on To the extent such acceleration of exercise of such options is not permissible under the terms of any plan pursuant to which the options were granted, Employer will pay to Executive, in a lump sum, within 90 days after termination of employment, an amount equal to the excess, if any, of the aggregate fair market value of all stock of Employer owned by Executive subject to such options, determined on the date of termination of his employment employment, over the aggregate option price of such stock, and Executive will lapse on surrender all such dateoptions unexercised. (6e) During the Severance Period Period, Executive and his spouse and other dependents will continue to be covered by all Welfare Plans Plans, maintained by Employer in which he and or his spouse and other dependents were participating immediately prior to the date of his termination termination, as if he continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunderEmployer; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. Coverage under any such Welfare Plan Such coverage will cease if and when Executive obtains employment with another employer during the Severance Period, and becomes eligible for coverage under any substantially similar Welfare Plan plans provided by his new employer. (7f) During the Severance PeriodPeriod Employer shall reimburse Executive for the expenses of an automobile in accordance with the arrangement, if any, in effect at the time of termination of Executive's employment. Such reimbursement will cease if and when Executive obtains employment with another employer during the Severance Period and receives such reimbursement from his new employer. (g) Executive shall not be entitled to receive any payments or other compensation during the Severance Period attributable to vacation periods he would have earned had his employment continued during the Severance Period or to unused vacation periods accrued as of the date of termination of employment, and Executive waives any right to receive such compensation. (h) During the Severance Period Executive shall not be entitled to reimbursement for fringe benefits, including without limitation, benefits such as dues and expenses related to club memberships, automobile expensestelephones, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The following provisions will apply if a Change in Control occurs during the TermIf, and (i) at any time during the 24 months after the 36- month period following a Change in Control occurs Control, (whether during or after i) the expiration of Executive's employment with the Term), the employment of Executive with Employer is terminated by the Employer (or any successor to the Employer) for any reason other than Good Cause, or (ii) the Executive terminates his employment with the Employer for Good Reason, or (ii) at any time during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reasonfollowing provisions will apply: (1a) The Employer shall pay shal1 provide to the Executive an amount a single sum payment equal to 36 times the sum of (a) two times the Executive's Base Salary plus and two times the Executive's Bonus, to be paid within 60 days of the Executive's termination of employment. (b) one-twelfth of his Bonus. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first day of such calendar year and ending on the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (3) The Executive shall immediately become fully vested and entitled to receive any and all benefits accrued under any Incentive Plans and Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Plans to the date of termination of employment, the which amount, form and time of payment of such benefits to shall be determined by the terms of such Incentive Plan or Retirement Plan, Welfare Plan and other plan or program, and the Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all retirement under each such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), Plan under circumstances that have the most favorable result for the Executive thereunder for all purposes of thereunder. To the extent that such Plans and other plans accelerated vesting or programs. Payment shall be made at the earliest date deemed termination treatment is not permitted under the terms of any such Incentive Plan or other plan Retirement Plan, the Employer will make payments or program that is not funded with a trust agreement. (A) Employer shall pay distributions to the Executive a monthly Supplemental Pension Benefit outside of each such Plan in an amount equal substantially equivalent to the amount determined pursuant to clause (i) below less payments or distributions the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that Executive would have received had such accelerated vesting or deemed termination treatment been payable to Executive permitted under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension the Plan. (Fc) Any actuarial adjustments made under For purposes of all Incentive Plans and Retirement Plans, the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder given service credit for all purposes for, and shall be based upon deemed to be an employee of the same actuarial assumptions as those specified Employer during, the Severance Period. To the extent that such service credit or deemed employee treatment is not permitted under the terms of any such Incentive Plan or Retirement Plan, the Employer will make payments or distributions to the Executive outside of each such Plan in an amount substantially equivalent to the Pension Planspayments or distributions the Executive would have received had such service credit or deemed employee treatment been permitted under the terms of the Plan. (5d) If upon the date of termination of the Executive's employment employment, the Executive holds any options with respect to stock of the Employer, all such options will immediately become fully vested and exercisable upon such date and will be exercisable for 200 the shorter of: (i) 24 months after the date of the Executive's termination of employment; or (ii) for the term of the options as provided in the governing option plan or option agreement. Upon acceleration of vesting and exercise of such options, the Employer will provide to the Executive a lump sum payment, within 60 days thereafter. Any restrictions on after the exercise of such options, in an amount equal to the excess, if any, of the aggregate fair market value of all stock of the Employer owned by Executive on subject to such options, determined as of the date of termination of his employment employment, over the aggregate option price of such stock, and the Executive will lapse on surrender all such dateoptions unexercised. (6e) During the Severance Period Period, the Executive and his spouse and other dependents will continue to be covered by all Welfare Plans maintained by the Employer in which he and his the Executive, spouse and other or dependents were participating immediately prior to before the date of his the Executive's termination as if he the Executive continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunderEmployer; provided thatprovided, that if participation in any one or more of such Welfare Plans is not possible under the terms thereof, the Employer will provide substantially identical benefitsbenefits to the Executive and his spouse and other dependents outside of the Welfare Plans for the duration of the Severance Period. Coverage under any such Welfare Plan will cease if and when If, however, the Executive obtains full-time employment with another employer during the Severance Period, and becomes eligible for such coverage under any substantially similar Welfare Plan provided by (other than federally mandated COBRA coverage) shall cease as of the day of his employment with the new employer. (7f) During The Executive shall be entitled to a payment attributable to compensation for unused vacation periods accrued as of the Severance Perioddate of his termination of employment. Payment for accrued, unused vacation shall be made to the Executive in a lump sum within 30 days following the date of the Executive's termination of employment. (g) Subject to the provisions set forth herein, the Executive shall not be entitled to reimbursement for miscellaneous fringe benefitsbenefits during the Severance Period, including without limitation, such as dues and expenses related to club memberships, automobile expenses, memberships or expenses for professional services and other similar perquisitesservices. (bh) If Subject to the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances provisions set forth in subsection 3(a)herein, Executive's Base Salary the Executive shall not be paid through entitled to and the date of his termination, and Employer shall have no further other obligation to Executive or provide any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights severance pay under the Retirement Plans and the Welfare PlansEmployer's severance pay policy or otherwise. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The following provisions will apply if a Change in Control occurs during the Term, and (i) at any time during the 24 months after the Change in Control occurs (whether during or after the expiration Upon termination of the Term), the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or Executive terminates his Executive’s employment with Employer for Good Reason, or (ii) at any time during the seventh month after the Change under circumstances described in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reasonSection 3 above: (1a) Employer shall pay Executive an amount equal to 36 Executive, in a lump sum as soon as practicable following Executive’s termination of employment, but in no event later than 30 days following such termination, the sum of: (i) two (2) times the sum of (a) the Executive's ’s Base Salary plus (b) one-twelfth of his and the Executive’s Bonus. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and plus (ii) the date 10 Executive’s Bonus multiplied by a fraction, the numerator of which is the number of days after receipt of such notice. (2) Employer shall pay Executive an amount equal to in the pro rata portion of Executive's target annual incentive bonus compensation for the calendar fiscal year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first day of such calendar year and ending on occurs through the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date termination and the denominator of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that which is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice365. (3b) Executive shall be entitled to receive any and all benefits accrued under any Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Incentive Plans to the date of termination of employment, the amount, entitlement to, form and time of payment of such benefits to be determined by the terms of such Retirement PlanIncentive Plans. For purposes of calculating Executive’s benefits under the Incentive Plans, Welfare Plan and other plan or program, and Executive's ’s employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), retirement under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreementthereunder. (Ac) Executive’s benefits accrued or credited through the date of termination of employment under the Xxxxxx Rubbermaid Supplemental Executive Retirement Plan, or its successor (“SERP”) and the Xxxxxx Rubbermaid Inc. 2008 Deferred Compensation Plan, or its successor (the “2008 Deferred Compensation Plan”) that are not vested as of the date of termination of employment shall be fully vested and paid in accordance with the terms of the applicable plan (subject to any forfeiture provisions applicable to the plans). Employer shall also pay to Executive the Executive, in a monthly Supplemental Pension Benefit lump sum as soon as practicable following Executive’s termination of employment, but in no event later than 30 days following such termination, an amount equal to the amount determined pursuant to clause (i) below less Executive’s benefits accrued or credited through the amount determined pursuant to clause (ii) below: (i) date of termination of employment under the aggregate monthly amount Employer’s qualified defined contribution plans that are not vested as of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes date of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth termination of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plansemployment. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5d) If upon the date of termination of Executive's employment ’s employment, Executive holds any options awards with respect to stock securities of Employer, (i) all such awards that are options will shall immediately become exercisable upon such date and will shall be exercisable for 200 days thereafter. Any thereafter until the earlier of the third anniversary of Executive’s termination of employment or the expiration of the term of the options; (ii) all restrictions on stock any awards of Employer owned by Executive on restricted securities shall terminate or lapse; and (iii) all performance goals applicable to any performance-based awards shall be deemed satisfied at the date “target” level and paid in accordance with the terms of termination of his employment will lapse on such datethe applicable award agreement. (6e) During the Severance Period Period, Executive and his spouse and other eligible dependents will shall be eligible for coverage under the Welfare Plans as follows: (i) Coverage during the Severance Period under any Welfare Plan that is a group health plan as defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”), shall be provided under COBRA, except that the maximum coverage period shall be extended from 18 to 24 months. If Executive, his spouse, and/or his dependents elect COBRA coverage under any Welfare Plan, Employer shall pay a portion of the COBRA premiums. The portion to be paid by Employer shall equal the amount necessary so that the total of the COBRA premiums paid by Executive, his spouse, and/or his dependents is equal to the premium that would have been paid by Executive for such coverage as an active employee immediately prior to the Change in Control. (ii) Executive and his spouse and eligible dependents shall continue to be covered by all other Welfare Plans maintained by Employer in which he and or his spouse and other or eligible dependents were participating immediately prior to the date of his termination of employment, upon the terms and subject to the conditions of those plans as in effect immediately prior to the Change in Control or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other senior executives of Employer, as if he continued to be an active employee of Employer Employer, and Employer will shall continue to pay the costs of such coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunderthereunder as in effect immediately prior to the Change in Control; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will shall provide substantially identical benefits. Coverage The coverage provided under any such Welfare Plan will this Section 4(e) shall cease if and when Executive obtains employment with another employer during the Severance Period, Period and becomes eligible for coverage under any substantially similar Welfare Plan plans provided by his new employer. (7f) During Executive shall be entitled to payment for any accrued but unused vacation in accordance with Employer’s policy in effect at Executive’s termination of employment in a lump sum as soon as practicable following Executive’s termination of employment, but in no event later than 30 days following such termination. Executive shall not be entitled to receive any payments or other compensation attributable to vacation he would have earned had his employment continued during the Severance Period, and Executive waives any right to receive such compensation. (g) Employer shall, at Employer’s expense, provide Executive with six months of executive outplacement services with a professional outplacement firm selected by Employer; provided that the outplacement services must be used by the Executive by no later than the second calendar year following the calendar year in which the termination of employment occurred. (h) Executive shall not be entitled to reimbursement for fringe benefitsbenefits during the Severance Period, including without limitation, such as dues and expenses related to club memberships, automobile expensesautomobile, cell phone, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. Upon termination of Executive’s employment with Employer under circumstances described in Section 3 above: (a) The following provisions will apply if a Change in Control occurs during the TermSubject to Section 14 hereof, and (i) at any time during the 24 months after the Change in Control occurs (whether during or after the expiration of the Term), the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or Executive terminates his employment with Employer for Good Reason, or (ii) at any time during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reason: (1) Employer shall pay Executive an amount equal to 36 times the sum of (a) Executive's Base Salary plus (b) one-twelfth of his Bonus. Such amount shall be paid to Executive , in a lump sum within 180 thirty (30) days after his date of following Executive’s termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of sum of: (i) two (2) times the date 10 days after the date sum of termination, Executive’s Base Salary and Executive’s Bonus; plus (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation Bonus for the calendar year of termination multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, occurs that is applicable to the period commencing on the first day of such calendar year and ending on have elapsed through the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date termination and the denominator of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that which is no earlier than the later to occur of three hundred sixty-five (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice365). (3b) Subject to Section 14 hereof, Executive shall be entitled to receive any and all benefits accrued under any Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Incentive Plans to the date of termination of employment, the amount, form entitlement to, form, and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan and other plan or program, and Incentive Plans. For purposes of calculating Executive's benefits under the Incentive Plans, Executive’s employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), retirement under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreementthereunder. (Ac) Employer shall pay Subject to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause Section 14 hereof, (i) below less Executive's benefits accrued or credited through the amount determined pursuant to clause date of termination of employment under the Xxxxxx Rubbermaid Supplemental Executive Retirement Plan, or its successor (ii“SERP”) below: and the Xxxxxx Rubbermaid Inc. 2008 Deferred Compensation Plan, or its successor (ithe “2008 Deferred Compensation Plan”) the aggregate monthly amount that are not vested as of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating date of termination of employment shall be fully vested and paid in accordance with the Severance Period as service for all purposes terms of the Pension Plans and applicable plan (B) by considering his compensation during subject to any forfeiture provisions applicable to the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plansplans); and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall also pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans , in a lump sum within thirty (30) days following Executive’s termination of employment, an amount equal to Executive's benefits accrued or credited through the amount determined pursuant to clause (i) below less date of termination of employment under the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount Employer’s qualified defined contribution plans that are not vested as of the death benefit that would have been payable to the surviving spouse or other beneficiary date of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes termination of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plansemployment. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5d) If upon the date of termination of Executive's employment ’s employment, Executive holds any options awards with respect to stock securities of Employer, (i) all such awards that are options will shall immediately become exercisable upon such date and will shall be exercisable for 200 days thereafter. Any thereafter until the earlier of the third (3rd) year anniversary of Executive’s termination of employment or the expiration of the term of the options; (ii) all restrictions on stock any awards of Employer owned by Executive on restricted securities shall terminate or lapse; and (iii) subject to Section 14 hereof, all performance goals applicable to any performance-based awards shall be deemed satisfied at the date “target” level and paid in accordance with the terms of termination of his employment will lapse on such datethe applicable award agreement. (6e) During the Severance Period Period, Executive and his spouse and other eligible dependents will shall be eligible for coverage under the Welfare Plans as follows: (i) Coverage during the Severance Period under any Welfare Plan that is a group health plan as defined in Title I, Part 6, of the Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Code (“COBRA”), shall be provided under COBRA, except that the maximum coverage period shall be extended from eighteen (18) to twenty-four (24) months. If Executive, his spouse, and/or his dependents elect COBRA coverage under any such Welfare Plan for the first eighteen (18) months, Employer shall pay a portion of the COBRA premiums. The portion to be paid by Employer shall equal the amount necessary so that the total of the COBRA premiums paid by Executive, his spouse, and/or his dependents is equal to the premium that would have been paid by Executive for such coverage as an active employee immediately prior to the Change in Control. For the final six (6) months of COBRA coverage, if continued by Executive, his spouse, and/or his dependents, as applicable, Employer shall reimburse a portion of the COBRA premiums on an after-tax basis. The portion reimbursed by Employer shall equal the amount necessary so that the total of the COBRA premiums paid by Executive, his spouse, and/or his dependents after reimbursements is equal to the premium that would have been paid by Executive for such coverage as an active employee immediately prior to the Change in Control. (ii) Executive and his spouse and eligible dependents shall continue to be covered by all other Welfare Plans maintained by Employer in which he and he, his spouse and other spouse, or eligible dependents were participating immediately prior to the date of his termination of employment, upon the terms and subject to the conditions of those Welfare Plans as in effect immediately prior to the Change in Control or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other senior executives of Employer, as if he continued to be an active employee of Employer Employer; and Employer will continue to pay shall reimburse the costs of such coverage of Executive and his spouse and other dependents under such Welfare Plans on so that the cost to Executive is the same basis as is applicable to active employees covered thereunderthereunder as in effect immediately prior to the Change in Control; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will shall provide substantially identical benefits. Coverage under any such Welfare Plan will cease if similar benefits and when Executive obtains employment with another employer during reimburse the Severance Period, and becomes eligible for coverage under any substantially similar Welfare Plan provided by his new employersame proportion of costs. (7) During the Severance Period, Executive shall not be entitled to reimbursement for fringe benefits, including without limitation, dues and expenses related to club memberships, automobile expenses, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The following provisions will apply if If, before a Change in --------------------------------------- Control occurs during at the Term, and (i) request or direction of the acquiring party or at any time during the 24 months after the 12-month period following a Change in Control occurs Control, (whether during or after the expiration of the Term), the 1)the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or (2) Executive terminates his employment with Employer for Good Reason, or (ii) at any time Employer shall, during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term)Severance Period, Executive terminates his employment with Employer for any reason: (1) Employer shall continue to pay Executive an amount equal to 36 times the sum of (a) Executive's Base Salary plus (b) one-twelfth of his BonusSalary. Such amount shall will be paid during the Severance Period in monthly or other installments, similar to those being received by Executive at the date of the Change in a lump sum within 180 days after his Control, and will commence as soon as practicable following the date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first day of such calendar year and ending on the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (3) Executive shall receive any and all vested benefits accrued under any Incentive Plans and Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Plans to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan and other plan or program, and Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Incentive Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), under circumstances that have the most favorable result for Executive thereunder for all purposes of such Retirement Plans and other plans or programs. Payment such benefits shall not be made at the earliest date permitted reduced by amounts payable under any such Plan or other plan or program that is not funded with a trust agreementthis Agreement. (A) Employer shall pay to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5b) If upon the date of termination of Executive's employment employment, Executive holds any options with respect to stock of EmployerCorporation, all such options will immediately become exercisable upon such date and will be exercisable for 200 not less than 90 days thereafter. Any restrictions on To the extent such acceleration of vesting or exercisability of such options is not permissible under the terms of any plan pursuant to which the options were granted, Employer will pay to Executive, in a lump sum, within 90 days after termination of employment, an amount equal to the excess, if any, of the aggregate fair market value of all stock of Employer owned by Executive Corporation subject to such options, determined on the date of termination of his employment employment, over the aggregate option price of such stock, and Executive will lapse surrender all such options unexercised. For the purposes of this Agreement, in the event that such stock is listed on an established national or regional stock exchange, is admitted to quotation on the National Association of Securities Dealers Automated Quotation System, or is publicly traded in an established securities market, in determining the fair market value of the stock, Employer shall use the average of the closing prices of such stock on such exchange or System or in such market (the highest such closing price if there is more than one such exchange or market) on the five trading dates immediately before the date of termination (or, if there is no such closing price, then the Board shall use the mean between the highest bid and lowest asked prices or between the high and low prices on such 57 date), or, if no sale of the Stock has been made on one or more of such dates, on the next preceding day on which any such sale shall have been made. (6c) During the Severance Period Period, Executive and his spouse and other dependents will continue to be covered by all Welfare Plans Plans, maintained by Employer in which he and or his spouse and other dependents were participating immediately prior to the date of his termination as if he continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunderEmployer; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. Coverage under any such Welfare Plan will cease if and when If, however, Executive obtains employment with another employer during the Severance Period, and becomes eligible for such coverage under shall be provided only to the extent that the coverage exceeds the coverage of any substantially similar Welfare Plan plans provided by his new employer. (7) During the Severance Period, Executive shall not be entitled to reimbursement for fringe benefits, including without limitation, dues and expenses related to club memberships, automobile expenses, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. Upon termination of Executive’s employment with Employer under circumstances described in Section 3 above: (a) The following provisions will apply if a Change in Control occurs during the TermSubject to Section 14 hereof, and (i) at any time during the 24 months after the Change in Control occurs (whether during or after the expiration of the Term), the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or Executive terminates his employment with Employer for Good Reason, or (ii) at any time during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reason: (1) Employer shall pay Executive an amount equal to 36 times the sum of (a) Executive's Base Salary plus (b) one-twelfth of his Bonus. Such amount shall be paid to Executive , in a lump sum within 180 thirty (30) days after his date of following Executive’s termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of sum of: (i) two (2) times the date 10 days after the date sum of termination, Executive’s Base Salary and Executive’s Bonus; plus (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation Bonus for the calendar year of termination multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, occurs that is applicable to the period commencing on the first day of such calendar year and ending on have elapsed through the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date termination and the denominator of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that which is no earlier than the later to occur of three hundred sixty-five (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice365). (3b) Subject to Section 14 hereof, Executive shall be entitled to receive any and all benefits accrued under any Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Incentive Plans to the date of termination of employment, the amount, form entitlement to, form, and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan and other plan or program, and Incentive Plans. For purposes of calculating Executive's benefits under the Incentive Plans, Executive’s employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), retirement under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreementthereunder. (Ac) Employer shall pay Subject to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause Section 14 hereof, (i) below less Executive's benefits accrued or credited through the amount determined pursuant to clause date of termination of employment under the Xxxxxx Rubbermaid Supplemental Executive Retirement Plan, or its successor (ii“SERP”) below: and the Xxxxxx Rubbermaid Inc. 2008 Deferred Compensation Plan, or its successor (ithe “2008 Deferred Compensation Plan”) the aggregate monthly amount that are not vested as of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating date of termination of employment shall be fully vested and paid in accordance with the Severance Period as service for all purposes terms of the Pension Plans and applicable plan (B) by considering his compensation during subject to any forfeiture provisions applicable to the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plansplans); and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall also pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans , in a lump sum within thirty (30) days following Executive’s termination of employment, an amount equal to Executive's benefits accrued or credited through the amount determined pursuant to clause (i) below less date of termination of employment under the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount Employer’s qualified defined contribution plans that are not vested as of the death benefit that would have been payable to the surviving spouse or other beneficiary date of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes termination of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plansemployment. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5d) If upon the date of termination of Executive's employment ’s employment, Executive holds any options awards with respect to stock securities of Employer, (i) all such awards that are options will shall immediately become exercisable upon such date and will shall be exercisable for 200 days thereafter. Any thereafter until the earlier of the third (3rd) year anniversary of Executive’s termination of employment or the expiration of the term of the options; (ii) all restrictions on stock any awards of Employer owned by Executive on restricted securities shall terminate or lapse; and (iii) subject to Section 14 hereof, all performance goals applicable to any performance-based awards shall be deemed satisfied at the date “target” level and paid in accordance with the terms of termination of his employment will lapse on such datethe applicable award agreement. (6e) During the Severance Period Period, Executive and his spouse and other eligible dependents will shall be eligible for coverage under the Welfare Plans as follows: (i) Coverage during the Severance Period under any Welfare Plan that is a group health plan as defined in Title I, Part 6, of the Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Code (“COBRA”), shall be provided under COBRA, except that the maximum coverage period shall be extended from eighteen (18) to twenty-four (24) months. If Executive, his spouse, and/or his dependents elect COBRA coverage under any such Welfare Plan for the first eighteen (18) months, Employer shall pay a portion of the COBRA premiums. The portion to be paid by Employer shall equal the amount necessary so that the total of the COBRA premiums paid by Executive, his spouse, and/or his dependents is equal to the premium that would have been paid by Executive for such coverage as an active employee immediately prior to the Change in Control. For the final six (6) months of COBRA coverage, if continued by Executive, his spouse, and/or his dependents, as applicable, Employer shall reimburse a portion of the COBRA premiums on an after-tax basis. The portion reimbursed by Employer shall equal the amount necessary so that the total of the COBRA premiums paid by Executive, his spouse, and/or his dependents after reimbursements is equal to the premium that would have been paid by Executive for such coverage as an active employee immediately prior to the Change in Control. (ii) Executive and his spouse and eligible dependents shall continue to be covered by all other Welfare Plans maintained by Employer in which he and he, his spouse and other spouse, or eligible dependents were participating immediately prior to the date of his termination of employment, upon the terms and subject to the conditions of those Welfare Plans as in effect immediately prior to the Change in Control or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other senior executives of Employer, as if he continued to be an active employee of Employer Employer; and Employer will continue to pay shall reimburse the costs of such coverage of Executive and his spouse and other dependents under such Welfare Plans on so that the cost to Executive is the same basis as is applicable to active employees covered thereunderthereunder as in effect immediately prior to the Change in Control; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will shall provide substantially identical benefitssimilar benefits and reimburse the same proportion of costs. Coverage The coverage provided under any such Welfare Plan will this Section 4(e) shall cease if and when Executive obtains employment with another employer during the Severance Period, Period and becomes eligible for coverage under any substantially similar Welfare Plan plan provided by his new employer. (7f) During Executive shall be entitled to payment for any accrued but unused vacation in accordance with Employer’s policy in effect at Executive’s termination of employment in a lump sum within thirty (30) days following such termination. Executive shall not be entitled to receive any payments or other compensation attributable to vacation he would have earned had his employment continued during the Severance Period, and Executive waives any right to receive such compensation. (g) Employer shall, at Employer’s expense, provide Executive with six (6) months of executive outplacement services with a professional outplacement firm selected by Employer; provided that the outplacement services must be used by Executive by no later than the end of the second (2nd) calendar year following the calendar year in which the termination of employment occurred. (h) Executive shall not be entitled to reimbursement for fringe benefitsbenefits during the Severance Period, including without limitation, but not limited to dues and expenses related to club memberships, automobile expensesautomobile, cell phone, expenses for professional services services, and other similar perquisites, except as specifically provided herein. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The following provisions will apply if a Change in Control occurs during the Term, and (i) at any time during the 24 months after the Change in Control occurs (whether during or after the expiration Upon termination of the Term), the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or Executive terminates his Executive’s employment with Employer for Good Reason, or (ii) at any time during the seventh month after the Change under circumstances described in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reasonSection 3 above: (1a) Employer shall pay Executive an amount equal to 36 Executive, in a lump sum as soon as practicable following Executive’s termination of employment, but in no event later than 30 days following such termination, the sum of: (i) three (3) times the sum of (a) the Executive's ’s Base Salary plus (b) one-twelfth of his and the Executive’s Bonus. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and plus (ii) the date 10 Executive’s Bonus multiplied by a fraction, the numerator of which is the number of days after receipt of such notice. (2) Employer shall pay Executive an amount equal to in the pro rata portion of Executive's target annual incentive bonus compensation for the calendar fiscal year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first day of such calendar year and ending on occurs through the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date termination and the denominator of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that which is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice365. (3b) Executive shall be entitled to receive any and all benefits accrued under any Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Incentive Plans to the date of termination of employment, the amount, entitlement to, form and time of payment of such benefits to be determined by the terms of such Retirement PlanIncentive Plans. For purposes of calculating Executive’s benefits under the Incentive Plans, Welfare Plan and other plan or program, and Executive's ’s employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), retirement under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreementthereunder. (Ac) Executive’s benefits accrued or credited through the date of termination of employment under the Xxxxxx Rubbermaid Supplemental Executive Retirement Plan, or its successor (“SERP”) and the Xxxxxx Rubbermaid Inc. 2008 Deferred Compensation Plan, or its successor (the “2008 Deferred Compensation Plan”) that are not vested as of the date of termination of employment shall be fully vested and paid in accordance with the terms of the applicable plan (subject to any forfeiture provisions applicable to the plans). Employer shall also pay to Executive the Executive, in a monthly Supplemental Pension Benefit lump sum as soon as practicable following Executive’s termination of employment, but in an amount equal to no event later than 30 days following such termination, the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) belowsum of: (i) the aggregate monthly amount excess, if any, of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) the actuarial equivalent of the benefit under the SERP (utilizing actuarial assumptions no less favorable to the Executive than the most favorable of those in effect under the SERP at any time from the day immediately prior to the Change in Control) that the Executive would receive if the Executive’s employment continued for the entire Severance Period, assuming for this purpose that: (1) all accrued benefits are fully vested, (2) the Executive’s age and years of service is increased by treating the number of years that the Executive is deemed to be so employed, (3) for purposes of determining the Executive’s compensation during each year of the Severance Period as service Period, the base salary and bonus for all each year shall be at the rate set forth in Sections 1(b) and 1(c) (and shall exclude any of the severance benefits provided under this Agreement), subject to any special adjustment provisions in the applicable plan and (4) solely for purposes of calculating the benefit under this Section 4(c)(i)(A), the benefit under the Xxxxxx Rubbermaid Pension Plans Plan and the 2008 Deferred Compensation Plan shall be calculated without regard to the additional age and service credit provided under this Section 4(c)(i) or Section 4(c)(ii), over (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes actuarial equivalent of the Pension Plans;Executive’s actual benefit, if any, under the SERP as of the Executive’s date of termination, plus (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount sum of the death benefit that would have been payable to the surviving spouse Employer matching or other beneficiary of Company contributions (but not the Executive’s voluntary deferrals) under Employer’s qualified defined contribution plans in which the Executive under participates and the Pension Plans 2008 Deferred Compensation Plan that the Executive would receive if the Executive’s employment continued during the Severance Period, assuming for this purpose that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and Executive’s benefits under such plans are fully vested, (B) the Executive’s age and years of service is increased by considering his the number of years that the Executive is deemed to be so employed, (C) Employer’s rate of matching or other contribution is equal to the greater of the rate in effect on the date of the Change in Control, or if greater, the rate in effect immediately prior to the Executive’s termination of employment, (D) for purposes of determining the Executive’s compensation during each year of the Severance Period to Period, the base salary and bonus for each year shall be his Base Salary at the rate set forth in Sections 1(b) and one-twelfth of his Bonus for all purposes 1(c) (and shall exclude any of the Pension Plans;severance benefits provided under this Agreement), subject to any special adjustment provisions in the applicable plan, and (E) to the extent that Employer matching or other contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Executive’s termination of employment, plus (iiiii) the aggregate monthly an amount of any death benefit actually paid equal to the surviving spouse Executive’s benefits accrued or other beneficiary credited through the date of Executive termination of employment under the Pension PlansEmployer’s qualified defined contribution plans that are not vested as of the date of termination of employment. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5d) If upon the date of termination of Executive's employment ’s employment, Executive holds any options awards with respect to stock securities of Employer, (i) all such awards that are options will shall immediately become exercisable upon such date and will shall be exercisable for 200 days thereafter. Any thereafter until the earlier of the third anniversary of Executive’s termination of employment or the expiration of the term of the options; (ii) all restrictions on stock any awards of Employer owned by Executive on restricted securities shall terminate or lapse; and (iii) all performance goals applicable to any performance-based awards shall be deemed satisfied at the date highest level and paid in accordance with the terms of termination of his employment will lapse on such datethe applicable award agreement. (6e) During the Severance Period Period, Executive and his spouse and other eligible dependents will shall continue to be covered by all Welfare Plans maintained by Employer in which he and or his spouse and other or eligible dependents were participating immediately prior to the date of his termination of employment, as if he continued to be an active employee of Employer Employer, and Employer will shall continue to pay the costs of such coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will shall provide substantially identical benefits. Coverage under any such Welfare Plan will Such coverage shall cease if and when Executive obtains employment with another employer during the Severance Period, Period and becomes eligible for coverage under any substantially similar plans provided by his new employer. If Executive or his spouse or eligible dependents are covered under any Welfare Plan that is a group health plan as defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) pursuant to this subsection (e), Executive and his spouse and eligible dependents shall be eligible for COBRA continuation coverage. Executive shall be responsible for paying the full cost of such coverage. The 18-month (or 29-month, if the COBRA disability extension is applicable) COBRA period shall be measured beginning on the day after the end of the Severance Period (or on such earlier date that the continuation coverage provided by under this subsection (e) otherwise ceases to apply). (f) During the Severance Period, Employer shall reimburse Executive for the expenses of an automobile in accordance with the arrangement, if any, in effect at the time of the termination of Executive’s employment. Such reimbursement shall cease if and when Executive obtains employment with another employer during the Severance Period and receives such reimbursement from his new employer. (7g) During Executive shall be entitled to payment for any accrued but unused vacation in accordance with Employer’s policy in effect at Executive’s termination of employment in a lump sum as soon as practicable following Executive’s termination of employment, but in no event later than 30 days following such termination. Executive shall not be entitled to receive any payments or other compensation attributable to vacation he would have earned had his employment continued during the Severance Period, and Executive waives any right to receive such compensation. (h) Employer shall, at Employer’s expense, provide Executive with six months of executive outplacement services with a professional outplacement firm selected by Employer; provided that the outplacement services must be used by the Executive by no later than the second calendar year following the calendar year in which the termination of employment occurred. (i) Executive shall not be entitled to reimbursement for fringe benefitsbenefits during the Severance Period, including without limitation, such as dues and expenses related to club memberships, automobile expensestelephones, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The following provisions will apply if a Change in Control occurs during the Term, and (i) at any time during the 24 months after the Change in Control occurs (whether during or after the expiration Upon termination of the Term), the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or Executive terminates his Executive’s employment with Employer for Good Reason, or (ii) at any time during the seventh month after the Change under circumstances described in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reasonSection 3 above: (1a) Employer shall pay Executive an amount equal to 36 Executive, in a lump sum as soon as practicable following Executive’s termination of employment, but in no event later than 30 days following such termination, the sum of: (i) two (2) times the sum of (a) the Executive's ’s Base Salary plus (b) one-twelfth of his and the Executive’s Bonus. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and plus (ii) the date 10 Executive’s Bonus multiplied by a fraction, the numerator of which is the number of days after receipt of such notice. (2) Employer shall pay Executive an amount equal to in the pro rata portion of Executive's target annual incentive bonus compensation for the calendar fiscal year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first day of such calendar year and ending on occurs through the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date termination and the denominator of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that which is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice365. (3b) Executive shall be entitled to receive any and all benefits accrued under any Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, Incentive Plans to the date of termination of employment, the amount, entitlement to, form and time of payment of such benefits to be determined by the terms of such Retirement PlanIncentive Plans. For purposes of calculating Executive’s benefits under the Incentive Plans, Welfare Plan and other plan or program, and Executive's ’s employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), retirement under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreementthereunder. (Ac) Executive’s benefits accrued or credited through the date of termination of employment under the Xxxxxx Rubbermaid Supplemental Executive Retirement Plan, or its successor (“SERP”) and the Xxxxxx Rubbermaid Inc. 2008 Deferred Compensation Plan, or its successor (the “2008 Deferred Compensation Plan”) that are not vested as of the date of termination of employment shall be fully vested and paid in accordance with the terms of the applicable plan (subject to any forfeiture provisions applicable to the plans). Employer shall also pay to Executive the Executive, in a monthly Supplemental Pension Benefit lump sum as soon as practicable following Executive’s termination of employment, but in an amount equal to no event later than 30 days following such termination, the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) belowsum of: (i) the aggregate monthly amount excess, if any, of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) the actuarial equivalent of the benefit under the SERP (utilizing actuarial assumptions no less favorable to the Executive than the most favorable of those in effect under the SERP at any time from the day immediately prior to the Change in Control) that the Executive would receive if the Executive’s employment continued for the entire Severance Period, assuming for this purpose that: (1) all accrued benefits are fully vested, (2) the Executive’s age and years of service is increased by treating the number of years that the Executive is deemed to be so employed, (3) for purposes of determining the Executive’s compensation during each year of the Severance Period as service Period, the base salary and bonus for all each year shall be at the rate set forth in Sections 1(b) and 1(c) (and shall exclude any of the severance benefits provided under this Agreement), subject to any special adjustment provisions in the applicable plan and (4) solely for purposes of calculating the benefit under this Section 4(c)(i)(A), the benefit under the Xxxxxx Rubbermaid Pension Plans Plan and the 2008 Deferred Compensation Plan shall be calculated without regard to the additional age and service credit provided under this Section 4(c)(i) or Section 4(c)(ii), over (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes actuarial equivalent of the Pension Plans;Executive’s actual benefit, if any, under the SERP as of the Executive’s date of termination, plus (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount sum of the death benefit that would have been payable to the surviving spouse Employer matching or other beneficiary of Company contributions (but not the Executive’s voluntary deferrals) under Employer’s qualified defined contribution plans in which the Executive under participates and the Pension Plans 2008 Deferred Compensation Plan that the Executive would receive if the Executive’s employment continued during the Severance Period, assuming for this purpose that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and Executive’s benefits under such plans are fully vested, (B) the Executive’s age and years of service is increased by considering his the number of years that the Executive is deemed to be so employed, (C) Employer’s rate of matching or other contribution is equal to the greater of the rate in effect on the date of the Change in Control, or if greater, the rate in effect immediately prior to the Executive’s termination of employment, (D) for purposes of determining the Executive’s compensation during each year of the Severance Period to Period, the base salary and bonus for each year shall be his Base Salary at the rate set forth in Sections 1(b) and one-twelfth of his Bonus for all purposes 1(c) (and shall exclude any of the Pension Plans;severance benefits provided under this Agreement), subject to any special adjustment provisions in the applicable plan, and (E) to the extent that Employer matching or other contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Executive’s termination of employment, plus (iiiii) the aggregate monthly an amount of any death benefit actually paid equal to the surviving spouse Executive’s benefits accrued or other beneficiary credited through the date of Executive termination of employment under the Pension PlansEmployer’s qualified defined contribution plans that are not vested as of the date of termination of employment. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5d) If upon the date of termination of Executive's employment ’s employment, Executive holds any options awards with respect to stock securities of Employer, (i) all such awards that are options will shall immediately become exercisable upon such date and will shall be exercisable for 200 days thereafter. Any thereafter until the earlier of the third anniversary of Executive’s termination of employment or the expiration of the term of the options; (ii) all restrictions on stock any awards of Employer owned by Executive on restricted securities shall terminate or lapse; and (iii) all performance goals applicable to any performance-based awards shall be deemed satisfied at the date highest level and paid in accordance with the terms of termination of his employment will lapse on such datethe applicable award agreement. (6e) During the Severance Period Period, Executive and his spouse and other eligible dependents will shall continue to be covered by all Welfare Plans maintained by Employer in which he and or his spouse and other or eligible dependents were participating immediately prior to the date of his termination of employment, as if he continued to be an active employee of Employer Employer, and Employer will shall continue to pay the costs of such coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will shall provide substantially identical benefits. Coverage under any such Welfare Plan will Such coverage shall cease if and when Executive obtains employment with another employer during the Severance Period, Period and becomes eligible for coverage under any substantially similar plans provided by his new employer. If Executive or his spouse or eligible dependents are covered under any Welfare Plan that is a group health plan as defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) pursuant to this subsection (e), Executive and his spouse and eligible dependents shall be eligible for COBRA continuation coverage. Executive shall be responsible for paying the full cost of such coverage. The 18-month (or 29-month, if the COBRA disability extension is applicable) COBRA period shall be measured beginning on the day after the end of the Severance Period (or on such earlier date that the continuation coverage provided by under this subsection (e) otherwise ceases to apply). (f) During the Severance Period, Employer shall reimburse Executive for the expenses of an automobile in accordance with the arrangement, if any, in effect at the time of the termination of Executive’s employment. Such reimbursement shall cease if and when Executive obtains employment with another employer during the Severance Period and receives such reimbursement from his new employer. (7g) During Executive shall be entitled to payment for any accrued but unused vacation in accordance with Employer’s policy in effect at Executive’s termination of employment in a lump sum as soon as practicable following Executive’s termination of employment, but in no event later than 30 days following such termination. Executive shall not be entitled to receive any payments or other compensation attributable to vacation he would have earned had his employment continued during the Severance Period, and Executive waives any right to receive such compensation. (h) Employer shall, at Employer’s expense, provide Executive with six months of executive outplacement services with a professional outplacement firm selected by Employer; provided that the outplacement services must be used by the Executive by no later than the second calendar year following the calendar year in which the termination of employment occurred. (i) Executive shall not be entitled to reimbursement for fringe benefitsbenefits during the Severance Period, including without limitation, such as dues and expenses related to club memberships, automobile expensestelephones, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (aIf Berglass is entitled to benefits pursuant to Section 6(b) The following provisions will apply if a Change hereof, in Control occurs during lieu of any payments and benefits provided in Section 5 the Term, and Company agrees to pay or provide to Berglass as termination compensation the following: (i) at any time during the 24 months after the Change A single lump sum payment, payable in Control occurs (whether during or after the expiration cash within five days of the TermTermination Date, equal to the sum of: (A) the accrued portion of any Base Salary and vacation through the Termination Date; plus (B) an amount representing bonus and all other cash incentive compensation for such period determined by multiplying: (I) the Assumed Incentive Compensation, by (II) the fraction of the year of termination elapsed prior to the Termination Date; plus (C) 299% of the sum of: (I) Berglass' Base Salary in effect upon the Termination Date, plus (II) the Assumed Incentive Compensation. (ii) All stock options, restricted stock or other equity awards then held by Berglass will automatically be deemed amended, without further action on the part of the Company or Berglass, so that (A) all options will be fully vested and not subject to forfeiture or expiration by reason of the Berglass' termination, and will be subject to exercise in full for the remainder of their stated term; and (B) all restricted stock or other equity awards will be fully vested and all restrictions thereon will lapse. (iii) All benefits provided under Section 2(b) will continue as set forth in Section 5(b) above. (iv) Berglass shall have the right, by notice in writing to the Company, to receive an assignment of the Berglass Life Policy, upon payment to the Company of the cash surrender value thereof. (v) In the event that any amount or benefit that may be paid or otherwise provided to Berglass by the Company or any affiliated company, whether pursuant to this Agreement or otherwise (collectively, "Covered Payments"), is or may become subject to the tax imposed under Code Section 4999 ("Excise Tax"), the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause, or Executive terminates his employment with Employer for Good Reason, or (ii) at any time during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reason: (1) Employer shall Company will pay Executive an amount equal to 36 times the sum of (a) Executive's Base Salary plus (b) one-twelfth of his Bonus. Such amount shall be paid to Executive in Berglass a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount "Reimbursement Amount" equal to the pro rata portion total of: (A) any Excise Tax on the Covered Payments, plus (B) any Federal, state, and local income taxes, employment and excise taxes (including the Excise Tax) on the Reimbursement Amount (but without reduction for any Federal, state, or local income or employment taxes on such Covered Payments), plus (C) the product of Executive's target annual incentive bonus compensation any deductions disallowed for Federal, state or local income tax purposes because of the inclusion of the Reimbursement Amount in Berglass' adjusted gross income multiplied by the highest applicable marginal rate of Federal, state, and local income taxation, respectively, for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that Reimbursement Amount is applicable to the period commencing on the first day of such calendar year and ending on the date of termination. Such amount shall be paid to Executive in a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such notice. (3) Executive shall receive any and all benefits accrued under any Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms paid. For purposes of such Retirement Planthis Section 6(c)(v), Welfare Plan and other plan or program, and Executive's employment shall Berglass will be deemed to have terminated by reason pay (Y) Federal income taxes at the highest applicable marginal rate of retirementFederal income taxation for the calendar year in which the Reimbursement Amount is to be paid and (Z) any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which such Reimbursement Amount is to be paid, and net of the maximum reduction in Federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) of the Internal Revenue Code of 1986 as amended ("Code"), under circumstances that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that is not funded with a trust agreement. (A) Employer shall pay to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be on deductions based upon the same actuarial assumptions as those specified in the Pension Plansamount of Berglass' adjusted gross income). (5) If upon the date of termination of Executive's employment Executive holds any options with respect to stock of Employer, all such options will immediately become exercisable upon such date and will be exercisable for 200 days thereafter. Any restrictions on stock of Employer owned by Executive on the date of termination of his employment will lapse on such date. (6) During the Severance Period Executive and his spouse and other dependents will continue to be covered by all Welfare Plans maintained by Employer in which he and his spouse and other dependents were participating immediately prior to the date of his termination as if he continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. Coverage under any such Welfare Plan will cease if and when Executive obtains employment with another employer during the Severance Period, and becomes eligible for coverage under any substantially similar Welfare Plan provided by his new employer. (7) During the Severance Period, Executive shall not be entitled to reimbursement for fringe benefits, including without limitation, dues and expenses related to club memberships, automobile expenses, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited to, rights under the Retirement Plans and the Welfare Plans. (c) Notwithstanding anything herein to the contrary, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment for Good Reason hereunder, Executive shall give Employer at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination. (d) This Agreement shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates for any reason at any time other than during the 24 months following a Change in Control.

Benefits Upon Termination of Employment. (a) The following provisions will apply if a Change in Control occurs If, at any time on or after the Effective Date and during the TermTerm of this Agreement, and (i) at any time during the 24 months after the Change in Control occurs (whether during or after the expiration of the Term), the employment of the Executive with the Employer is terminated by the Employer (or any successor to the Employer) for any reason other than Good Cause, or (ii) the Executive terminates his employment with the Employer for Good Reason, or (ii) at any time during the seventh month after the Change in Control occurs (whether during or after the expiration of the Term), Executive terminates his employment with Employer for any reasonfollowing provisions will apply: (1a) The Employer shall pay Executive the Executive, during the Severance Period, an aggregate amount equal to 36 one times the sum of (a) the Executive's Base Salary plus (b) one-twelfth Pay at the highest rate in effect during the Term of his BonusEmployment. Such amount shall be paid to Executive in a lump sum within 180 days after his substantially equal monthly installments over the Severance Period. The first of such payments will commence as soon as practicable following the date of the Executive's termination of employment; provided. Notwithstanding the foregoing, howeverin the event the Executive's employment is terminated for Good Reason pursuant to Section 1(f)(3), Executivethe rate of pay used for purposes of this Section 3(a) shall be equal to $197,000.00, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of (i) the date 10 days after the date of terminationless all applicable withholdings, and (ii) the date 10 days after receipt of such notice. (2) Employer shall pay Executive an amount equal to the pro rata portion of Executive's target annual incentive bonus compensation for the calendar year in which the date of termination of employment occurs, under the incentive bonus compensation plan then maintained by Employer, that is applicable to the period commencing on the first day of such calendar year and ending on the date of termination. Such amount shall be paid to Executive in substantially equal monthly installments over a lump sum within 180 days after his date of termination of employment; provided, however, Executive, by written notice to Employer, may elect to receive such payment on any date that is no earlier than the later to occur of twelve (i12) the date 10 days after the date of termination, and (ii) the date 10 days after receipt of such noticemonth Severance Period. (3b) For purposes of all Retirement Plans (to the extent permissible thereunder), the Executive shall receive any be given compensation credit and service credit for all benefits accrued under any Retirement Plan, Welfare Plan or other plan or program in which he participates at the date of termination of employment, to the date of termination of employment, the amount, form and time of payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan and other plan or programpurposes for, and Executive's employment shall be deemed to have terminated by reason of retirement, and without regard to vesting limitations in all such Plans and other plans or programs not subject to the qualification requirements of Section 401 (a) be an employee of the Internal Revenue Code of 1986 as amended ("Code")Employer during, under circumstances the Severance Period, notwithstanding that have the most favorable result for Executive thereunder for all purposes of such Plans and other plans or programs. Payment shall be made at the earliest date permitted under any such Plan or other plan or program that he is not funded with a trust agreementan employee of the Employer during the Severance Period. (A) Employer shall pay to Executive a monthly Supplemental Pension Benefit in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the pension benefit ("Pension") that would have been payable to Executive under all Pension Plans if that Pension were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any Pension actually paid to Executive under all Pension Plans. (B) The Supplemental Pension Benefit payable to Executive hereunder shall be paid (i) commencing at the later to occur of the last day of the Severance Period or the date payment of his Pension commences under the Pension Plans; and (ii) in the same form as is applicable to the Pension payable to Executive under the Pension Plans. (C) If Executive dies prior to commencement of payment to him of his Pension under the Pension Plans, under circumstances in which a death benefit under the Pension Plans is payable to his surviving spouse or other beneficiary, then Employer shall pay a monthly Supplemental Death Benefit to Executive's surviving spouse or other beneficiary entitled to receive the death benefit payable with respect to Executive under the Pension Plans in an amount equal to the amount determined pursuant to clause (i) below less the amount determined pursuant to clause (ii) below: (i) the aggregate monthly amount of the death benefit that would have been payable to the surviving spouse or other beneficiary of Executive under the Pension Plans if that death benefit were computed (A) by treating the Severance Period as service for all purposes of the Pension Plans and (B) by considering his compensation during the Severance Period to be his Base Salary and one-twelfth of his Bonus for all purposes of the Pension Plans; (ii) the aggregate monthly amount of any death benefit actually paid to the surviving spouse or other beneficiary of Executive under the Pension Plans. (D) The Supplemental Death Benefit payable with respect to Executive hereunder shall be payable at the same time, in the same form, and to the same persons as is applicable to the death benefit payable with respect to Executive under the Pension Plans. (E) Notwithstanding the foregoing provisions, the total of the actual years of service of Executive for purposes of each of the Pension Plans and the years of service for which credit is given pursuant to subparagraphs (3)(A) and (C) shall not exceed the maximum number of years of service, if any, that can be considered pursuant to the terms of such Pension Plan. (F) Any actuarial adjustments made under the Pension Plans with respect to the form or time of payment of a Pension or death benefit to Executive or his surviving spouse or other beneficiary under the Pension Plans shall also be applicable to the Supplemental Pension Benefit or Supplemental Death Benefit payable hereunder and shall be based upon the same actuarial assumptions as those specified in the Pension Plans. (5) If upon the date of termination of Executive's employment Executive holds any options with respect to stock of Employer, all such options will immediately become exercisable upon such date and will be exercisable for 200 days thereafter. Any restrictions on stock of Employer owned by Executive on the date of termination of his employment will lapse on such date. (6c) During the Severance Period Period, the Executive and his spouse and other dependents will continue to be covered by the Medical Plan and all Welfare Plans maintained by the Employer in which he and his the Executive or spouse and other or dependents were participating immediately prior to before the date of his the Executive's termination as if he the Executive continued to be an employee of Employer and Employer will continue to pay the costs of coverage of Executive and his spouse and other dependents under such Welfare Plans on Employer. If, however, the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. Coverage under any such Welfare Plan will cease if and when Executive obtains employment with another employer during the Severance Period, such Medical Plan coverage shall cease for the Executive and becomes eligible for coverage under any substantially similar Welfare Plan his spouse and other dependents. This Section 3(c) is not intended to impair the Executive's rights as otherwise provided by his new employer. law (7) During the Severance Period, Executive shall not be entitled to reimbursement for fringe benefits, including without limitation, dues and expenses related to club memberships, automobile expenses, expenses for professional services and other similar perquisites. (b) If the employment of Executive with Employer is terminated by Employer or Executive other than under circumstances set forth in subsection 3(a), Executive's Base Salary shall be paid through the date of his termination, and Employer shall have no further obligation to Executive or any other person under this Agreement. Such termination shall have no effect upon Employee's other rights, including but not limited toe.g., rights under Section 4980B of the Retirement Plans and Internal Revenue Code). Notwithstanding the Welfare Plans. (c) Notwithstanding anything herein to the contraryforegoing, (1) in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give Executive at least thirty (30) days prior written notice specifying in detail the reason or reasons for Executive's termination, and (2) in the event Executive terminates his employment is terminated for Good Reason hereunderpursuant to Section 1(f)(3), the medical and welfare plans referenced in this Section 3(c) shall be those plans maintained by the Employer in which the Executive participated as of October 23, 2000 and such coverage shall give Employer at least thirty continue for a twelve (3012) days prior written notice specifying in detail month Severance Period unless the reason or reasons for Executive's terminationExecutive obtains employment with another employer during such Severance Period. (d) This Agreement The Executive shall have no effect, and Employer shall have no obligations hereunder, if Executive's employment terminates be entitled to a payment attributable to compensation for any reason at any time other than during unused vacation periods accrued as of the 24 months following a Change in Control.date of his termination of