Common use of By the Corporation Clause in Contracts

By the Corporation. The Corporation may, in its discretion, terminate Executive’s employment hereunder without cause at any time upon sixty (60) days prior written notice or at such later time as may be specified in said notice (the date of termination set forth in such notice is herein referred to as the “Termination Date”). Except as otherwise provided in this Agreement, after such termination, all rights, duties and obligations of both parties shall cease. (i) Upon the termination of employment pursuant to subparagraph (a) above, subject to the terms in subparagraph (ii) and Paragraph 10 below and the requirements of Paragraph 11 below, in addition to all accrued and vested benefits payable under the Corporation’s employment and benefit policies, including, but not limited to, unpaid Annual Bonus Awards and any other incentive compensation awards earned under the Annual Bonus Plan or any other incentive compensation plan for any completed performance periods, Executive shall be provided with the following Salary Continuation and Other Benefits (as defined below) for the duration of the Severance Period (as defined below): (1) salary continuation payments for each year of the Severance Period in an amount per year equal to 160% of his then current annual base salary (“Salary Continuation”), which Salary Continuation shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the effective date of termination commencing on the Corporation’s first payroll date following the Termination Date; (2) continuation of medical, dental, life insurance and disability insurance for him, his spouse and his dependents, during the Severance Period, as in effect on the effective date of termination (“Other Benefits”), or if the continuation of all or any of the Other Benefits is not available because of his status as a terminated employee, a payment equal to the market value of such excluded Other Benefits; (3) if allowable under the Corporation’s qualified pension plan in effect on the date of termination, credit for additional years of service during the Severance Period; and (4) outplacement services of an independent third party, mutually satisfactory to both parties, until the earlier of one year after the effective date of termination, or until he obtains new employment; the cost for such service will be paid in full by the Corporation. For purposes of this Agreement (except for Paragraph 10 below), the “Severance Period” shall mean the period from the date of termination of employment to the first (1st) anniversary of the date of such termination.

By the Corporation. The Corporation may, in its discretion, terminate Executive’s 's employment hereunder without cause at any time upon sixty (60) days prior written notice or at such later time as may be specified in said notice (the date of termination set forth in such notice is herein referred to as the “"Termination Date”"). Except as otherwise provided in this Agreement, after such termination, all rights, duties and obligations of both parties shall cease. (i) Upon the termination of employment pursuant to subparagraph (a) above, subject to the terms in subparagraph (ii) and Paragraph 10 9 below and the requirements of Paragraph 11 10 below, in addition to all accrued and vested benefits payable under the Corporation’s 's employment and benefit policies, including, but not limited to, unpaid Annual Bonus Awards and any other incentive compensation awards earned under the Annual Bonus Plan or any other incentive compensation plan for any completed performance periods, Executive shall be provided with the following Salary Continuation and Other Benefits (as defined below) for the duration of the Severance Period (as defined below): (1) salary continuation payments for each year of the Severance Period in an amount per year equal to 160% of his then current annual base salary (“"Salary Continuation”"), which Salary Continuation shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the effective date of termination commencing on the Corporation’s 's first payroll date following the Termination Date; (2) continuation of medical, dental, life insurance and disability insurance for him, his spouse and his dependents, during the Severance Period, as in effect on the effective date of termination (“"Other Benefits”"), or if the continuation of all or any of the Other Benefits is not available because of his status as a terminated employee, a payment equal to the market value of such excluded Other Benefits; (3) if allowable under the Corporation’s 's qualified pension plan in effect on the date of termination, credit for additional years of service during the Severance Period; and (4) outplacement services of an independent third party, mutually satisfactory to both parties, until the earlier of one year after the effective date of termination, or until he obtains new employment; the cost for such service will be paid in full by the Corporation. For purposes of this Agreement (except for Paragraph 10 9 below), the “"Severance Period” " shall mean the period from the date of termination of employment to the first (1st) anniversary of the date of such termination. (ii) Subject to Paragraph 10 below, in the event Executive accepts other employment during the Severance Period, the Corporation shall continue the Salary Continuation in force until the end of the Severance Period. All Other Benefits described in subparagraph (i)(2) and the benefit set forth in (i)(3), other than all accrued and vested benefits payable under the Corporation's employment and benefit policies, shall cease. (iii) Executive shall not be required to seek or accept any other employment. Rather, the election of whether to seek or accept other employment shall be solely within Executive's discretion. If during the Severance Period Executive is receiving all or any part of the benefits set forth in subparagraph (i) above and he should die, then Salary Continuation remaining during the Severance Period shall be paid fully and completely to his spouse or such individual designated by him or if no such person is designated to his estate.

By the Corporation. The Corporation may, in its discretion, terminate Executive’s employment hereunder without cause at any time upon sixty (60) days prior written notice or at such later time as may be specified in said notice (the date of termination set forth in such notice is herein referred to as the “Termination Date”). Except as otherwise provided in this Agreement, after such termination, all rights, duties and obligations of both parties shall cease. (i) Upon the termination of employment pursuant to subparagraph (a) above, subject to the terms in subparagraph (ii) and Paragraph 10 below and the requirements of Paragraph 11 below, in addition to all accrued and vested benefits payable under the Corporation’s employment and benefit policies, including, but not limited to, unpaid Annual Bonus Awards and any other incentive compensation awards earned under the Annual Bonus Plan or any other incentive compensation plan for any completed performance periods, Executive shall be provided with the following Salary Continuation and Other Benefits (as defined below) for the duration of the Severance Period (as defined below): (1) salary continuation payments for each year of the Severance Period in an amount per year equal to 160180% of his then current annual base salary (“Salary Continuation”), which Salary Continuation shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the effective date of termination commencing on the Corporation’s first payroll date following the Termination Date; (2) continuation of medical, dental, life insurance and disability insurance for him, his spouse and his dependents, during the Severance Period, as in effect on the effective date of termination (“Other Benefits”), or if the continuation of all or any of the Other Benefits is not available because of his status as a terminated employee, a payment equal to the market value of such excluded Other Benefits; (3) if allowable under the Corporation’s qualified pension plan in effect on the date of termination, credit for additional years of service during the Severance Period; and (4) outplacement services of an independent third party, mutually satisfactory to both parties, until the earlier of one year after the effective date of termination, or until he obtains new employment; the cost for such service will be paid in full by the Corporation. For purposes of this Agreement (except for Paragraph 10 below), the “Severance Period” shall mean the period from the date of termination of employment to the first (1st) anniversary of the date of such termination.

By the Corporation. The Corporation may, in its discretion, terminate Executive’s Xxxxxxxxx’x employment hereunder without cause at any time upon sixty (60) days prior written notice or at such later time as may be specified in said notice (the date of termination set forth in such notice is herein referred to as the “Termination Date”)notice. Except as otherwise provided in this Agreement, after such termination, all rights, duties and obligations of both parties shall cease. (i) Upon the termination of employment pursuant to subparagraph (a) above, subject to the terms in subparagraph (ii) and Paragraph 10 below and the requirements of Paragraph 11 10 below, in addition to all accrued and vested benefits payable under the Corporation’s employment and benefit policies, including, but not limited to, unpaid Annual Bonus Awards and any other incentive compensation awards earned under the Annual Bonus Incentive Compensation Plan or any other incentive compensation plan for any completed performance periods, Executive Xxxxxxxxx shall be provided with the following Salary Continuation and Other Benefits (as defined below) for the duration of the Severance Period (as defined below): (1) salary continuation payments for each year of the Severance Period in an amount per year equal to 160% of his then current annual base salary and incentive compensation awards earned at the threshold amount shall be paid during the Severance Period (“Salary Continuation”), which Salary Continuation shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the effective date of termination commencing on the Corporation’s first payroll date following the Termination Datetermination; (2) continuation of medical, dental, life insurance and disability insurance for himhim and, his spouse and if appropriate, his dependents, during the Severance Period, as in effect on the effective date of termination (“Other Benefits”), or if the continuation of all or any of the Other Benefits is not available because of his status as a terminated employee, a payment equal to the market value of such excluded Other Benefits; (3) if allowable under the Corporation’s qualified pension plan in effect on the date of termination, credit for additional years of service during the Severance Period; and (4) outplacement services of an independent third party, mutually satisfactory to both parties, until the earlier of one year after the effective date of termination, or until he obtains new employment; the cost for such service will be paid in full by the Corporation. For purposes of this Agreement (except for Paragraph 10 below)Agreement, the “Severance Period” shall mean (i) if termination occurs within one (1) year of the Effective Date, then the period from the date of such termination to the second (2nd) anniversary of employment the Effective Date and (ii) if termination occurs after the first (1st) anniversary of the Effective Date, then the period from the date of such termination to the first (1st) anniversary of the date of such termination. (ii) Subject to Paragraph 10 below, in the event Xxxxxxxxx accepts other employment during the Severance Period, the Corporation shall continue the Salary Continuation in force until the end of the Severance Period. All Other Benefits described in subparagraph (i)(2) and the benefit set forth in (i)(3), other than all accrued and vested benefits payable under the Corporation’s employment and benefit policies, shall cease. (iii) Xxxxxxxxx shall not be required to seek or accept any other employment. Rather, the election of whether to seek or accept other employment shall be solely within Xxxxxxxxx’x discretion. If during the Severance Period Xxxxxxxxx is receiving all or any part of the benefits set forth in subparagraph (i) above and he should die, then Salary Continuation remaining during the Severance Period shall be paid fully and completely to his spouse or such individual designated by him or if no such person is designated to his estate.

By the Corporation. The Corporation may, in its discretion, terminate Executive’s Xxxxxx’x employment hereunder without cause at any time upon sixty (60) days prior written notice or at such later time as may be specified in said notice (the date of termination set forth in such notice is herein referred to as the “Termination Date”)notice. Except as otherwise provided in this Agreement, after such termination, all rights, duties and obligations of both parties shall cease. (i) Upon the termination of employment pursuant to subparagraph (a) above, subject to the terms in subparagraph (ii) and Paragraph 10 9 below and the requirements of Paragraph 11 10 below, in addition to all accrued and vested benefits payable under the Corporation’s employment and benefit policies, including, but not limited to, unpaid Annual Bonus Awards and any other incentive compensation awards earned under the Annual Bonus Incentive Compensation Plan or any other incentive compensation plan for any completed performance periods, Executive Xxxxxx shall be provided with the following Salary Continuation and Other Benefits (as defined below) for the duration of the Severance Period (as defined below): (1) salary continuation payments for each year of the Severance Period in an amount per year equal to 160% of his then current annual base salary and incentive compensation awards earned at the threshold amount shall be paid during the Severance Period (“Salary Continuation”), which Salary Continuation shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the effective date of termination commencing on the Corporation’s first payroll date following the Termination Datetermination; (2) continuation of medical, dental, life insurance and disability insurance for him, his spouse and his dependents, during the Severance Period, as in effect on the effective date of termination (“Other Benefits”), or if the continuation of all or any of the Other Benefits is not available because of his status as a terminated employee, a payment equal to the market value of such excluded Other Benefits; (3) if allowable under the Corporation’s qualified pension plan in effect on the date of termination, credit for additional years of service during the Severance Period; and (4) outplacement services of an independent third party, mutually satisfactory to both parties, until the earlier of one year after the effective date of termination, or until he obtains new employment; the cost for such service will be paid in full by the Corporation. For purposes of this Agreement (except for Paragraph 10 9 below), the “Severance Period” shall mean the period from the date of termination of employment to the first (1st) anniversary of the date of such termination. (ii) Subject to Paragraph 10 below, in the event Xxxxxx accepts other employment during the Severance Period, the Corporation shall continue the Salary Continuation in force until the end of the Severance Period. All Other Benefits described in subparagraph (i)(2) and the benefit set forth in (i)(3), other than all accrued and vested benefits payable under the Corporation’s employment and benefit policies, shall cease. (iii) Xxxxxx shall not be required to seek or accept any other employment. Rather, the election of whether to seek or accept other employment shall be solely within

By the Corporation. The Corporation may, in its discretion, terminate Executive’s employment hereunder without cause at any time upon sixty (60) days prior written notice or at such later time as may be specified in said notice (the date of termination set forth in such notice is herein referred to as the “Termination Date”). Except as otherwise provided in this Agreement, after such termination, all rights, duties and obligations of both parties shall cease. (i) Upon the termination of employment pursuant to subparagraph (a) above, subject to the terms in subparagraph (ii) and Paragraph 10 9 below and the requirements of Paragraph 11 10 below, in addition to all accrued and vested benefits payable under the Corporation’s employment and benefit policies, including, but not limited to, unpaid Annual Bonus Awards and any other incentive compensation awards earned under the Annual Bonus Plan or any other incentive compensation plan for any completed performance periods, Executive shall be provided with the following Salary Continuation and Other Benefits (as defined below) for the duration of the Severance Period (as defined below): (1) salary continuation payments for each year of the Severance Period in an amount per year equal to 160% of his then current annual base salary (“Salary Continuation”), which Salary Continuation shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the effective date of termination commencing on the Corporation’s first payroll date following the Termination Date; (2) continuation of medical, dental, life insurance and disability insurance for him, his spouse and his dependents, during the Severance Period, as in effect on the effective date of termination (“Other Benefits”), or if the continuation of all or any of the Other Benefits is not available because of his status as a terminated employee, a payment equal to the market value of such excluded Other Benefits; (3) if allowable under the Corporation’s qualified pension plan in effect on the date of termination, credit for additional years of service during the Severance Period; and (4) outplacement services of an independent third party, mutually satisfactory to both parties, until the earlier of one year after the effective date of termination, or until he obtains new employment; the cost for such service will be paid in full by the Corporation. For purposes of this Agreement (except for Paragraph 10 below), the “Severance Period” shall mean the period from the date of termination of employment to the first (1st) anniversary of the date of such termination.the

By the Corporation. The Corporation may, in its discretion, terminate Executive’s Xxxxx’x employment hereunder without cause at any time upon sixty (60) days prior written notice or at such later time as may be specified in said notice (the date of termination set forth in such notice is herein referred to as the “Termination Date”)notice. Except as otherwise provided in this Agreement, after such termination, all rights, duties and obligations of both parties shall cease. (i) Upon the termination of employment pursuant to subparagraph (a) above, subject to the terms in subparagraph (ii) and Paragraph 10 below and the requirements of Paragraph 11 10 below, in addition to all accrued and vested benefits payable under the Corporation’s employment and benefit policies, including, but not limited to, unpaid Annual Bonus Awards and any other incentive compensation awards earned under the Annual Bonus Incentive Compensation Plan or any other incentive compensation plan for any completed performance periods, Executive Xxxxx shall be provided with the following Salary Continuation and Other Benefits (as defined below) for the duration of the Severance Period (as defined below): (1) salary continuation payments for each year of the Severance Period in an amount per year equal to 160% of his then current annual base salary and incentive compensation awards earned at the threshold amount shall be paid during the Severance Period (“Salary Continuation”), which Salary Continuation shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the effective date of termination commencing on the Corporation’s first payroll date following the Termination Datetermination; (2) continuation of medical, dental, life insurance and disability insurance for himhim and, his spouse and if appropriate, his dependents, during the Severance Period, as in effect on the effective date of termination (“Other Benefits”), or if the continuation of all or any of the Other Benefits is not available because of his status as a terminated employee, a payment equal to the market value of such excluded Other Benefits; (3) if allowable under the Corporation’s qualified pension plan in effect on the date of termination, credit for additional years of service during the Severance Period; and (4) outplacement services of an independent third party, mutually satisfactory to both parties, until the earlier of one year after the effective date of termination, or until he obtains new employment; the cost for such service will be paid in full by the Corporation. For purposes of this Agreement (except for Paragraph 10 below)Agreement, the “Severance Period” shall mean (i) if termination occurs within one (1) year of the Effective Date, then the period from the date of such termination to the second (2nd) anniversary of employment the Effective Date and (ii) if termination occurs after the first (1st) anniversary of the Effective Date, then the period from the date of such termination to the first (1st) anniversary of the date of such termination. (ii) Subject to Paragraph 10 below, in the event Xxxxx accepts other employment during the Severance Period, the Corporation shall continue the Salary Continuation in force until the end of the Severance Period. All Other Benefits described in subparagraph (i)(2) and the benefit set forth in (i)(3), other than all accrued and vested benefits payable under the Corporation’s employment and benefit policies, shall cease. (iii) Xxxxx shall not be required to seek or accept any other employment. Rather, the election of whether to seek or accept other employment shall be solely within Xxxxx’x discretion. If during the Severance Period Xxxxx is receiving all or any part of the benefits set forth in subparagraph (i) above and he should die, then Salary Continuation remaining during the Severance Period shall be paid fully and completely to his spouse or such individual designated by him or if no such person is designated to his estate.

By the Corporation. The Corporation may, in its sole discretion, terminate Executive’s employment hereunder without cause Cause at any time upon sixty (60) days prior written notice or at such later time as may be specified in said notice (the date of termination set forth in such notice is herein referred to as the “Termination Date”). Except as provided in Paragraphs 7(a)(i), 8(b), 11, 12, 13, 14, 15 and 20 or as otherwise provided in this AgreementAgreement or any applicable LTIA agreement, after such termination, all rights, duties and obligations of both parties shall cease. At any time during such sixty (60) day notice period, the Corporation may in its sole discretion: (i) relieve Executive of Executive’s duties and responsibilities (in whole or part), (ii) place Executive on paid leave-of-absence status, (iii) impose conditions with respect to attending or remaining away from the Corporation’s places of business, and/or (iv) accelerate the Termination Date, in which case the Corporation shall continue to pay Executive during the remainder of such 60-day period the compensation that would otherwise be owned to Executive under this Agreement for the remainder of such 60-day period. (i) Upon the termination of employment pursuant to subparagraph (a) above, subject to the terms in subparagraph (ii) and Paragraph Paragraphs 8(b) and 10 below and the requirements of Paragraph 11 12 below, in addition to all accrued and vested benefits payable under the Corporation’s employment and benefit policies, including, but not limited to, earned but unpaid Annual Bonus Awards and any other incentive compensation awards earned under (I) the Annual Bonus Plan or (II) any other incentive compensation plan for any completed performance periodsperiods or any applicable LTIA agreement, Executive shall be provided with the following Salary Continuation and Other Benefits (as defined below) for the duration of the Severance Period (as defined below): (1) salary continuation payments for each year of the Severance Period in an amount per year equal to 160200% of his then current annual base salary (“Salary Continuation”), which Salary Continuation shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the effective date of termination commencing on the Corporation’s first payroll date following the Termination Datedate the Release (as defined below) becomes irrevocable or such later date as provided in Paragraph 8(b) below; (2) continuation of medical, dental, life insurance and disability insurance for himExecutive, his Executive’s spouse and his Executive’s dependents, during the Severance Period, as in effect on the effective date of termination (“Other Benefits”), or if the continuation of all or any of the Other Benefits is not available because of his status as a terminated employee, a payment equal to the market value cost to the Corporation as if Executive were not a terminated employee of such excluded Other Benefits; and (3) if allowable under the Corporation’s qualified pension plan in effect on the date of termination, credit for additional years of service during the Severance Period; and (4) outplacement services of an independent third party, mutually satisfactory to both parties, until the earlier of one year after the effective date of termination, or until he obtains new employment; , with the cost for such service will to be paid in full by the Corporation. For purposes of this Agreement (except for Paragraph 10 below), the “Severance Period” shall mean the period from the date of termination of Executive’s employment to the first (1st) anniversary of the date of such termination.

By the Corporation. The Corporation may, in its discretion, terminate Executive’s employment hereunder without cause at any time upon sixty (60) days prior written notice or at such later time as may be specified in said notice (the date of termination set forth in such notice is herein referred to as the “Termination Date”). Except as otherwise provided in this Agreement, after such termination, all rights, duties and obligations of both parties shall cease. (i) Upon the termination of employment pursuant to subparagraph (a) above, subject to the terms in subparagraph (ii) and Paragraph 10 below and the requirements of Paragraph 11 below, in addition to all accrued and vested benefits payable under the Corporation’s employment and benefit policies, including, but not limited to, unpaid Annual Bonus Awards and any other incentive compensation awards earned under the Annual Bonus Plan or any other incentive compensation plan for any completed performance periods, Executive shall be provided with the following Salary Continuation and Other Benefits (as defined below) for the duration of the Severance Period (as defined below): (1) salary continuation payments for each year of the Severance Period in an amount per year equal to 160200% of his then current annual base salary (“Salary Continuation”), which Salary Continuation shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the effective date of termination commencing on the Corporation’s first payroll date following the Termination Date; (2) continuation of medical, dental, life insurance and disability insurance for him, his spouse and his dependents, during the Severance Period, as in effect on the effective date of termination (“Other Benefits”), or if the continuation of all or any of the Other Benefits is not available because of his status as a terminated employee, a payment equal to the market value of such excluded Other Benefits; (3) if allowable under the Corporation’s qualified pension plan in effect on the date of termination, credit for additional years of service during the Severance Period; and (4) outplacement services of an independent third party, mutually satisfactory to both parties, until the earlier of one year after the effective date of termination, or until he obtains new employment; the cost for such service will be paid in full by the Corporation. For purposes of this Agreement (except for Paragraph 10 below), the “Severance Period” shall mean the period from the date of termination of employment to the first (1st) anniversary of the date of such termination.

By the Corporation. The Corporation may, in its discretion, terminate Executive’s Xxxxxxxx’x employment hereunder without cause at any time upon sixty (60) days prior written notice or at such later time as may be specified in said notice (the date of termination set forth in such notice is herein referred to as the “Termination Date”)notice. Except as otherwise provided in this Agreement, after such termination, all rights, duties and obligations of both parties shall cease. (i) Upon the termination of employment pursuant to subparagraph (a) above, subject to the terms in subparagraph (ii) and Paragraph 10 below and the requirements of Paragraph 11 10 below, in addition to all accrued and vested benefits payable under the Corporation’s employment and benefit policies, including, but not limited to, unpaid Annual Bonus Awards and any other incentive compensation awards earned under the Annual Bonus Incentive Compensation Plan or any other incentive compensation plan for any completed performance periods, Executive Xxxxxxxx shall be provided with the following Salary Continuation and Other Benefits (as defined below) for the duration of the Severance Period (as defined below): (1) salary continuation payments for each year of the Severance Period in an amount per year equal to 160% of his then current annual base salary and incentive compensation awards earned at the threshold amount shall be paid during the Severance Period (“Salary Continuation”), which Salary Continuation shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the effective date of termination commencing on the Corporation’s first payroll date following the Termination Datetermination; (2) continuation of medical, dental, life insurance and disability insurance for himhim and, his spouse and if appropriate, his dependents, during the Severance Period, as in effect on the effective date of termination (“Other Benefits”), or if the continuation of all or any of the Other Benefits is not available because of his status as a terminated employee, a payment equal to the market value of such excluded Other Benefits; (3) if allowable under the Corporation’s qualified pension plan in effect on the date of termination, credit for additional years of service during the Severance Period; and (4) outplacement services of an independent third party, mutually satisfactory to both parties, until the earlier of one year after the effective date of termination, or until he obtains new employment; the cost for such service will be paid in full by the Corporation. For purposes of this Agreement (except for Paragraph 10 below)Agreement, the “Severance Period” shall mean (i) if termination occurs within one (1) year of the Effective Date, then the period from the date of such termination to the second (2nd) anniversary of employment the Effective Date and (ii) if termination occurs after the first (1st) anniversary of the Effective Date, then the period from the date of such termination to the first (1st) anniversary of the date of such termination. (ii) Subject to Paragraph 10 below, in the event Xxxxxxxx accepts other employment during the Severance Period, the Corporation shall continue the Salary Continuation in force until the end of the Severance Period. All Other Benefits described in subparagraph (i) (2) and the benefit set forth in (i)(3), other than all accrued and vested benefits payable under the Corporation’s employment and benefit policies, shall cease. (iii) Xxxxxxxx shall not be required to seek or accept any other employment. Rather, the election of whether to seek or accept other employment shall be solely within Xxxxxxxx’x discretion. If during the Severance Period Xxxxxxxx is receiving all or any part of the benefits set forth in subparagraph (i) above and he should die, then Salary Continuation remaining during the Severance Period shall be paid fully and completely to his spouse or such individual designated by him or if no such person is designated to his estate.

By the Corporation. The Corporation may, in its discretion, terminate Executive’s employment hereunder without cause at any time upon sixty (60) days prior written notice or at such later time as may be specified in said notice (the date of termination set forth in such notice is herein referred to as the “Termination Date”). Except as otherwise provided in this Agreement, after such termination, all rights, duties and obligations of both parties shall cease. (i) Upon the termination of employment pursuant to subparagraph (a) above, subject to the terms in subparagraph (ii) and Paragraph 10 below and the requirements of Paragraph 11 below, in addition to all accrued and vested benefits payable under the Corporation’s employment and benefit policies, including, but not limited to, unpaid Annual Bonus Awards and any other incentive compensation awards earned under the Annual Bonus Plan or any other incentive compensation plan for any completed performance periods, Executive shall be provided with the following Salary Continuation and Other Benefits (as defined below) for the duration of the Severance Period (as defined below): (1) salary continuation payments for each year of the Severance Period in an amount per year equal to 160% of his her then current annual base salary (“Salary Continuation”), which Salary Continuation shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the effective date of termination commencing on the Corporation’s first payroll date following the Termination Date; (2) continuation of medical, dental, life insurance and disability insurance for himher, his her spouse and his her dependents, during the Severance Period, as in effect on the effective date of termination (“Other Benefits”), or if the continuation of all or any of the Other Benefits is not available because of his her status as a terminated employee, a payment equal to the market value of such excluded Other Benefits; (3) if allowable under the Corporation’s qualified pension plan in effect on the date of termination, credit for additional years of service during the Severance Period; and (4) outplacement services of an independent third party, mutually satisfactory to both parties, until the earlier of one year after the effective date of termination, or until he she obtains new employment; the cost for such service will be paid in full by the Corporation. For purposes of this Agreement (except for Paragraph 10 below), the “Severance Period” shall mean the period from the date of termination of employment to the first (1st) anniversary of the date of such termination.

By the Corporation. The Corporation may, in its discretion, terminate Executive’s Xxxxxxxx’x employment hereunder without cause at any time upon sixty (60) days prior written notice or at such later time as may be specified in said notice (the date of termination set forth in such notice is herein referred to as the “Termination Date”). Except as otherwise provided in this Agreement, after such termination, all rights, duties and obligations of both parties shall cease. (i) Upon the termination of employment pursuant to subparagraph (a) above, subject to the terms in subparagraph (ii) and Paragraph 10 Section 9 below and the requirements of Paragraph 11 Section 10 below, in addition to all accrued and vested benefits payable under the Corporation’s employment and benefit policies, including, but not limited to, unpaid Annual Bonus Awards and any other incentive compensation awards earned under the Annual Bonus Plan or any other incentive compensation plan for any completed performance periods, Executive Xxxxxxxx shall be provided with the following Salary Continuation and Other Benefits (as defined below) for a period of two (2) years (the duration of the “Severance Period (as defined below): Period”): (1) salary continuation payments for each year of the Severance Period in an amount per year equal to 160200% of his then current annual base salary (“Salary Continuation”), which Salary Continuation shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the effective date of termination commencing on the Corporation’s first payroll date following the Termination Date; (2) continuation of medical, dental, life insurance and disability insurance for him, his spouse and his dependents, during the Severance Period, as in effect on the effective date of termination (“Other Benefits”), or if the continuation of all or any of the Other Benefits is not available because of his status as a terminated employee, a payment equal to the market value of such excluded Other Benefits; (3) if allowable under the Corporation’s qualified pension plan in effect on the date of termination, credit for additional years of service during the Severance Period; and (4) outplacement services of an independent third party, mutually satisfactory to both parties, until the earlier of one year after the effective date of termination, or until he obtains new employment; the cost for such service will be paid in full by the Corporation. For purposes of this Agreement . (except for Paragraph ii) Subject to Section 10 below, in the event Xxxxxxxx accepts other employment during the Severance Period, the Corporation shall continue the Salary Continuation in force until the end of the Severance Period. All Other Benefits described in subparagraph (i)(2) and the benefit set forth in (i)(3), other than all accrued and vested benefits payable under the “Corporation’s employment and benefit policies, shall cease. (iii) Xxxxxxxx shall not be required to seek or accept any other employment. Rather, the election of whether to seek or accept other employment shall be solely within Xxxxxxxx’x discretion. If during the Severance Period” shall mean the period from the date of termination of employment to the first (1st) anniversary Period Xxxxxxxx is receiving all or any part of the date of benefits set forth in subparagraph (i) above and he should die, then Salary Continuation remaining during the Severance Period shall be paid fully and completely to his spouse or such terminationindividual designated by him or if no such person is designated to his estate.

By the Corporation. The Corporation may, in its discretion, terminate Executive’s Xxxxxx’x employment hereunder without cause at any time upon sixty (60) days prior written notice or at such later time as may be specified in said notice (the date of termination set forth in such notice is herein referred to as the “Termination Date”)notice. Except as otherwise provided in this Agreement, after such termination, all rights, duties and obligations of both parties shall cease. (i) Upon the termination of employment pursuant to subparagraph (a) above, subject to the terms in subparagraph (ii) and Paragraph 10 9 below and the requirements of Paragraph 11 10 below, in addition to all accrued and vested benefits payable under the Corporation’s employment and benefit policies, including, but not limited to, unpaid Annual Bonus Awards and any other incentive compensation awards earned under the Annual Bonus Incentive Compensation Plan or any other incentive compensation plan for any completed performance periods, Executive Xxxxxx shall be provided with the following Salary Continuation and Other Benefits (as defined below) for the duration of the Severance Period (as defined below): (1) salary continuation payments for each year of the Severance Period in an amount per year equal to 160% of his then current annual base salary and incentive compensation awards earned at the threshold amount shall be paid during the Severance Period (“Salary Continuation”), which Salary Continuation shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the effective date of termination commencing on the Corporation’s first payroll date following the Termination Datetermination; (2) continuation of medical, dental, life insurance and disability insurance for himher, his her spouse and his her dependents, during the Severance Period, as in effect on the effective date of termination (“Other Benefits”), or if the continuation of all or any of the Other Benefits is not available because of his her status as a terminated employee, a payment equal to the market value of such excluded Other Benefits; (3) if allowable under the Corporation’s qualified pension plan in effect on the date of termination, credit for additional years of service during the Severance Period; and (4) outplacement services of an independent third party, mutually satisfactory to both parties, until the earlier of one year after the effective date of termination, or until he she obtains new employment; the cost for such service will be paid in full by the Corporation. For purposes of this Agreement (except for Paragraph 10 9 below), the “Severance Period” shall mean the period from the date of termination of employment to the first (1st) anniversary of the date of such termination. (ii) Subject to Paragraph 10 below, in the event Xxxxxx accepts other employment during the Severance Period, the Corporation shall continue the Salary Continuation in force until the end of the Severance Period. All Other Benefits described in subparagraph (i)(2) and the benefit set forth in (i)(3), other than all accrued and vested benefits payable under the Corporation’s employment and benefit policies, shall cease. (iii) Xxxxxx shall not be required to seek or accept any other employment. Rather, the election of whether to seek or accept other employment shall be solely within Xxxxxx’x discretion. If during the Severance Period Xxxxxx is receiving all or any part of the benefits set forth in subparagraph (i) above and she should die, then Salary Continuation remaining during the Severance Period shall be paid fully and completely to her spouse or such individual designated by her or if no such person is designated to her estate.

By the Corporation. The Corporation may, in its discretion, terminate Executive’s Xxxxxx’x employment hereunder without cause at any time upon sixty (60) days prior written notice or at such later time as may be specified in said notice (the date of termination set forth in such notice is herein referred to as the “Termination Date”)notice. Except as otherwise provided in this Agreement, after such termination, all rights, duties and obligations of both parties shall cease. (i) Upon the termination of employment pursuant to subparagraph (a) above, subject to the terms in subparagraph (ii) and Paragraph 10 9 below and the requirements of Paragraph 11 10 below, in addition to all accrued and vested benefits payable under the Corporation’s employment and benefit policies, including, but not limited to, unpaid Annual Bonus Awards and any other incentive compensation awards earned under the Annual Bonus Plan or any other incentive compensation plan for any completed performance periods, Executive Xxxxxx shall be provided with the following Salary Continuation and Other Benefits (as defined below) for a period of two (2) years (the duration of the “Severance Period (as defined below): Period”): (1) salary continuation payments for each year of the Severance Period in an amount per year equal to 160150% of his then current annual base salary (“Salary Continuation”), which Salary Continuation shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the effective date of termination commencing on the Corporation’s first payroll date following the Termination Datetermination; (2) continuation of medical, dental, life insurance and disability insurance for him, his spouse and his dependents, during the Severance Period, as in effect on the effective date of termination (“Other Benefits”), or if the continuation of all or any of the Other Benefits is not available because of his status as a terminated employee, a payment equal to the market value of such excluded Other Benefits; (3) if allowable under the Corporation’s qualified pension plan in effect on the date of termination, credit for additional years of service during the Severance Period; and (4) outplacement services of an independent third party, mutually satisfactory to both parties, until the earlier of one year after the effective date of termination, or until he obtains new employment; the cost for such service will be paid in full by the Corporation. For purposes of this Agreement . (except for ii) Subject to Paragraph 10 below, in the event Xxxxxx accepts other employment during the Severance Period, the Corporation shall continue the Salary Continuation in force until the end of the Severance Period. All Other Benefits described in subparagraph (i)(2) and the benefit set forth in (i)(3), other than all accrued and vested benefits payable under the “Corporation’s employment and benefit policies, shall cease. (iii) Xxxxxx shall not be required to seek or accept any other employment. Rather, the election of whether to seek or accept other employment shall be solely within Xxxxxx’x discretion. If during the Severance Period” shall mean the period from the date of termination of employment to the first (1st) anniversary Period Xxxxxx is receiving all or any part of the date of benefits set forth in subparagraph (i) above and he should die, then Salary Continuation remaining during the Severance Period shall be paid fully and completely to his spouse or such terminationindividual designated by him or if no such person is designated to his estate.