Common use of Certain Benefits and Obligations Upon Termination Clause in Contracts

Certain Benefits and Obligations Upon Termination. A) In the event that Employee's employment terminates (i) because of death or disability, (ii) because CSL has terminated Employee other than "for cause" (as described above), including a Fundamental Change and if Employee has been continuously employed by CSL for at least one year prior to the Fundamental Change as described below, or (iii) because Employee has voluntarily resigned for "good reason" as described above, then, i) CSL shall pay Employee in accordance with its Corporate Policies and Procedures Manual his base salary for the balance ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's Corporate Policies and Procedures Manual. B) In the event that Employee's employment terminates for any other cause other than those set forth in Paragraph 7(A), (which can include voluntary resignation without good reason or termination by CSL "for cause"), then, i) CSL shall pay Employee his base salary up to and through the date of termination; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's Corporate Policies and Procedures Manual. C) In the event that Employee's employment terminates by reason of his death, all benefits provided in this Paragraph 7 shall be paid to Employee's estate or as his executor or personal representative shall direct, but payment may be deferred until Employee's executor or personal representative has been appointed and qualified pursuant to the law in effect in Employee's jurisdiction of residence at the time of his death; D) Following the termination for any reason of Employee's employment, Employee shall not for himself or any third party, directly or indirectly (i) divert or attempt to divert from the Company or its Affiliates any business of any kind in which it is or has been engaged, including, without limitation, the solicitation of, interference with, or entering into any contract with any of its past or then existing customers, and (ii) employ, solicit for employment, or recommend for employment any person employed by the Company or its Affiliates during the period of such person's employment and for a period of two (2) years thereafter.

Certain Benefits and Obligations Upon Termination. A) In the event that Employee's employment terminates (i) because of death or disability, (ii) because CSL has terminated Employee other than "for cause," (as described above), including a Fundamental Change and if Employee has been continuously employed by CSL for at least one year prior to the Fundamental Change as described below, or (iii) because Employee has voluntarily resigned for "good reason," as described above, then, i) CSL shall pay Employee in accordance with its Corporate Policies and Procedures Manual his base salary plus his minimum annual bonus for the balancebalance of the term of this Agreement, but not less than two (2) years (base salary plus minimum annual bonus for three (3) years if termination due to a Fundamental Change) from the date of the notice of termination, and Employee shall retain all his Company stock options that are vested; provided, however, the benefits described in this Paragraph 7(A)(i) shall terminate at such time as Employee materially breaches the provisions of Paragraphs 8 or 9 hereof; ii) A Fundamental Change shall be defined as any of the following: (A) a merger, consolidation, statutory share exchange or sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company that requires the consent or vote of the holders of the -4- 5 Company's Common Stock, other than a consolidation, merger or share exchange of the Company in which the holders of the Company's Common Stock immediately prior to such transaction have the same proportionate ownership of Common Stock of the surviving corporation immediately after such transaction; (B) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; (C) the cessation of control (by virtue of their not constituting a majority of directors) of the Board of Directors of the Company by the individuals (the "Continuing Directors") who (x) at the date of this Agreement were directors or (y) become directors after the date of this Agreement and whose election or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then in office who were directors at the date of this Agreement or whose election or nomination for election was previously so approved; (D) the acquisition of beneficial ownership (within the meaning of Rule 13d- 3 under the Securities Exchange Act of 1934) of an aggregate of 20% or more of the voting power of the Company's outstanding voting securities by any person or group (as such term is used in Rule 13d-5 under the Securities Exchange Act of 1934) who beneficially owned less than 15% of the voting power of the Company's outstanding voting securities on the date of this Agreement, or the acquisition of beneficial ownership of an additional 5% of the voting power of the Company's outstanding voting securities by any person or group who beneficially owned at least 15% of the voting power of the Company's outstanding voting securities on the date of this Agreement; provided, however, that notwithstanding the foregoing, an acquisition shall not constitute a Fundamental Change hereunder if the acquiror is (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company and acting in such capacity, (y) a wholly-owned subsidiary of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in the same proportions as their ownership of voting securities of the Company or (z) any other person whose acquisition of shares of voting securities is approved in advance by a majority of the Continuing Directors; or (E) in a Title 11 bankruptcy proceeding, the appointment of a trustee or the conversion of a case involving the Company to a case under Chapter 7. iii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's Corporate Policies and Procedures Manual. B) In the event that Employee's employment terminates for any other cause other than those set forth in Paragraph 7(A), (which can include voluntary resignation without good reason or termination by CSL "for cause"), then, i) CSL shall pay Employee his base salary up to Manual and through the date of termination; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's Corporate Policies and Procedures Manual. C) In the event that Employee's employment terminates by reason of his death, all benefits provided in this Paragraph 7 shall be promptly paid to Employee's estate or as his executor or personal representative shall direct, but payment may be deferred until Employee's executor or personal representative has been appointed and qualified pursuant to the law in effect in Employee's jurisdiction of residence at the time of his death; D) Following the termination for any reason of Employee's employment, Employee shall not for himself or any third party, directly or indirectly (i) divert or attempt to divert from the Company or its Affiliates any business of any kind in which it is or has been engaged, including, without limitation, the solicitation of, interference with, or entering into any contract with any of its past or then existing customers, and (ii) employ, solicit for employment, or recommend for employment any person employed by the Company or its Affiliates during the period of upon such person's employment and for a period of two (2) years thereaftertermination.

Certain Benefits and Obligations Upon Termination. A) In the event that Employee's ’s employment terminates (i) because of death or disability, (ii) because CSL has terminated Employee other than "“for cause" ” (as described above), including due to a Fundamental Change and if Employee has been continuously employed by CSL for at least one year prior to the Fundamental Change as described below, or (iii) because Employee has voluntarily resigned for "“good reason" ,” as described above, then, i) CSL shall pay Employee in accordance with its Corporate Policies and Procedures Manual his base salary for the balancebalance of the term of this Agreement, but not less than one (1) year from the date of notice of termination (base salary and annual bonus paid during the term of this Agreement in the past twelve (12) months for two (2) years if termination is due to a Fundamental Change), and Employee shall retain all his Company stock awards that are vested; provided, however, the benefits described in this Paragraph 7(A)(i) Legal/Corp/EEAgr/Lee0517.doc shall terminate at such time as Employee materially breaches the provisions of Paragraphs 7(D), 8, or 10 hereof. A “Fundamental Change” shall be defined as a merger, consolidation or any sale of all or substantially all of the assets of the Company that requires the consent or vote of the holders of common stock where the Company is not the survivor or in control. ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's ’s Corporate Policies and Procedures Manual. B) In the event that Employee's ’s employment terminates for any other cause other than those set forth in Paragraph 7(A), (which can include but not be limited to voluntary resignation without good reason or reason, termination by CSL "“for cause"),” expiration of the term of the Agreement, etc., then, i) CSL shall pay Employee his base salary and earned bonus, up to and through the date of termination; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's ’s Corporate Policies and Procedures Manual. C) In the event that Employee's ’s employment terminates by reason of his death, all benefits provided in this Paragraph 7 shall be paid to Employee's ’s estate or as his executor or personal representative shall direct, but payment may be deferred until Employee's ’s executor or personal representative has been appointed and qualified pursuant to the law in effect in Employee's ’s jurisdiction of residence at the time of his death; D) Following the termination for any reason of Employee's ’s employment, Employee shall not for himself or any third party, directly or indirectly (i) divert or attempt to divert from the Company or its Affiliates affiliated companies any business of any kind in which it is or has been engaged, including, without limitation, the solicitation of, interference with, or entering into any contract with any of its past or then existing customers, and (ii) employ, solicit for employment, or recommend for employment any person employed by the Company or its Affiliates affiliated companies during the period of such person's ’s employment and for a period of two (2) years thereafter.. Legal/Corp/EEAgr/Lee0517.doc

Certain Benefits and Obligations Upon Termination. A) In the event that Employee's employment terminates (i) because of death or disability, (ii) because CSL has terminated Employee other than "for cause" (as described above), including a Fundamental Change and if Employee has been continuously employed by CSL for at least one year prior to the Fundamental Change as described below, or (iii) because Employee has voluntarily resigned for "good reason" as described above, then, i) CSL shall pay Employee in accordance with its Corporate Policies and Procedures Manual his base salary for the balancebalance of the term of this Agreement (not including any future extensions), but not less than one (1) year from the date of the notice of termination, and Employee shall retain all his Company stock options that are vested; provided, however, the benefits described in this Paragraph 7(A)(i) shall terminate at such time as Employee materially breaches the provisions of Paragraphs 7(D), 8, 9, or 10 hereof. A Fundamental Change shall be defined as a merger, consolidation or any sale of all or substantially all of the assets of the Company that requires the consent or vote of the holders of common stock where the Company is not the survivor or in control; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's Corporate Policies and Procedures Manual. B) In the event that Employee's employment terminates for any other cause other than those set forth in Paragraph 7(A), (which can include voluntary resignation without good reason or termination by CSL "for cause"), then, i) CSL shall pay Employee his base salary up to and through the date of termination; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's Corporate Policies and Procedures Manual. C) In the event that Employee's employment terminates by reason of his death, all benefits provided in this Paragraph 7 shall be paid to Employee's estate or as his executor or personal representative shall direct, but payment may be deferred until Employee's executor or personal representative has been appointed and qualified pursuant to the law in effect in Employee's jurisdiction of residence at the time of his death; D) Following the termination for any reason of Employee's employment, Employee shall not for himself or any third party, directly or indirectly (i) divert or attempt to divert from the Company or its Affiliates any business of any kind in which it is or has been engaged, including, without limitation, the solicitation of, interference with, or entering into any contract with any of its past or then existing customers, and (ii) employ, solicit for employment, or recommend for employment any person employed by the Company or its Affiliates during the period of such person's employment and for a period of two (2) years thereafter.

Certain Benefits and Obligations Upon Termination. A) In the event that Employee's ’s employment terminates (i) because of death or disability, (ii) because CSL has terminated Employee other than "“for cause" ” (as described above), including due to a Fundamental Change and if Employee has been continuously employed by CSL for at least one year prior to the Fundamental Change as described below, or (iii) because Employee has voluntarily resigned for "“good reason" ,” as described above, then, i) CSL shall pay Employee in accordance with its Corporate Policies and Procedures Manual his base salary for the balancebalance of the term of this Agreement, but not less than one (1) year from the date of notice of termination (base salary and annual bonus paid during the term of this Agreement in the past twelve (12) months for two (2) years if termination is due to a Fundamental Change), and Employee shall retain all his Company stock awards that are vested; provided, however, the benefits described in this Paragraph 7(A)(i) shall terminate at such time as Employee materially breaches the provisions of Paragraphs 7(D), 8, or 10 hereof. A “Fundamental Change” shall be defined as a merger, consolidation or any sale of all or substantially all of the assets of the Company that requires the consent or vote of the holders of common stock where the Company is not the survivor or in control. ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's ’s Corporate Policies and Procedures Manual. B) In the event that Employee's ’s employment terminates for any other cause other than those set forth in Paragraph 7(A), (which can include but not be limited to voluntary resignation without good reason or reason, termination by CSL "“for cause"),” expiration of the term of the Agreement, etc., then, i) CSL shall pay Employee his base salary and earned bonus, up to and through the date of termination; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's ’s Corporate Policies and Procedures Manual. C) In the event that Employee's ’s employment terminates by reason of his death, all benefits provided in this Paragraph 7 shall be paid to Employee's ’s estate or as his executor or personal representative shall direct, but payment may be deferred until Employee's ’s executor or personal representative has been appointed and qualified pursuant to the law in effect in Employee's ’s jurisdiction of residence at the time of his death; D) Following the termination for any reason of Employee's ’s employment, Employee shall not for himself or any third party, directly or indirectly (i) divert or attempt to divert from the Company or its Affiliates affiliated companies any business of any kind in which it is or has been engaged, including, without limitation, the solicitation of, interference with, or entering into any contract with any of its past or then existing customers, and (ii) employ, solicit for employment, or recommend for employment any person employed by the Company or its Affiliates affiliated companies during the period of such person's ’s employment and for a period of two (2) years thereafter.

Certain Benefits and Obligations Upon Termination. A) In the event that Employee's ’s employment terminates (i) because of death or disability, (ii) because CSL has terminated Employee other than "“for cause" ” (as described above), including a Fundamental Change and if Employee has been continuously employed by CSL for at least one year prior to the Fundamental Change as described below, or (iii) because Employee has voluntarily resigned for "“good reason" ,” as described above, then, i) CSL shall pay Employee in accordance with its Corporate Policies and Procedures Manual his base salary for the balancebalance of the term of this Agreement, but not less than one (1) year from the date of notice of termination (base salary and annual bonus paid during the term of this Agreement in the past twelve (12) months for two (2) years if termination due to a Fundamental Change), and Employee shall retain all his Company stock awards that are vested; provided, however, the benefits described in this Paragraph 7(A)(i) shall terminate at such time as Employee materially breaches the provisions of Paragraphs 7(D), 8, or 10 hereof. A “Fundamental Change” shall be defined as a merger, consolidation or any sale of all or substantially all of the assets of the Company that requires the consent or vote of the holders of common stock where the Company is not the survivor or in control. ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's ’s Corporate Policies and Procedures Manual. B) In the event that Employee's ’s employment terminates for any other cause other than those set forth in Paragraph 7(A), (which can include but not be limited to voluntary resignation without good reason or reason, termination by CSL "“for cause"),” expiration of the term of the Agreement, etc., then, i) CSL shall pay Employee his base salary and earned bonus, up to and through the date of termination; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's ’s Corporate Policies and Procedures Manual. C) In the event that Employee's ’s employment terminates by reason of his death, all benefits provided in this Paragraph 7 shall be paid to Employee's ’s estate or as his executor or personal representative shall direct, but payment may be deferred until Employee's ’s executor or personal representative has been appointed and qualified pursuant to the law in effect in Employee's ’s jurisdiction of residence at the time of his death; D) Following the termination for any reason of Employee's ’s employment, Employee shall not for himself or any third party, directly or indirectly (i) divert or attempt to divert from the Company or its Affiliates affiliated companies any business of any kind in which it is or has been engaged, including, without limitation, the solicitation of, interference with, or entering into any contract with any of its past or then existing customers, and (ii) employ, solicit for employment, or recommend for employment any person employed by the Company or its Affiliates affiliated companies during the period of such person's ’s employment and for a period of two (2) years thereafter.

Certain Benefits and Obligations Upon Termination. A) In the event that Employee's employment terminates (i) because of death or disability, (ii) because CSL has terminated Employee other than "for cause" (as described above), including a Fundamental Change and if Employee has been continuously employed by CSL for at least one year prior to the Fundamental Change as described below, or (iii) because Employee has voluntarily resigned for "good reason" as described above, then, i) CSL shall pay Employee in accordance with its Corporate Policies and Procedures Manual his base salary and annual bonus paid during the term of this Agreement in the past twelve (12) months for the balancebalance of the term of this Agreement (not including any future extensions), but not less than two (2) years (base salary plus annual bonus paid during the term of this Agreement in the past twelve (12) months for three (3) years if termination due to a Fundamental Change) from the date of the notice of termination, and Employee shall retain all his Company stock options that are vested; provided, however, the benefits described in this Paragraph 7(A)(i) shall terminate at such time as Employee materially breaches the provisions of Paragraphs 7(D), 8, 9, or 10 hereof. A Fundamental Change shall be defined as a merger, consolidation or any sale of all or substantially all of the assets of the Company that requires the consent or vote of the holders of common stock where the Company is not the survivor or in control; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's Corporate Policies and Procedures Manual. B) In the event that Employee's employment terminates for any other cause other than those set forth in Paragraph 7(A), (which can include voluntary resignation without good reason or termination by CSL "for cause"), then, i) CSL shall pay Employee his base salary and annual bonus paid during the term of this Agreement in the past twelve (12) months up to and through the date of termination; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's Corporate corporate Policies and Procedures Manual. C) In the event that Employee's employment terminates by reason of his death, all benefits provided in this Paragraph 7 shall be paid to Employee's estate or as his executor or personal representative shall direct, but payment may be deferred until Employee's executor or personal representative has been appointed and qualified pursuant to the law in effect in Employee's jurisdiction of residence at the time of his death; D) Following the termination for any reason of Employee's employment, Employee shall not for himself or any third party, directly or indirectly (i) divert or attempt to divert from the Company or its Affiliates any business of any kind in which it is or has been engaged, including, without limitation, the solicitation of, interference with, or entering into any contract with any of its past or then existing customers, and (ii) employ, solicit for employment, or recommend for employment any person employed by the Company or its Affiliates during the period of such person's employment and for a period of two (2) years thereafter.

Certain Benefits and Obligations Upon Termination. A) In the event that Employee's employment terminates (i) because of death or disability, (ii) because CSL has terminated Employee other than "for cause," (as described above), including a Fundamental Change and if Employee has been continuously employed by CSL for at least one year prior to the Fundamental Change as described below, or (iii) because Employee has voluntarily resigned for "good reason," as described above, then, i) CSL shall pay Employee in accordance with its Corporate Policies and Procedures Manual his base salary plus his annual bonus paid during the term of this Agreement in the past twelve (12) months for the balancebalance of the term of this Agreement (not including any future extensions), but not less than two (2) years (base salary plus annual bonus paid during the term of this Agreement in the past twelve (12) months for three (3) years if termination due to a Fundamental Change) from the date of the notice of termination, and Employee shall retain all his Company stock options that are vested; provided, however, the benefits described in this Paragraph 7(A)(i) shall terminate at such time as Employee materially breaches the provisions of Paragraphs 7(D), 8, or 9 hereof. ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's Corporate Policies and Procedures ManualManual and shall be promptly paid to Employee upon such termination. B) In the event that Employee's employment terminates for any other cause other than those set forth in Paragraph 7(A), (which can include but not be limited to voluntary resignation without good reason or reason, termination by CSL "for cause")," expiration of the term of the Agreement, etc., then, i) CSL shall promptly pay Employee his base salary and pro-rated annual bonus up to and through the date of terminationtermi- nation; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's Corporate Policies and Procedures ManualManual and shall be promptly paid to Employee upon such termination. C) In the event that Employee's employment terminates by reason of his death, all benefits provided in this Paragraph 7 shall be paid to Employee's estate or as his executor or personal representative shall direct, but payment may be deferred until Employee's executor or personal representative has been appointed and qualified pursuant to the law in effect in Employee's jurisdiction of residence at the time of his death; D) Following the termination for any reason of Employee's employment, Employee shall not for himself or any third party, directly or indirectly (i) divert or attempt to divert from the Company or its Affiliates affiliated companies any business of any kind in which it is or has been engaged, including, without limitation, the solicitation of, interference with, or entering into any contract with any of its past or then existing customers, and (ii) employ, solicit for employment, or recommend for employment any person employed by the Company or its Affiliates affiliated companies during the period of such person's employment and for a period of two (2) years thereafter.

Certain Benefits and Obligations Upon Termination. A) In the event that Employee's ’s employment terminates (i) because of death or disability, (ii) because CSL has terminated Employee other than "“for cause" ” (as described above), including due to a Fundamental Change and if Employee has been continuously employed by CSL for at least one year prior to the Fundamental Change as described below, or (iiiii) because Employee has voluntarily resigned for "“good reason" ,” as described above, then, i) CSL shall pay Employee in accordance with its Corporate Policies and Procedures Manual his base salary for the balancebalance of the term of this Agreement, but not less than one (1) year from the date of notice of termination (base salary and annual bonus paid during the term of this Agreement in the past twelve (12) months for two (2) years if termination is due to a Fundamental Change), and Employee shall retain all his Company stock awards that are vested; provided, however, the benefits described in this Paragraph 7(A)(i) shall terminate at such time as Employee materially breaches the provisions of Paragraphs 7(D), 8, 9 or 10 hereof. A “Fundamental Change” shall be defined as a merger, consolidation or any sale of all or substantially all of the assets of the Company that requires the consent or vote of the holders of common stock where the Company is not the survivor or in control. ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's ’s Corporate Policies and Procedures Manual. B) In the event that Employee's ’s employment terminates for any other cause other than those set forth in Paragraph 7(A), (which can include but not be limited to voluntary resignation without good reason or reason, termination by CSL "“for cause"),” expiration of the term of the Agreement, etc., then, i) CSL shall pay or cause to be paid to Employee his base salary and earned bonus, up to and through the date of termination; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's ’s Corporate Policies and Procedures Manual. C) In the event that Employee's employment terminates by reason of his death, all benefits provided in this Paragraph 7 shall be paid to Employee's estate or as his executor or personal representative shall direct, but payment may be deferred until Employee's executor or personal representative has been appointed and qualified pursuant to the law in effect in Employee's jurisdiction of residence at the time of his death; D) Following the termination for any reason of Employee's ’s employment, Employee shall not for himself or any third party, directly or indirectly (i) divert or attempt to divert from the Company or its Affiliates affiliated companies any business of any kind in which it is or has been engaged, including, without limitation, the solicitation of, interference with, or entering into any contract with any of its past or then existing customers, and (ii) employ, solicit for employment, or recommend for employment any person employed by the Company or its Affiliates affiliated companies during the period of such person's ’s employment and for a period of two (2) years thereafter.

Certain Benefits and Obligations Upon Termination. A) In the event that Employee's ’s employment terminates (i) because of death or disability, (ii) because CSL has terminated Employee other than "“for cause" (,” as described above), including a Fundamental Change and if Employee has been continuously employed by CSL for at least one year prior to the Fundamental Change as described below, or (iii) because Employee has voluntarily resigned for "“good reason" ,” as described above, then, i) CSL shall pay Employee in accordance with its Corporate Policies and Procedures Manual his base salary for the balancebalance of the term of this Agreement and earned bonus up to and through the date of termination (base salary and annual bonus paid during the term of this Agreement in the past twelve (12) months for two (2) years if termination due to a Fundamental Change), and Employee shall retain all his Company stock awards that are vested; provided, however, the benefits described in this Paragraph 7(A)(i) shall terminate at such time as Employee materially breaches the provisions of Paragraphs 7(D), 8, or 10 hereof. A “Fundamental Change” shall be defined as a merger, consolidation or any sale of all or substantially all of the assets of the Company that requires the consent or vote of the holders of common stock where the Company is not the survivor or in control. ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's ’s Corporate Policies and Procedures Manual. B) In the event that Employee's ’s employment terminates for any other cause other than those set forth in Paragraph 7(A), (which can include but not be limited to voluntary resignation without good reason or reason, termination by CSL "“for cause"),” expiration of the term of the Agreement, etc., then, i) CSL shall pay Employee his base salary and earned bonus, up to and through the date of termination; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's ’s Corporate Policies and Procedures Manual. C) In the event that Employee's ’s employment terminates by reason of his death, all benefits provided in this Paragraph 7 shall be paid to Employee's ’s estate or as his executor or personal representative shall direct, but payment may be deferred until Employee's ’s executor or personal representative has been appointed and qualified pursuant to the law in effect in Employee's ’s jurisdiction of residence at the time of his death; D) Following the termination for any reason of Employee's ’s employment, Employee shall not for himself or any third party, directly or indirectly (i) divert or attempt to divert from the Company or its Affiliates affiliated companies any business of any kind in which it is or has been engaged, including, without limitation, the solicitation of, interference with, or entering into any contract with any of its past or then existing customers, and (ii) employ, solicit for employment, or recommend for employment any person employed by the Company or its Affiliates affiliated companies during the period of such person's ’s employment and for a period of two (2) years thereafter.

Certain Benefits and Obligations Upon Termination. A) In the event that Employee's ’s employment terminates (i) because of death or disability, (ii) because CSL has terminated Employee other than "“for cause" ” (as described above), including a Fundamental Change and if Employee has been continuously employed by CSL for at least one year prior to the Fundamental Change (as described below), or (iii) because Employee has voluntarily resigned for "“good reason" ” (as described above), but specifically excluding the expiration of the Term of this Agreement, then, i) CSL shall pay Employee in accordance with its Corporate Policies and Procedures Manual normal payroll policies his base salary for the balancebalance of the Term of this Agreement in approximately equal installments no less frequently than semi-monthly, but not less than one (1) year from the date of notice of termination (base salary and annual bonus paid during the Term of this Agreement in the past twelve (12) months for two (2) years if termination due to a Fundamental Change), and Employee shall retain all his Company stock awards that are vested; provided, however, the benefits described in this Paragraph 7(A)(i) are conditioned upon Employee’s (or in the event of Employee’s death or disability, his estate or personal representative’s) execution and delivery (without subsequent revocation) to CSL of a release of all claims against CSL and its affiliates in a form similar to that attached to this Agreement as Exhibit A within the time frame required by CSL and, further, these benefits shall terminate at such time as Employee materially breaches the provisions of Paragraphs 7(D), 8, 9 or 10 hereof. A “Fundamental Change” shall be defined as a merger, consolidation or any sale of all or substantially all of the assets of the Company that requires the consent or vote of the holders of common stock where the Company is not the survivor or in control; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's Corporate Policies and Procedures Manual.’s employment manual applicable to all employees; B) In the event that Employee's ’s employment terminates for any other cause reason other than those set forth in Paragraph 7(A), (which can include but not be limited to voluntary resignation without “good reason or reason,” termination by CSL "“for cause"),” or expiration of the Term of this Agreement, etc., then, i) CSL shall pay Employee his base salary and earned bonus, up to and through the date of termination; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's Corporate Policies and Procedures Manual’s employment manual applicable to all employees. C) In the event that Employee's ’s employment terminates by reason of his death, all benefits provided in this Paragraph 7 shall be paid to Employee's ’s estate or as his executor or personal representative shall direct, but payment may be deferred until Employee's ’s executor or personal representative has been appointed and qualified pursuant to the law in effect in Employee's ’s jurisdiction of residence at the time of his death; D) Following For two (2) years following the termination for any reason of Employee's ’s employment, Employee shall not for himself or any third party, directly or indirectly (i) divert or attempt to divert from the Company or its Affiliates affiliated companies any business of any kind in which it is or has been engaged, including, without limitation, the solicitation of, interference with, or entering into any contract with any of its past or then existing customers, and (ii) employ, solicit for employment, or recommend for employment any person employed by the Company or its Affiliates affiliated companies during the period of such person's ’s employment and for a period of two six (26) years months thereafter.

Certain Benefits and Obligations Upon Termination. A) In the event that Employee's ’s employment terminates (i) because of death or disability, (ii) because CSL has terminated Employee other than "“for cause" (,” as described above), including a Fundamental Change and if Employee has been continuously employed by CSL for at least one year prior to the Fundamental Change as described below, or (iii) because Employee has voluntarily resigned for "“good reason" ,” as described above, then, i) CSL shall pay Employee in accordance with its Corporate Policies and Procedures Manual his base salary for the balancebalance of the term of this Agreement and earned bonus up to and through the date of termination, and Employee shall retain all his Company stock awards that are vested; provided, however, the benefits described in this Paragraph 7(A)(i) shall terminate at such time as Employee materially breaches the provisions of Paragraphs 7(D), 8, or 10 hereof; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's ’s Corporate Policies and Procedures Manual. B) In the event that Employee's ’s employment terminates for any other cause other than those set forth in Paragraph 7(A), (which can include but not be limited to voluntary resignation without good reason or reason, termination by CSL "“for cause"),” expiration of the term of the Agreement, etc., then, i) CSL shall pay Employee his base salary and earned bonus, up to and through the date of termination; ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL's ’s Corporate Policies and Procedures Manual. C) In the event that Employee's ’s employment terminates by reason of his death, all benefits provided in this Paragraph 7 shall be paid to Employee's ’s estate or as his executor or personal representative shall direct, but payment may be deferred until Employee's ’s executor or personal representative has been appointed and qualified pursuant to the law in effect in Employee's ’s jurisdiction of residence at the time of his death; D) Following the termination for any reason of Employee's ’s employment, Employee shall not for himself or any third party, directly or indirectly (i) divert or attempt to divert from the Company or its Affiliates affiliated companies any business of any kind in which it is or has been engaged, including, without limitation, the solicitation of, interference with, or entering into any contract with any of its past or then existing customers, and (ii) employ, solicit for employment, or recommend for employment any person employed by the Company or its Affiliates affiliated companies during the period of such person's ’s employment and for a period of two (2) years thereafter.