Common use of Cash Payments Clause in Contracts

Cash Payments. If, during the Termination Period, the employment of the Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to the Executive the following cash payments: (i) Within thirty (30) days following the Date of Termination (or such earlier date, if any, as may be required under applicable wage payment laws), a lump-sum cash amount equal to the sum of (A) the Executive's base salary through the Date of Termination and any bonus amounts which have been earned or become payable, to the extent not theretofore paid or deferred, (B) a pro rata portion of the Executive's annual bonus for the fiscal year in which the Executive's Date of Termination occurs in an amount at least equal to (1) the Executive's Bonus Amount, multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), and reduced by (3) any amounts paid from the Company's incentive plan for the fiscal year in which the Executive's Date of Termination occurs and (C) any accrued vacation pay, to the extent not theretofore paid; plus (ii) A severance benefit equal to the sum of (i) one (1) times the Executive's highest annual rate of base salary during the 12-month period immediately prior to Executive's Date of Termination, plus (ii) one (1) times the Executive's Bonus Amount. The severance benefits provided for pursuant to this Section 4(a)(ii) shall be paid in periodic installments over the Compensation Period (as defined herein) in accordance with the normal payroll practices of the Company. For the purposes of Section 4(a) herein, "Bonus Amount" shall mean the average annual incentive bonus earned by the Executive under any incentive bonus plan or plans of the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding the Executive's Date of Termination (or such shorter period that the Executive has been employed by the Company). The one (1) -year period following the Qualifying Termination of an Executive and during which the benefits provided pursuant to Section 4(a)(ii) and Section 4(b) shall be provided is referred to herein as the "Compensation Period."

Cash Payments. If, during the Termination Period, the employment of the Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to the Executive the following cash payments: (i) Within thirty (30) days following the Date of Termination (or such earlier date, if any, as may be required under applicable wage payment laws), a lump-sum cash amount equal to the sum of (A) the Executive's ’s accrued but unpaid base salary through the Date of Termination and any bonus amounts which have been earned or become payable, to the extent not theretofore paid or deferred, (B) a pro rata portion of the Executive's ’s annual bonus for the fiscal year in which the Executive's ’s Date of Termination occurs in an amount at least equal to (1) the Executive's ’s Bonus AmountAmount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), and reduced by (3) any amounts paid from the Company's ’s incentive plan for the fiscal year in which the Executive's ’s Date of Termination occurs and (C) any accrued vacation pay, to the extent not theretofore paid; plus. The lump-sum cash payment to be made to the Executive pursuant to this Section 4(a)(i) is intended to be exempt from Code Section 409A under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals. (ii) A severance benefit (the “Severance Benefit”) payable in accordance with the provisions of this Section 4(a)(ii) equal to the sum of (i) one (1) times the Executive's ’s highest annual rate of base salary during the 12-month period immediately prior to Executive's ’s Date of Termination, plus (ii) one (1) times the Executive's ’s Bonus Amount. That portion of the Severance Benefit payable to the Executive pursuant to this Section 4(a)(ii) that exceeds the “separation pay limit,” if any, shall be paid to the Executive in a lump sum payment within thirty (30) days following the Date of Termination (or such earlier date, if any, as may be required under applicable wage payment laws). The severance benefits “separation pay limit” shall mean two (2) times the lesser of: (1) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the calendar year immediately preceding the calendar year in which the Executive’s Date of Termination occurs (adjusted for any increase during that calendar year that was expected to continue indefinitely if the Executive had not terminated employment); and (2) the maximum dollar amount of compensation that may be taken into account under a tax-qualified retirement plan under Code Section 401(a)(17) for the year in which his Date of Termination occurs. The lump-sum payment to be made to the Executive pursuant to this Section 4(a)(ii) is intended to be exempt from Code Section 409A under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals. The remaining portion of the Severance Benefit payable to the Executive pursuant to this Section 4(a)(ii) shall be paid in periodic installments over the Compensation Period (as defined herein) in accordance with the normal payroll practices of the Company. Notwithstanding the foregoing, in no event shall such remaining portion of the Severance Benefit be paid to the Executive later than December 31 of the second calendar year following the calendar year in which Executive’s Termination Date occurs. The payments to be made to the Executive pursuant to the immediately preceding sentence of this Section 4(a)(ii) are intended to be exempt from Code Section 409A under the exemption found in Regulation Section 1.409A-(b)(9)(iii) for separation pay plans (i.e., the so-called “two times” pay exemption). (iii) For the purposes of this Section 4(a) herein), "“Bonus Amount" ” shall mean the average Executive’s target annual bonus opportunity as defined in the Company’s Cash Bonus Plan or successor cash incentive bonus earned by compensation plan for the Executive under any incentive bonus plan or plans of the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding the Executive's year in which his Date of Termination (or such shorter period that the Executive has been employed by the Company)occurs. The one (1) -year 1)–year period following the Qualifying Termination of an the Executive and during for which the benefits provided pursuant to Section 4(a)(ii4(a) and Section 4(b) shall be or shall have been provided is referred to herein as the "“Compensation Period."”

Cash Payments. If, during the Termination Period, the employment of the Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to the Executive the following cash payments: (i) Within thirty (30) days following the Date of Termination (or such earlier date, if any, as may be required under applicable wage payment laws), a lump-sum cash amount equal to the sum of (A) the Executive's base salary through the Date of Termination and any bonus amounts which have been earned or become payable, to the extent not theretofore paid or deferred, (B) a pro rata portion of the Executive's annual bonus for the fiscal year in which the Executive's Date of Termination occurs in an amount at least equal to (1) the Executive's Bonus Amount, multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), and reduced by (3) any amounts paid from the Company's incentive plan for the fiscal year in which the Executive's Date of Termination occurs and (C) any accrued vacation pay, to the extent not theretofore paid; plus (ii) A severance benefit equal to the sum of (i) one two (12) times the Executive's highest annual rate of base salary during the 12-month period immediately prior to Executive's Date of Termination, plus (ii) one two (12) times the Executive's Bonus Amount. The severance benefits provided for pursuant to this Section 4(a)(ii) shall be paid in periodic installments over the Compensation Period (as defined herein) in accordance with the normal payroll practices of the Company. For the purposes of Section 4(a) herein, "Bonus Amount" shall mean the average annual incentive bonus earned by the Executive under any incentive bonus plan or plans of the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding the Executive's Date of Termination (or such shorter period that the Executive has been employed by the Company). The one two (12) -year period following the Qualifying Termination of an Executive and during which the benefits provided pursuant to Section 4(a)(ii) and Section 4(b) shall be provided is referred to herein as the "Compensation Period."

Cash Payments. If, during the Termination Period, the employment of the Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to the Executive the following cash payments: (i) Within thirty (30) days following the Date of Termination (or such earlier date, if any, as may be required under applicable wage payment laws), a lump-sum cash amount equal to the sum of (A) the Executive's ’s base salary through the Date of Termination and any bonus amounts which have been earned or become payable, to the extent not theretofore paid or deferred, (B) a pro rata portion of the Executive's ’s annual bonus for the fiscal year in which the Executive's ’s Date of Termination occurs in an amount at least equal to (1) the Executive's ’s Bonus Amount, multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), and reduced by (3) any amounts paid from the Company's ’s incentive plan for the fiscal year in which the Executive's ’s Date of Termination occurs and (C) any accrued vacation pay, to the extent not theretofore paid; plus (ii) A severance benefit equal to the sum of (i) one (1) times the Executive's ’s highest annual rate of base salary during the 12-month period immediately prior to Executive's ’s Date of Termination, plus (ii) one (1) times the Executive's ’s Bonus Amount. The severance benefits provided for pursuant to this Section 4(a)(ii) shall be paid in periodic installments over the Compensation Period (as defined herein) in accordance with the normal payroll practices of the Company. For the purposes of Section 4(a) herein, "“Bonus Amount" ” shall mean the average annual incentive bonus earned by the Executive under any incentive bonus plan or plans of the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding the Executive's ’s Date of Termination (or such shorter period that the Executive has been employed by the Company). The one (1) -year period following the Qualifying Termination of an Executive and during which the benefits provided pursuant to Section 4(a)(ii) and Section 4(b) shall be provided is referred to herein as the "“Compensation Period."”

Cash Payments. If, during the Termination Period, the employment of the Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to the Executive the following cash payments: (i) Within thirty ten (3010) days following the Date of Termination (or such earlier other date, if any, as may be required under applicable wage payment laws), a lump-sum cash amount equal to the sum of (A) the Executive's base salary through the Date of Termination and any bonus amounts which have been earned or become payable, to the extent not theretofore paid or deferred, (B) a pro rata portion of the Executive's annual bonus for the fiscal year in which the Executive's Date of Termination occurs in an amount at least equal to (1) the Executive's Average Bonus Amount, multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), and reduced by (3) any amounts paid from the Company's incentive plan for the fiscal year in which the Executive's Date of Termination occurs and (C) any accrued vacation pay, to the extent not theretofore paid; plus (ii) A severance benefit equal to the sum of (i) one three (13) times the Executive's highest annual rate of base salary during the 12-month period immediately prior to Executive's Date of TerminationAverage Base Salary, plus (ii) one three (13) times the Executive's Average Bonus Amount. The severance benefits provided for pursuant to this Section 4(a)(ii5(a)(ii) shall be paid in periodic installments over a lump sum within ten (10) days after the Compensation Period (as defined herein) in accordance Qualifying Termination occurs, subject, however, to the Executive's compliance with the normal payroll practices terms of this Agreement, including but in no way limited to the CompanyExecutive's obligations under Section 7 herein. For the purposes of Section 4(a5(a) herein, "Average Base Salary" shall mean the average annual base salary paid or payable by the Company (or its affiliates) to the Executive during any two (2) years in the three (3)-year period prior to the Executive's Date of Termination (including the year in which the Qualifying Termination occurs if the base salary payable during such year, on an annualized basis, would produce a higher Average Base Salary). Also, for the purposes of Section 5(a) herein, "Average Bonus Amount" shall mean the average annual incentive bonus earned by the Executive under any incentive bonus plan or plans of the Company (or its affiliates) during any two years in the last three (3) completed fiscal years of the Company immediately preceding 3)-year period prior to the Executive's Date of Termination (or such shorter period that including the Executive has been employed by the Company). The one (1) -year period following year in which the Qualifying Termination of an Executive and during which occurs if the benefits provided pursuant to Section 4(a)(ii) and Section 4(b) shall be provided is referred to herein as the "Compensation Periodannual incentive bonus earned in that year would produce a higher Average Bonus Amount)."

Cash Payments. If, during the Termination Period, the employment of the Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to the Executive the following cash payments: (i) Within thirty (30) days following the Date of Termination (or such earlier date, if any, as may be required under applicable wage payment laws), a lump-sum cash amount equal to the sum of (A) the Executive's ’s accrued but unpaid base salary through the Date of Termination and any bonus amounts which have been earned or become payable, to the extent not theretofore paid or deferred, (B) a pro rata portion of the Executive's ’s annual bonus for the fiscal year in which the Executive's ’s Date of Termination occurs in an amount at least equal to (1) the Executive's ’s Bonus AmountAmount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), and reduced by (3) any amounts paid from the Company's ’s incentive plan for the fiscal year in which the Executive's ’s Date of Termination occurs and (C) any accrued vacation pay, to the extent not theretofore paid; plus. The lump-sum cash payment to be made to the Executive pursuant to this Section 4(a)(i) is intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and all guidance promulgated thereunder, including the final Treasury Regulations (collectively, “Code Section 409A”), under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals. (ii) A severance benefit (the “Severance Benefit”) payable in accordance with the provisions of this Section 4(a)(ii) equal to the sum of (i) one (1) times the Executive's ’s highest annual rate of base salary during the 12-month period immediately prior to Executive's ’s Date of Termination, plus (ii) one (1) times the Executive's ’s Bonus Amount. That portion of the Severance Benefit payable to the Executive pursuant to this Section 4(a)(ii) that exceeds the “separation pay limit,” if any, shall be paid to the Executive in a lump sum payment within thirty (30) days following the Date of Termination (or such earlier date, if any, as may be required under applicable wage payment laws). The severance benefits “separation pay limit” shall mean two (2) times the lesser of: (1) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the calendar year immediately preceding the calendar year in which the Executive’s Date of Termination occurs (adjusted for any increase during that calendar year that was expected to continue indefinitely if the Executive had not terminated employment); and (2) the maximum dollar amount of compensation that may be taken into account under a tax-qualified retirement plan under Code Section 401(a)(17) for the year in which his Date of Termination occurs. The lump-sum payment to be made to the Executive pursuant to this Section 4(a)(ii) is intended to be exempt from Code Section 409A under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals. The remaining portion of the Severance Benefit payable to the Executive pursuant to this Section 4(a)(ii) shall be paid in periodic installments over the Compensation Period (as defined herein) in accordance with the normal payroll practices of the Company. Notwithstanding the foregoing, in no event shall such remaining portion of the Severance Benefit be paid to the Executive later than December 31 of the second calendar year following the calendar year in which Executive’s Termination Date occurs. The payments to be made to the Executive pursuant to the immediately preceding sentence of this Section 4(a)(ii) are intended to be exempt from Code Section 409A under the exemption found in Regulation Section 1.409A-(b)(9)(iii) for separation pay plans (i.e., the so-called “two times” pay exemption). (iii) For the purposes of this Section 4(a) herein), "“Bonus Amount" ” shall mean the average Executive’s target annual bonus opportunity as defined in the Company’s Cash Bonus Plan or successor cash incentive bonus earned by compensation plan for the Executive under any incentive bonus plan or plans of the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding the Executive's year in which his Date of Termination (or such shorter period that the Executive has been employed by the Company)occurs. The one (1) -year year period following the Qualifying Termination of an the Executive and during for which the benefits provided pursuant to Section 4(a)(ii4(a) and Section 4(b) shall be or shall have been provided is referred to herein as the "“Compensation Period."”

Cash Payments. If, during the Termination Period, the employment of the Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to the Executive the following cash payments: (i) Within thirty (30) days following the Date of Termination (or such earlier date, if any, as may be required under applicable wage payment laws), a lump-sum cash amount equal to the sum of (A) the Executive's ’s accrued but unpaid base salary through the Date of Termination and any bonus amounts which have been earned or become payable, to the extent not theretofore paid or deferred, (B) a pro rata portion of the Executive's ’s annual bonus for the fiscal year in which the Executive's ’s Date of Termination occurs in an amount at least equal to (1) the Executive's ’s Bonus AmountAmount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), and reduced by (3) any amounts paid from the Company's ’s incentive plan for the fiscal year in which the Executive's ’s Date of Termination occurs and (C) any accrued vacation pay, to the extent not theretofore paid; plus. The lump-sum cash payment to be made to the Executive pursuant to this Section 4(a)(i) is intended to be exempt from Code Section 409A under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals. (ii) A severance benefit (the “Severance Benefit”) payable in accordance with the provisions of this Section 4(a)(ii) equal to the sum of (i) one two (12) times the Executive's ’s highest annual rate of base salary during the 12-month period immediately prior to Executive's ’s Date of Termination, plus (ii) one two (12) times the Executive's ’s Bonus Amount. That portion of the Severance Benefit payable to the Executive pursuant to this Section 4(a)(ii) that exceeds the “separation pay limit,” if any, shall be paid to the Executive in a lump sum payment within thirty (30) days following the Date of Termination (or such earlier date, if any, as may be required under applicable wage payment laws). The severance benefits “separation pay limit” shall mean two (2) times the lesser of: (1) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the calendar year immediately preceding the calendar year in which the Executive’s Date of Termination occurs (adjusted for any increase during that calendar year that was expected to continue indefinitely if the Executive had not terminated employment); and (2) the maximum dollar amount of compensation that may be taken into account under a tax-qualified retirement plan under Code Section 401(a)(17) for the year in which his Date of Termination occurs. The lump-sum payment to be made to the Executive pursuant to this Section 4(a)(ii) is intended to be exempt from Code Section 409A under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals. The remaining portion of the Severance Benefit payable to the Executive pursuant to this Section 4(a)(ii) shall be paid in periodic installments over the Compensation Period (as defined herein) in accordance with the normal payroll practices of the Company. Notwithstanding the foregoing, in no event shall such remaining portion of the Severance Benefit be paid to the Executive later than December 31 of the second calendar year following the calendar year in which Executive’s Termination Date occurs. The payments to be made to the Executive pursuant to the immediately preceding sentence of this Section 4(a)(ii) are intended to be exempt from Code Section 409A under the exemption found in Regulation Section 1.409A-(b)(9)(iii) for separation pay plans (i.e., the so-called “two times” pay exemption). (iii) For the purposes of this Section 4(a) herein), "“Bonus Amount" ” shall mean the average Executive’s target annual bonus opportunity as defined in the Company’s Cash Bonus Plan or successor cash incentive bonus earned by compensation plan for the Executive under any incentive bonus plan or plans of the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding the Executive's year in which his Date of Termination (or such shorter period that the Executive has been employed by the Company)occurs. The one two (1) -year 2)–year period following the Qualifying Termination of an the Executive and during for which the benefits provided pursuant to Section 4(a)(ii4(a) and Section 4(b) shall be or shall have been provided is referred to herein as the "“Compensation Period."”

Cash Payments. If, during the Termination Period, the employment of the Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to the Executive the following cash payments: (i) Within thirty (30) days following the Date of Termination (or such earlier date, if any, as may be required under applicable wage payment laws), a lump-sum cash amount equal to the sum of (A) the Executive's accrued but unpaid base salary through the Date of Termination and any bonus amounts which have been earned or become payable, to the extent not theretofore paid or deferred, (B) a pro rata portion of the Executive's annual bonus for the fiscal year in which the Executive's Date of Termination occurs in an amount at least equal to (1) the Executive's Bonus AmountAmount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), and reduced by (3) any amounts paid from the Company's incentive plan for the fiscal year in which the Executive's Date of Termination occurs and (C) any accrued vacation pay, to the extent not theretofore paid; plus. The lump-sum cash payment to be made to the Executive pursuant to this Section 4(a)(i) is intended to be exempt from Code Section 409A, under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals. (ii) A severance benefit (the “Severance Benefit”) payable in accordance with the provisions of this Section 4(a)(ii) equal to the sum of (i) one (1) times the Executive's highest annual rate of base salary during the 12-month period immediately prior to Executive's Date of Termination, plus (ii) one (1) times the Executive's Bonus Amount. That portion of the Severance Benefit payable to the Executive pursuant to this Section 4(a)(ii) that exceeds the “separation pay limit,” if any, shall be paid to the Executive in a lump sum payment within thirty (30) days following the Date of Termination (or such earlier date, if any, as may be required under applicable wage payment laws). The severance benefits “separation pay limit” shall mean two (2) times the lesser of: (1) the sum of the Executive's annualized compensation based upon the annual rate of pay for services provided to the Company for the calendar year immediately preceding the calendar year in which the Executive's Date of Termination occurs (adjusted for any increase during that calendar year that was expected to continue indefinitely if the Executive had not terminated employment); and (2) the maximum dollar amount of compensation that may be taken into account under a tax-qualified retirement plan under Code Section 401(a)(17) for the year in which his Date of Termination occurs. The lump-sum payment to be made to the Executive pursuant to this Section 4(a)(ii) is intended to be exempt from Code Section 409A under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals. The remaining portion of the Severance Benefit payable to the Executive pursuant to this Section 4(a)(ii) shall be paid in periodic installments over the Compensation Period (as defined herein) in accordance with the normal payroll practices of the Company. Notwithstanding the foregoing, in no event shall such remaining portion of the Severance Benefit be paid to the Executive later than December 31 of the second calendar year following the calendar year in which Executive's Termination Date occurs. The payments to be made to the Executive pursuant to the immediately preceding sentence of this Section 4(a)(ii) are intended to be exempt from Code Section 409A under the exemption found in Regulation Section 1.409A-(b)(9)(iii) for separation pay plans (i.e., the so-called “two times” pay exemption). (iii) For the purposes of this Section 4(a) herein), "“Bonus Amount" ” shall mean the average annual incentive bonus earned by the Executive under any incentive bonus plan or plans of the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding the Executive's target annual bonus opportunity as defined in the Company's Cash Bonus Plan or successor cash incentive compensation plan for the year in which his Date of Termination (or such shorter period that the Executive has been employed by the Company)occurs. The one (1) -year year period following the Qualifying Termination of an the Executive and during for which the benefits provided pursuant to Section 4(a)(ii4(a) and Section 4(b) shall be or shall have been provided is referred to herein as the "“Compensation Period."”

Cash Payments. If, during the Termination Period, the employment of the Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to the Executive the following cash payments: (i) Within thirty (30) days following the Date of Termination (or such earlier date, if any, as may be required under applicable wage payment laws), a lump-sum cash amount equal to the sum of (A) the Executive's ’s accrued but unpaid base salary through the Date of Termination and any bonus amounts which have been earned or become payable, to the extent not theretofore paid or deferred, (B) a pro rata portion of the Executive's ’s annual bonus for the fiscal year in which the Executive's ’s Date of Termination occurs in an amount at least equal to (1) the Executive's ’s Bonus AmountAmount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), and reduced by (3) any amounts paid from the Company's ’s incentive plan for the fiscal year in which the Executive's ’s Date of Termination occurs and (C) any accrued vacation pay, to the extent not theretofore paid; plus. The lump-sum cash payment to be made to the Executive pursuant to this Section 4(a)(i) is intended to be exempt from Code Section 409A under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals. (ii) A severance benefit (the “Severance Benefit”) payable in accordance with the provisions of this Section 4(a)(ii) equal to the sum of (i) one and one-half (11.5) times the Executive's ’s highest annual rate of base salary during the 1218-month period immediately prior to Executive's ’s Date of Termination, plus (ii) one (1) times the Executive's ’s Bonus Amount. That portion of the Severance Benefit payable to the Executive pursuant to this Section 4(a)(ii) that exceeds the “separation pay limit,” if any, shall be paid to the Executive in a lump sum payment within thirty (30) days following the Date of Termination (or such earlier date, if any, as may be required under applicable wage payment laws). The severance benefits “separation pay limit” shall mean two (2) times the lesser of: (1) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the calendar year immediately preceding the calendar year in which the Executive’s Date of Termination occurs (adjusted for any increase during that calendar year that was expected to continue indefinitely if the Executive had not terminated employment); and (2) the maximum dollar amount of compensation that may be taken into account under a tax-qualified retirement plan under Code Section 401(a)(17) for the year in which his Date of Termination occurs. The lump-sum payment to be made to the Executive pursuant to this Section 4(a)(ii) is intended to be exempt from Code Section 409A under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals. The remaining portion of the Severance Benefit payable to the Executive pursuant to this Section 4(a)(ii) shall be paid in periodic installments over the Compensation Period (as defined herein) in accordance with the normal payroll practices of the Company. Notwithstanding the foregoing, in no event shall such remaining portion of the Severance Benefit be paid to the Executive later than December 31 of the second calendar year following the calendar year in which Executive’s Termination Date occurs. The payments to be made to the Executive pursuant to the immediately preceding sentence of this Section 4(a)(ii) are intended to be exempt from Code Section 409A under the exemption found in Regulation Section 1.409A-(b)(9)(iii) for separation pay plans (i.e., the so-called “two times” pay exemption). (iii) For the purposes of this Section 4(a) herein), "“Bonus Amount" ” shall mean the average Executive’s target annual bonus opportunity as defined in the Company’s Cash Bonus Plan or successor cash incentive bonus earned by compensation plan for the Executive under any incentive bonus plan or plans of the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding the Executive's year in which his Date of Termination (or such shorter period that the Executive has been employed by the Company)occurs. The one eighteen (1) -year 18)–month period following the Qualifying Termination of an the Executive and during for which the benefits provided pursuant to Section 4(a)(ii4(a) and Section 4(b) shall be or shall have been provided is referred to herein as the "“Compensation Period."”

Cash Payments. If, during the Termination Period, the employment of the Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to the Executive the following cash payments: (i) Within thirty (30) days following the Date of Termination (or such earlier date, if any, as may be required under applicable wage payment laws), a lump-sum cash amount equal to the sum of (A) the Executive's base salary through the Date of Termination and any bonus amounts which have been earned or become payable, to the extent not theretofore paid or deferred, (B) a pro rata portion of the Executive's annual bonus for the fiscal year in which the Executive's Date of Termination occurs in an amount at least equal to (1) the Executive's Bonus Amount, multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), and reduced by (3) any amounts paid from the Company's incentive plan for the fiscal year in which the Executive's Date of Termination occurs and (C) any accrued vacation pay, to the extent not theretofore paid; plus plus (ii) A severance benefit equal to the sum of (i) one and one half (11.5) times the Executive's highest annual rate of base salary during the 1218-month period immediately prior to Executive's Date of Termination, plus (ii) one (1) times the Executive's Bonus Amount. The severance benefits provided for pursuant to this Section 4(a)(ii) shall be paid in periodic installments over the Compensation Period (as defined herein) in accordance with the normal payroll practices of the Company. For the purposes of Section 4(a) herein, "Bonus Amount" shall mean the average annual incentive bonus earned by the Executive under any incentive bonus plan or plans of the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding the Executive's Date of Termination (or such shorter period that the Executive has been employed by the Company). The one (1) -year eighteen month period following the Qualifying Termination of an Executive and during which the benefits provided pursuant to Section 4(a)(ii) and Section 4(b) shall be provided is referred to herein as the "Compensation Period."

Cash Payments. If, during the Termination Period, the employment of the Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to the Executive the following cash payments: (i) Within thirty (30) days following the Date of Termination (or such earlier date, if any, as may be required under applicable wage payment laws), a lump-sum cash amount equal to the sum of (A) the Executive's ’s accrued but unpaid base salary through the Date of Termination and any bonus amounts which have been earned or become payable, to the extent not theretofore paid or deferred, (B) a pro rata portion of the Executive's ’s annual bonus for the fiscal year in which the Executive's ’s Date of Termination occurs in an amount at least equal to (1) the Executive's ’s Bonus AmountAmount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), and reduced by (3) any amounts paid from the Company's ’s incentive plan for the fiscal year in which the Executive's ’s Date of Termination occurs and (C) any accrued vacation pay, to the extent not theretofore paid; plus. The lump-sum cash payment to be made to the Executive pursuant to this Section 4(a)(i) is intended to be exempt from Code Section 409A under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals. (ii) A severance benefit (the “Severance Benefit”) payable in accordance with the provisions of this Section 4(a)(ii) equal to the sum of (i) one two (12) times the Executive's ’s highest annual rate of base salary during the 12-month period immediately prior to Executive's ’s Date of Termination, plus (ii) one two (12) times the Executive's ’s Bonus Amount. That portion of the Severance Benefit payable to the Executive pursuant to this Section 4(a)(ii) that exceeds the “separation pay limit,” if any, shall be paid to the Executive in a lump sum payment within thirty (30) days following the Date of Termination (or such earlier date, if any, as may be required under applicable wage payment laws). The severance benefits “separation pay limit” shall mean two (2) times the lesser of: (1) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the calendar year immediately preceding the calendar year in which the Executive’s Date of Termination occurs (adjusted for any increase during that calendar year that was expected to continue indefinitely if the Executive had not terminated employment); and (2) the maximum dollar amount of compensation that may be taken into account under a tax-qualified retirement plan under Code Section 401(a)(17) for the year in which his Date of Termination occurs. The lump-sum payment to be made to the Executive pursuant to this Section 4(a)(ii) is intended to be exempt from Code Section 409A under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals. The remaining portion of the Severance Benefit payable to the Executive pursuant to this Section 4(a)(ii) shall be paid in periodic installments over the Compensation Period (as defined herein) in accordance with the normal payroll practices of the Company. Notwithstanding the foregoing, in no event shall such remaining portion of the Severance Benefit be paid to the Executive later than December 31 of the second calendar year following the calendar year in which Executive’s Termination Date occurs. The payments to be made to the Executive pursuant to the immediately preceding sentence of this Section 4(a)(ii) are intended to be exempt from Code Section 409A under the exemption found in Regulation Section 1.409A-(b)(9)(iii) for separation pay plans (i.e., the so-called “two times” pay exemption). (iii) For the purposes of this Section 4(a) herein), "“Bonus Amount" ” shall mean the average Executive’s target annual bonus opportunity as defined in the Company’s Cash Bonus Plan or successor cash incentive bonus earned by compensation plan for the Executive under any incentive bonus plan or plans of the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding the Executive's year in which his Date of Termination (or such shorter period that the Executive has been employed by the Company)occurs. The one two (1) -year 2)-year period following the Qualifying Termination of an the Executive and during for which the benefits provided pursuant to Section 4(a)(ii4(a) and Section 4(b) shall be or shall have been provided is referred to herein as the "“Compensation Period."”