Common use of COMPANY'S OBLIGATIONS UPON A TERMINATION OF EMPLOYMENT Clause in Contracts

COMPANY'S OBLIGATIONS UPON A TERMINATION OF EMPLOYMENT. 4.1 If by Executive for Good Reason or by the Company Other Than for Cause or Disability. If, during the Post-Change Employment Period (or as provided in Section 4.2, below, during the Imminent Change Period), the Company terminates Executive's employment other than for Cause or Disability, or if Executive terminates employment for Good Reason, the Company's sole obligations to Executive under Articles II and IV shall be as follows: (a) The Company shall pay Executive, in addition to all vested rights arising from Executive's employment as specified in Article II, a lump-sum cash amount equal to the sum of the following: (i) all Accrued Obligations; (ii) Executive's Pro-rata Annual Bonus reduced (but not below zero) by the amount of any Annual Bonus paid to Executive with respect to the Company's fiscal year in which the Termination Date occurs; (iii) all amounts previously deferred by, or accrued to the benefit of, Executive under any defined contribution Non-Qualified Plans, whether vested or unvested, together with any accrued earnings thereon, to the extent that such amounts and earnings have not been previously paid by the Company (whether pursuant to Section 2.4 or otherwise); (iv) an amount equal to the number of years in the Severance Period times the sum of (A) Base Salary, (B) the greater of (I) Target Annual Bonus or (II) Historical Bonus and (C) Employer Defined Contribution Plan Contribution, each determined as of the Termination Date; provided, however, that any reduction in Executive's Base Salary or Target Annual Bonus that would qualify as Good Reason shall be disregarded for purposes of this clause; and (v) to the extent not paid pursuant to any other clause of this Section 4.1(a), an amount equal to the sum of the value of the unvested portion of Executive's accounts or accrued benefits under any unqualified or qualified plan (other than a defined benefit plan) maintained by the Company as of the Termination Date and forfeited by Executive by reason of the Termination of Employment. Such lump-sum amount shall be paid no more than thirty (30) days after the Termination Date. (b) The Company shall pay, in lieu of all previously-accrued benefits under all Non-Qualified Plans that are defined benefit plans, a lump-sum cash amount equal to the positive difference, if any, between: (i) the sum of the Lump-Sum Values of each Maximum Annuity that would be payable to Executive under any defined benefit Plan (whether or not qualified under Section 401(a)) if Executive had: (A) become fully vested in all such previously-unvested benefits, (B) accrued a number of years of service (for purposes of determining the amount of such benefits, entitlement to early retirement benefits, and all other purposes of such defined benefit plans) that is a number of years equal to the number of years of service actually accrued by Executive as of the Termination Date increased by the number of years in the Severance Period, and (C) received the lump-sum severance benefits specified in Section 4.1(a)(ii) and (iv) as covered compensation in equal monthly installments during the Severance Period, minus (ii) the sum of (x) the Lump-Sum Values of the Maximum Annuity benefits actually payable to Executive in the future under each defined benefit Plan that is qualified under Section 401(a) of the Code and (y) the aggregate amounts previously paid to Executive under the defined benefit Plans (whether or not qualified under Section 401(a) of the Code) described in clause (i) of this Section 4.1(b). Such lump-sum amount shall be paid no more than 30 days after a Termination Date. (c) Executive shall immediately become fully vested in, and may thereupon exercise in whole or in part, any and all of Executive's Stock Options then outstanding. All of Executive's Stock Options, including previously-vested Stock Options, shall remain exercisable until the last to occur of (x) the first anniversary of the Termination Date, (y) the expiration of any restrictions on Executive's right to sell the shares of stock issuable upon exercise of such Stock Options, which restrictions were imposed to permit a Reorganization Transaction to be accounted for on a pooling-of-interests basis, and (z) any period of greater duration provided in the applicable stock option agreement or stock option plan as then in effect, but in no event after the date on which such Stock Options would have expired if Executive had remained an employee of the Company. (d) Executive shall immediately become fully vested in all of Executive's Restricted Shares and deferred shares and the Company shall deliver within five (5) business days all of such shares theretofore held (or deferred) by or on behalf of the Company. (e) The Company shall pay all reasonable fees and costs charged by the outplacement firm selected by Executive to provide outplacement services to Executive or, at the election of Executive, shall pay to Executive within thirty (30) business days of its receipt of notice of Executive's election an amount equal to the reasonable fees and expenses such outplacement firm would charge. (f) Until a number of years subsequent to the Determination Date equal to the length of the Severance Period or such later date as any plan may specify, the Company shall continue to provide to Executive and Executive's family welfare benefits (including medical, prescription, dental, disability, salary continuance, individual life, group life, accidental death and travel accident insurance plans and programs) which are at least as favorable as the most favorable Plans of the Company applicable to other peer executives and their families as of the Termination Date, but which are in no event less favorable than the most favorable Plans of the Company applicable to other peer executives and their families during the 12-month period immediately before the Effective Date. The cost of such welfare benefits to Executive shall not exceed the cost of such benefits to Executive immediately before the Termination Date or, if less, the Effective Date. Executive's rights under this Section shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights Executive may have pursuant to applicable law, including continuation coverage required by Section 4980 of the Code. Notwithstanding any of the above, such welfare benefits shall be secondary to any similar welfare benefits provided by Executive's subsequent employer. 4.2 If by the Company other than for Cause or by Executive for Good Reason During the Imminent Change Period. If during the Imminent Change Period: (a) the Company terminates Executive's employment other than for Cause or Disability, or if Executive terminates employment for Good Reason, and (b) a Change of Control occurs within six (6) months of Executive's Termination Date, Executive shall receive the benefits provided in Section 4.1, above, as if such Termination of Employment occurred as of Effective Date reduced by any similar benefits actually paid to Executive on or after the Termination of Employment. Notwithstanding any of the provisions of this Section 4.2 to the contrary, if Executive shall have received on a date within one year preceding the Imminent Change Period an evaluation under the employee rating system then in effect upon the Agreement Date equal or less than level two (2) (or any similar rating under any subsequent employee rating system), and if Executive has a termination of employment during the Imminent Change Period, Executive shall be entitled to no benefits under this Agreement.

COMPANY'S OBLIGATIONS UPON A TERMINATION OF EMPLOYMENT. 4.1 If by Executive for Good Reason or by the Company Other Than for Cause or Disability. If, during the Post-Change Employment Period (or as provided in Section 4.2, below, during the Imminent Change Period), the Company terminates Executive's employment other than for Cause or Disability, or if Executive terminates employment for Good Reason, the Company's sole obligations to Executive under Articles II and IV shall be as follows: (a) The Company shall pay Executive, in addition to all vested rights arising from Executive's employment as specified in Article II, a lump-sum cash amount equal to the sum of the following: (i) all Accrued Obligations; (ii) Executive's Pro-rata Annual Bonus reduced (but not below zero) by the amount of any Annual Bonus paid to Executive with respect to the Company's fiscal year in which the Termination Date occurs; (iii) all amounts previously deferred by, or accrued to the benefit of, Executive under any defined contribution Non-Qualified Plans, whether vested or unvested, together with any accrued earnings thereon, to the extent that such amounts and earnings have not been previously paid by the Company (whether pursuant to Section 2.4 or otherwise); (iv) an amount equal to the number of years in the Severance Period times the sum of (A) Base Salary, (B) the greater of (I) Target Annual Bonus or (II) Historical Bonus and (C) Employer Defined Contribution Plan Contribution, each determined as of the Termination Date; provided, however, that any reduction in Executive's Base Salary or Target Annual Bonus that would qualify as Good Reason shall be disregarded for purposes of this clause; and (v) to the extent not paid pursuant to any other clause of this Section 4.1(a), an amount equal to the sum of the value of the unvested portion of Executive's accounts or accrued benefits under any unqualified or qualified plan (other than a defined benefit plan) maintained by the Company as of the Termination Date and forfeited by Executive by reason of the Termination of Employment. Such lump-sum amount shall be paid no more than thirty (30) days after the Termination Date. (b) The Company shall pay, in lieu of all previously-accrued benefits under all Non-Qualified Plans that are defined benefit plans, a lump-sum cash amount equal to the positive difference, if any, between: (i) the sum of the Lump-Sum Values of each Maximum Annuity that would be payable to Executive under any defined benefit Plan (whether or not qualified under Section 401(a)) if Executive had: (A) become fully vested in all such previously-unvested benefits, (B) accrued a number of years of service (for purposes of determining the amount of such benefits, entitlement to early retirement benefits, and all other purposes of such defined benefit plans) that is a number of years equal to the number of years of service actually accrued by Executive as of the Termination Date increased by the number of years in the Severance Period, and (C) received the lump-sum severance benefits specified in Section 4.1(a)(ii) and (iv) as covered compensation in equal monthly installments during the Severance Period, minus (ii) the sum of (x) the Lump-Sum Values of the Maximum Annuity benefits actually payable to Executive in the future under each defined benefit Plan that is qualified under Section 401(a) of the Code and (y) the aggregate amounts previously paid to Executive under the defined benefit Plans (whether or not qualified under Section 401(a) of the Code) described in clause (i) of this Section 4.1(b). Such lump-sum amount shall be paid no more than 30 days after a Termination Date. (c) Executive shall immediately become fully vested in, and may thereupon exercise in whole or in part, any and all of Executive's Stock Options then outstanding. All of Executive's Stock Options, including previously-vested Stock Options, shall remain exercisable until the last to occur of (x) the first anniversary of the Termination Date, (y) the expiration of any restrictions on Executive's right to sell the shares of stock issuable upon exercise of such Stock Options, which restrictions were imposed to permit a Reorganization Transaction to be accounted for on a pooling-of-interests basis, and (z) any period of greater duration provided in the applicable stock option agreement or stock option plan as then in effect, but in no event after the date on which such Stock Options would have expired if Executive had remained an employee of the Company. (d) Executive shall immediately become fully vested in all of Executive's Restricted Shares and deferred shares and the Company shall deliver within five (5) business days all of such shares theretofore held (or deferred) by or on behalf of the Company. (e) The Company shall pay all reasonable fees and costs charged by the outplacement firm selected by Executive to provide outplacement services to Executive or, at the election of Executive, shall pay to Executive within thirty (30) business days of its receipt of notice of Executive's election an amount equal to the reasonable fees and expenses such outplacement firm would charge. (f) Until a number of years subsequent to the Determination Date equal to the length of the Severance Period or such later date as any plan may specify, the Company shall continue to provide to Executive and Executive's family welfare benefits (including medical, prescription, dental, disability, salary continuance, individual life, group life, accidental death and travel accident insurance plans and programs) which are at least as favorable as the most favorable Plans of the Company applicable to other peer executives and their families as of the Termination Date, but which are in no event less favorable than the most favorable Plans of the Company applicable to other peer executives and their families during the 12-month period immediately before the Effective Date. The cost of such welfare benefits to Executive shall not exceed the cost of such benefits to Executive immediately before the Termination Date or, if less, the Effective Date. Executive's rights under this Section shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights Executive may have pursuant to applicable law, including continuation coverage required by Section 4980 of the Code. Notwithstanding any of the above, such welfare benefits shall be secondary to any similar welfare benefits provided by Executive's subsequent employer. 4.2 If by the Company other than for Cause or by Executive for Good Reason During the Imminent Change Period. If during the Imminent Change Period: (a) the Company terminates Executive's employment other than for Cause or Disability, or if Executive terminates employment for Good Reason, and (b) a Change of Control occurs within six (6) months of Executive's Termination Date, Executive shall receive the benefits provided in Section 4.1, above, as if such Termination of Employment occurred as of Effective Date reduced by any similar benefits actually paid to Executive on or after the Termination of Employment. Notwithstanding any of the provisions of this Section 4.2 to the contrary, if Executive shall have received on a date within one year preceding the Imminent Change Period an evaluation under the employee rating system then in effect upon the Agreement Date equal or less than level two (2) (or any similar rating under any subsequent employee rating system), and if Executive has a termination of employment during the Imminent Change Period, Executive shall be entitled to no benefits under this Agreement.

COMPANY'S OBLIGATIONS UPON A TERMINATION OF EMPLOYMENT. 4.1 If by Executive for Good Reason or by the Company Other Than for Cause or Disability. If, during the Post-Change Employment Period (or as provided in Section 4.2, below, during the Imminent Change Period), the Company terminates Executive's employment other than for Cause or Disability, or if Executive terminates employment for Good Reason, the Company's sole obligations to Executive under Articles II Sections 2.1 and IV 2.2 and this Article shall be as follows: (a) The Company shall pay Executive, in addition to all vested rights arising from Executive's employment as specified in Article II, a lump-sum cash amount equal to the sum of the following: (i) all Accrued Obligations; (ii) Executive's Pro-rata Annual Bonus reduced (but not below zero) by the amount of any Annual Bonus paid to Executive with respect to the Company's fiscal year in which the Termination Date occurs; (iii) Executive's Pro-rata LTIP Bonus reduced (but not below zero) by the amount of any LTIP Bonus paid to Executive with respect to the Company's fiscal year in which the Termination Date occurs; (iv) all amounts previously deferred by, or accrued to the benefit of, Executive under any defined contribution Non-Qualified Plans, whether vested or unvestednot vested, together with any accrued earnings thereon, to the extent that such amounts and earnings have not been previously paid by the Company (whether pursuant to Section 2.4 or otherwise); (ivv) an amount equal to the number of years in the Severance Period three (3.0) times the sum of (Ax) Base Salary, (By) the greater of (I) Target Annual Bonus or (II) Historical Bonus Bonus, and (Cz) Employer Defined Contribution Plan Contributionthe Annualized LTIP Bonus, each determined as of the Termination Date; provided, however, that any reduction in Executive's Base Salary or Salary, Target Annual Bonus or Annualized LTIP Bonus that would qualify as Good Reason shall be disregarded for purposes of this clausepurpose; and (vvi) to the extent not paid pursuant to any other clause (iv) of this Section 4.1(a), an amount equal to the sum of the value of the unvested portion of Executive's accounts or accrued benefits under any unqualified defined contribution Plan (whether or not qualified plan (other than a defined benefit planunder Section 401(a) of the Code) maintained by the Company as of the Termination Date and forfeited by Executive by reason of the Termination of Employment. Such lump-sum amount shall be paid no more than thirty (30) five business days after the Termination Date; provided, however, that such lump-sum amount shall be paid no more than 30 calendar days after a Termination Date that occurs during a Post-Merger of Equals Period. (b) The Company shall paypay Executive, in lieu of all previously-accrued benefits under all defined benefit Non-Qualified Plans that are defined benefit planshave accrued on or before the Termination Date but remain unpaid as of such date, a lump-sum cash amount equal to the positive difference, if any, between: (i) the sum of the Lump-Sum Values of each Maximum Annuity that would be payable to Executive under any defined benefit Plan (whether or not qualified under Section 401(a)) of the Code) if Executive had: (A1) become fully vested in all such previously-benefits to the extent that such benefits are unvested benefitsas of the Termination Date, (B2) attained as of the Termination Date an age that is three years greater than Executive's actual age, (3) accrued a number of years of service (for purposes of determining the amount of such benefits, entitlement to early retirement benefits, and all other purposes of such defined benefit plans) that is a number of three years equal to greater than the number of years of service actually accrued by Executive as of the Termination Date increased by the number of years in the Severance PeriodDate, and (C4) received the lump-sum severance benefits specified in Section 4.1(a)(ii4.1(a) (excluding all LTIP Bonuses and (ivany severance multiples thereof, and all amounts in respect of Stock Options or Restricted Shares, if any) as covered compensation in equal monthly installments during the Severance Period, minus (ii) the sum of (x) the Lump-Sum Values of the Maximum Annuity benefits actually vested and payable (whether currently or at some future date) to Executive in the future under each defined benefit Plan that is qualified under Section 401(a) of the Code and (y) the aggregate amounts simultaneously or previously paid (whether pursuant to Section 2.4 or otherwise) to Executive under the defined benefit Plans (whether or not qualified under Section 401(a) of the Code) described in clause (i) of this Section 4.1(b). Such lump-sum amount shall be paid no more than five business days after the Termination Date; provided, however, that such lump-sum amount shall be paid no more than 30 calendar days after a Termination DateDate that occurs during a Post-Merger of Equals Period. (ci) Executive On the Termination Date, all of Executive's unvested Stock Options then outstanding (whether granted before or after the Agreement Date) shall immediately become fully vested inand exercisable, and may thereupon exercise in whole or in part, any and (ii) all of Executive's Stock Options Restricted Shares then outstandingoutstanding shall immediately become fully vested and nonforfeitable. This Section 4.1(c) amends all award agreements dated as of any date before the Agreement Date. (d) All of Executive's then-outstanding Stock OptionsOptions that were granted after the Agreement Date, including previously-whether vested Stock Optionson or before the Termination Date, shall thereafter remain exercisable until the last to occur of (x) the first anniversary of the Termination Date, (y) the expiration of any restrictions on Executive's right to sell the shares of stock issuable upon the exercise of such Stock Options, which restrictions were imposed to permit a Reorganization Transaction to be accounted for on a pooling-of-interests basis, and (z) any period of greater duration provided in the applicable stock option agreement or stock option plan as then in effect, but in no event shall such period of exercisability continue after the date on which such Stock Options would have expired if Executive had remained an employee of the Company. (de) Executive shall immediately become fully vested in all of Within five business days after Executive's Restricted Shares and deferred shares and Termination Date, the Company shall deliver within five (5) business days to Executive certificates for all of such shares Restricted Shares theretofore held (or deferred) by or on behalf of the Company. (ef) The If the Termination Date shall occur during the Post-Merger of Equals Period, the Company shall pay on behalf of Executive all fees and costs charged by the outplacement firm selected by the Company to provide outplacement services to Executive. If the Termination Date shall occur at any other time during the Post-Change Period, the Company shall pay on behalf of Executive all reasonable fees and costs charged by the outplacement firm selected by Executive to provide outplacement services to Executive or, at the election of Executive, shall pay to Executive within thirty (30) five business days of its receipt of notice of Executive's election an amount equal to the reasonable fees and expenses such outplacement firm would charge. (fg) Until a number of years subsequent to the Determination Date equal to the length third anniversary of the Severance Period Termination Date or such later date as any plan Plan may specifyspecify (the "Severance Period"), the Company shall continue to provide to Executive and Executive's family welfare benefits (including medical, prescription, dental, disability, salary continuance, individual life, group life, accidental death and travel accident insurance plans and programs) which that are at least as favorable as as: (i) during a Post-Change Period other than Post-Merger of Equals Period, the most favorable Plans of the Company applicable to other peer executives and their families as of the Termination Date, but which are in no event less favorable than the most favorable Plans of the Company applicable to other peer executives and their families during the 1290-month day period immediately before the Effective Date; or (ii) during a Post-Merger of Equals Period, those in effect from time to time for other peer executives of the Company and their families, as applicable. The cost of such welfare benefits to Executive shall not exceed the cost of such benefits to Executive immediately before the Termination Date or, if less, the Effective Date, except that if the Termination Date occurs during a Post-Merger of Equals Period, such cost may only be any amount not in excess of the cost of such welfare benefits to peer executives of the Company as in effect from time to time. Executive's rights under this Section shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights Executive may have pursuant to applicable law, including continuation coverage required by Section 4980 of the Code. Notwithstanding any of the above, such welfare benefits shall be secondary to any similar welfare benefits provided by Executive's subsequent employer. 4.2 If by the Company other than for Cause or by Executive for Good Reason During the Imminent Change Period. If during the Imminent Change Period: (a) the Company terminates Executive's employment other than for Cause or Disability, or if Executive terminates employment for Good Reason, and (b) a Change of Control occurs within six (6) months of Executive's Termination Date, Executive shall receive the benefits provided in Section 4.1, above, as if such Termination of Employment occurred as of Effective Date reduced by any similar benefits actually paid to Executive on or after the Termination of Employment. Notwithstanding any of the provisions of this Section 4.2 to the contrary, if Executive shall have received on a date within one year preceding the Imminent Change Period an evaluation under the employee rating system then in effect upon the Agreement Date equal or less than level two (2) (or any similar rating under any subsequent employee rating system), and if Executive has a termination of employment during the Imminent Change Period, Executive shall be entitled to no benefits under this Agreement.

COMPANY'S OBLIGATIONS UPON A TERMINATION OF EMPLOYMENT. 4.1 If by Executive for Good Reason or by the Company Other Than for Cause or Disability. If, during the Post-Change Employment Period (or as provided in Section 4.2, below, during the Imminent Change Period), the Company terminates Executive's employment other than for Cause or Disability, or if Executive terminates employment for Good Reason, the Company's sole obligations to Executive under Articles II Sections 2.1 and IV 2.2 and this Article shall be as follows: (a) The Company shall pay Executive, in addition to all vested rights arising from Executive's employment as specified in Article II, a lump-sum cash amount equal to the sum of the following: (i) all Accrued Obligations; (ii) Executive's Pro-rata Annual Bonus reduced (but not below zero) by the amount of any Annual Bonus paid to Executive with respect to the Company's fiscal year in which the Termination Date occurs; (iii) Executive's Pro-rata LTIP Bonus reduced (but not below zero) by the amount of any LTIP Bonus paid to Executive with respect to the Company's fiscal year in which the Termination Date occurs; (iv) all amounts previously deferred by, or accrued to the benefit of, Executive under any defined contribution Non-Qualified Plans, whether vested or unvestednot vested, together with any accrued earnings thereon, to the extent that such amounts and earnings have not been previously paid by the Company (whether pursuant to Section 2.4 or otherwise); (ivv) an amount equal to the number of years in the Severance Period two (2.0) times the sum of (Ax) Base Salary, (By) the greater of (I) Target Annual Bonus or (II) Historical Bonus Bonus, and (Cz) Employer Defined Contribution Plan Contributionthe Annualized LTIP Bonus, each determined as of the Termination Date; provided, however, that any reduction in Executive's Base Salary or Salary, Target Annual Bonus or Annualized LTIP Bonus that would qualify as Good Reason shall be disregarded for purposes of this clausepurpose; and (vvi) to the extent not paid pursuant to any other clause (iv) of this Section 4.1(a), an amount equal to the sum of the value of the unvested portion of Executive's accounts or accrued benefits under any unqualified defined contribution Plan (whether or not qualified plan (other than a defined benefit planunder Section 401(a) of the Code) maintained by the Company as of the Termination Date and forfeited by Executive by reason of the Termination of Employment. Such lump-sum amount shall be paid no more than thirty (30) five business days after the Termination Date; provided, however, that such lump-sum amount shall be paid no more than 30 calendar days after a Termination Date that occurs during a Post-Merger of Equals Period. (b) The Company shall paypay Executive, in lieu of all previously-accrued benefits under all defined benefit Non-Qualified Plans that are defined benefit planshave accrued on or before the Termination Date but remain unpaid as of such date, a lump-sum cash amount equal to the positive difference, if any, between: (i) the sum of the Lump-Sum Values of each Maximum Annuity that would be payable to Executive under any defined benefit Plan (whether or not qualified under Section 401(a)) of the Code) if Executive had: (A1) become fully vested in all such previously-benefits to the extent that such benefits are unvested benefitsas of the Termination Date, (B2) attained as of the Termination Date an age that is two years greater than Executive's actual age, (3) accrued a number of years of service (for purposes of determining the amount of such benefits, entitlement to early retirement benefits, and all other purposes of such defined benefit plans) that is a number of two years equal to greater than the number of years of service actually accrued by Executive as of the Termination Date increased by the number of years in the Severance PeriodDate, and (C4) received the lump-sum severance benefits specified in Section 4.1(a)(ii4.1(a) (excluding all LTIP Bonuses and (ivany severance multiples thereof, and all amounts in respect of Stock Options or Restricted Shares, if any) as covered compensation in equal monthly installments during the Severance Period, minus (ii) the sum of (x) the Lump-Sum Values of the Maximum Annuity benefits actually vested and payable (whether currently or at some future date) to Executive in the future under each defined benefit Plan that is qualified under Section 401(a) of the Code and (y) the aggregate amounts simultaneously or previously paid (whether pursuant to Section 2.4 or otherwise) to Executive under the defined benefit Plans (whether or not qualified under Section 401(a) of the Code) described in clause (i) of this Section 4.1(b). Such lump-sum amount shall be paid no more than five business days after the Termination Date; provided, however, that such lump-sum amount shall be paid no more than 30 calendar days after a Termination DateDate that occurs during a Post-Merger of Equals Period. (ci) Executive On the Termination Date, all of Executive's unvested Stock Options then outstanding (whether granted before or after the Agreement Date) shall immediately become fully vested inand exercisable, and may thereupon exercise in whole or in part, any and (ii) all of Executive's Stock Options Restricted Shares then outstandingoutstanding shall immediately become fully vested and nonforfeitable. This Section amends all award agreements dated as of any date before the Agreement Date. Accordingly, all provisions of such award agreements relating to a change of control of the Company, including all grants of limited stock appreciation rights, are hereby cancelled effective as of the Agreement Date. (d) All of Executive's then-outstanding Stock OptionsOptions that were granted after the Agreement Date, including previously-whether vested Stock Optionson or before the Termination Date, shall thereafter remain exercisable until the last to occur of (x) the first anniversary of the Termination Date, (y) the expiration of any restrictions on Executive's right to sell the shares of stock issuable upon the exercise of such Stock Options, which restrictions were imposed to permit a Reorganization Transaction to be accounted for on a pooling-of-interests basis, and (z) any period of greater duration provided in the applicable stock option agreement or stock option plan as then in effect, but in no event shall such period of exercisability continue after the date on which such Stock Options would have expired if Executive had remained an employee of the Company. (de) Executive shall immediately become fully vested in all of Within five business days after Executive's Restricted Shares and deferred shares and Termination Date, the Company shall deliver within five (5) business days to Executive certificates for all of such shares Restricted Shares theretofore held (or deferred) by or on behalf of the Company. (ef) The If the Termination Date shall occur during the Post-Merger of Equals Period, the Company shall pay on behalf of Executive all fees and costs charged by the outplacement firm selected by the Company to provide outplacement services to Executive. If the Termination Date shall occur at any other time during the Post-Change Period, the Company shall pay on behalf of Executive all reasonable fees and costs charged by the outplacement firm selected by Executive to provide outplacement services to Executive or, at the election of Executive, shall pay to Executive within thirty (30) five business days of its receipt of notice of Executive's election an amount equal to the reasonable fees and expenses such outplacement firm would charge. (fg) Until a number of years subsequent to the Determination Date equal to the length second anniversary of the Severance Period Termination Date or such later date as any plan Plan may specifyspecify (the "Severance Period"), the Company shall continue to provide to Executive and Executive's family welfare benefits (including medical, prescription, dental, disability, salary continuance, individual life, group life, accidental death and travel accident insurance plans and programs) which that are at least as favorable as as: (i) during a Post-Change Period other than Post-Merger of Equals Period, the most favorable Plans of the Company applicable to other peer executives and their families as of the Termination Date, but which are in no event less favorable than the most favorable Plans of the Company applicable to other peer executives and their families during the 1290-month day period immediately before the Effective Date; or (ii) during a Post-Merger of Equals Period, those in effect from time to time for other peer executives of the Company and their families, as applicable. The cost of such welfare benefits to Executive shall not exceed the cost of such benefits to Executive immediately before the Termination Date or, if less, the Effective Date, except that if the Termination Date occurs during a Post-Merger of Equals Period, such cost may only be any amount not in excess of the cost of such welfare benefits to peer executives of the Company as in effect from time to time. Executive's rights under this Section shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights Executive may have pursuant to applicable law, including continuation coverage required by Section 4980 of the Code. Notwithstanding any of the above, such welfare benefits shall be secondary to any similar welfare benefits provided by Executive's subsequent employer. 4.2 If by the Company other than for Cause or by Executive for Good Reason During the Imminent Change Period. If during the Imminent Change Period: (a) the Company terminates Executive's employment other than for Cause or Disability, or if Executive terminates employment for Good Reason, and (b) a Change of Control occurs within six (6) months of Executive's Termination Date, Executive shall receive the benefits provided in Section 4.1, above, as if such Termination of Employment occurred as of Effective Date reduced by any similar benefits actually paid to Executive on or after the Termination of Employment. Notwithstanding any of the provisions of this Section 4.2 to the contrary, if Executive shall have received on a date within one year preceding the Imminent Change Period an evaluation under the employee rating system then in effect upon the Agreement Date equal or less than level two (2) (or any similar rating under any subsequent employee rating system), and if Executive has a termination of employment during the Imminent Change Period, Executive shall be entitled to no benefits under this Agreement.

COMPANY'S OBLIGATIONS UPON A TERMINATION OF EMPLOYMENT. 4.1 If by Executive for Good Reason or by the Company Other Than for Cause or Disability. If, during the Post-Change Employment Period (or as provided in Section 4.2, below, during the Imminent Change Period), the Company terminates Executive's ’s employment other than for Cause or Disability, or if Executive terminates employment for Good Reason, the Company's ’s sole obligations to Executive under Articles II Sections 2.1 and IV 2.2 and this Article shall be as follows: (a) The Company shall pay Executive, in addition to all vested rights arising from Executive's ’s employment as specified in Article II, a lump-sum cash amount equal to the sum of the following: (i) all Accrued Obligations; (ii) Executive's ’s Pro-rata Annual Bonus reduced (but not below zero) by the amount of any Annual Bonus paid to Executive with respect to the Company's ’s fiscal year in which the Termination Date occurs; (iii) Executive’s Pro-rata LTIP Bonus reduced (but not below zero) by the amount of any LTIP Bonus paid to Executive with respect to the Company’s fiscal year in which the Termination Date occurs; (iv) all amounts previously deferred by, or accrued to the benefit of, Executive under any defined contribution Non-Qualified Plans, whether vested or unvestednot vested, together with any accrued earnings thereon, to the extent that such amounts and earnings have not been previously paid by the Company (whether pursuant to Section 2.4 or otherwise); (ivv) an amount equal to the number of years in the Severance Period three (3.0) times the sum of (Ay) Base Salary, and (Bz) the greater of (I) Target Annual Bonus or (II) Historical Bonus and (C) Employer Defined Contribution Plan ContributionBonus, each determined as of the Termination Date; provided, however, that any reduction in Executive's ’s Base Salary or Target Annual Bonus that would qualify as Good Reason shall be disregarded for purposes of this clausepurpose; and (vvi) to the extent not paid pursuant to any other clause (iv) of this Section 4.1(a), an amount equal to the sum of the value of the unvested portion of Executive's ’s accounts or accrued benefits under any unqualified defined contribution Plan (whether or not qualified plan (other than a defined benefit planunder Section 401(a) of the Code) maintained by the Company as of the Termination Date and forfeited by Executive by reason of the Termination of Employment. Such lump-sum amount shall be paid no more than thirty (30) five business days after the date of Termination Dateof Employment. (b) The Company shall paypay Executive, in lieu of all previously-accrued benefits under all defined benefit Non-Qualified Plans that are defined benefit planshave accrued on or before the Termination Date but remain unpaid as of such date, a lump-sum cash amount equal to the positive difference, if any, between: (i) the sum of the Lump-Sum Values of each Maximum Annuity that would be payable to Executive under any defined benefit Plan (whether or not qualified under Section 401(a)) of the Code) if Executive had: (A1) become fully vested in all such previously-benefits to the extent that such benefits are unvested benefitsas of the Termination Date, (B2) attained as of the Termination Date an age that is three years greater than Executive’s actual age, (3) accrued a number of years of service (for purposes of determining the amount of such benefits, entitlement to early retirement benefits, and all other purposes of such defined benefit plans) that is a number of three years equal to greater than the number of years of service actually accrued by Executive as of the Termination Date increased by the number of years in the Severance PeriodDate, and (C4) received the lump-sum severance benefits specified in Section 4.1(a)(ii4.1(a) (excluding all LTIP Bonuses, and (ivall amounts in respect of Stock Options or Restricted Shares, if any) as covered compensation in equal monthly installments during the Severance Periodthree year period following Termination of Employment, minus (ii) the sum of (x) the Lump-Sum Values of the Maximum Annuity benefits actually vested and payable (whether currently or at some future date) to Executive in the future under each defined benefit Plan that is qualified under Section 401(a) of the Code and (y) the aggregate amounts simultaneously or previously paid (whether pursuant to Section 2.4 or otherwise) to Executive under the defined benefit Plans (whether or not qualified under Section 401(a) of the Code) described in clause (i) of this Section 4.1(b). Such lump-sum amount shall be paid no more than 30 five business days after a the date of Termination Dateof Employment. (ci) Executive On the date of Termination of Employment, all of Executive’s unvested Stock Options then outstanding (whether granted before or after the Agreement Date) shall immediately become fully vested inand exercisable, and may thereupon exercise in whole or in part, any and (ii) all of Executive's Stock Options ’s Restricted Shares then outstandingoutstanding shall immediately become fully vested and nonforfeitable. This Section 4.1(c) amends all award agreements dated as of any date before the Agreement Date. (d) All of Executive's ’s then-outstanding Stock OptionsOptions that were granted after the Agreement Date, including previously-whether vested Stock Optionson or before the date of Termination of Employment, shall thereafter remain exercisable until the last to occur of (x) the first anniversary of the date of Termination Dateof Employment, and (y) the expiration of any restrictions on Executive's right to sell the shares of stock issuable upon exercise of such Stock Options, which restrictions were imposed to permit a Reorganization Transaction to be accounted for on a pooling-of-interests basis, and (z) any period of greater duration provided in the applicable stock option agreement or stock option plan as then in effect, but in no event shall such period of exercisability continue after the earlier of (i) the date on which such Stock Options would have expired if Executive had remained an employee of the Company, or (ii) the tenth anniversary of the original date of the Stock Option grant. (de) Executive shall immediately become fully vested in all Within five business days after date of Executive's Restricted Shares and deferred shares and ’s Termination of Employment, the Company shall deliver within five (5) business days to Executive certificates for all of such shares Restricted Shares theretofore held (or deferred) by or on behalf of the Company. (ef) The Company shall pay on behalf of Executive all reasonable fees and costs charged by the outplacement firm selected by Executive to provide outplacement services to Executive or, at that are incurred no later than the election end of Executive, shall pay to Executive within thirty (30) business days the second year following the year in which the Termination of its receipt of notice of Executive's election an amount equal to the reasonable fees and expenses such outplacement firm would chargeEmployment occurs. (fg) Until During the period of time which Executive would be entitled to continuation coverage under a number of years subsequent to the Determination Date equal to the length Company-sponsored group health plan under Section 4980 of the Severance Period Code or such later date as any plan Plan may specify, the Company shall continue to provide make available to Executive and Executive's ’s family welfare benefits (including medical, prescription, dental, disability, salary continuance, individual life, group life, accidental death and travel accident insurance plans and programs) which that are at least as favorable as the most favorable Plans of the Company applicable to other peer executives and their families as of the Termination Date, but which are in no event less favorable than the most favorable Plans of the Company applicable to other peer executives and their families during the 1290-month day period immediately before the Effective Date. The cost of such welfare benefits benefits, including continuation coverage required by Section 4980 of the Code (“COBRA”), to Executive shall not exceed the cost of such benefits to Executive immediately before the Termination Date or, if less, the Effective Date. Executive's ’s rights under this Section shall be in addition to, and not in lieu of, co-extensive with any post-termination continuation coverage or conversion rights Executive may have pursuant to applicable law, including COBRA,. Accordingly, in order to receive this coverage, Executive shall timely elect continuation coverage required by Section 4980 of the Codeunder COBRA for Executive and Executive’s covered dependents. Notwithstanding any of the above, such welfare benefits shall be secondary to any similar welfare benefits provided by Executive's ’s subsequent employer. 4.2 If by the Company other than for Cause or by Executive for Good Reason During the Imminent Change Period. If during the Imminent Change Period: (a) the Company terminates Executive's employment other than for Cause or Disability, or if Executive terminates employment for Good Reason, and (b) a Change of Control occurs within six (6) months of Executive's Termination Date, Executive shall receive the benefits employer as provided in Section 4.1, above, as if such Termination of Employment occurred as of Effective Date reduced by any similar benefits actually paid to Executive on or after the Termination of Employment. Notwithstanding any of the provisions of this Section 4.2 to the contrary, if Executive shall have received on a date within one year preceding the Imminent Change Period an evaluation under the employee rating system then in effect upon the Agreement Date equal or less than level two (2) (or any similar rating under any subsequent employee rating system), and if Executive has a termination of employment during the Imminent Change Period, Executive shall be entitled to no benefits under this AgreementPlans.

COMPANY'S OBLIGATIONS UPON A TERMINATION OF EMPLOYMENT. 4.1 If by Executive for Good Reason or by the Company Other Than for Cause or Disability. If, during the Post-Change Employment Period (or as provided in Section 4.2, below, during the Imminent Change Period), the Company terminates Executive's ’s employment other than for Cause or Disability, or if Executive terminates employment for Good Reason, the Company's ’s sole obligations to Executive under Articles II and IV shall be as follows: (a) The Company shall pay Executive, in addition to all vested rights arising from Executive's ’s employment as specified in Article II, a lump-sum cash amount equal to the sum of the following: (i) all Accrued Obligations; (ii) Executive's ’s Pro-rata Annual Bonus reduced (but not below zero) by the amount of any Annual Bonus paid to Executive with respect to the Company's ’s fiscal year in which the Termination Date occurs; (iii) all amounts previously deferred by, or accrued to the benefit of, Executive under any defined contribution Non-Qualified Plans, whether vested or unvested, together with any accrued earnings thereon, to the extent that such amounts and earnings have not been previously paid by the Company (whether pursuant to Section 2.4 or otherwise); (iv) an amount equal to the number of years in the Severance Period times the sum of (A) Base Salary, (B) the greater of (I) Target Annual Bonus or (II) Historical Bonus and (C) Employer Defined Contribution Plan Contribution, each determined as of the Termination Date; provided, however, that any reduction in Executive's ’s Base Salary or Target Annual Bonus that would qualify as Good Reason shall be disregarded for purposes of this clause; and (v) to the extent not paid pursuant to any other clause of this Section 4.1(a), an amount equal to the sum of the value of the unvested portion of Executive's ’s accounts or accrued benefits under any unqualified or qualified plan (other than a defined benefit plan) maintained by the Company as of the Termination Date and forfeited by Executive by reason of the Termination of Employment. Such lump-sum amount shall be paid no more than thirty (30) days after the Termination Date. (b) The Company shall pay, in lieu of all previously-accrued benefits under all Non-Qualified Plans that are defined benefit plans, a lump-sum cash amount equal to the positive difference, if any, between: (i) the sum of the Lump-Sum Values of each Maximum Annuity that would be payable to Executive under any defined benefit Plan (whether or not qualified under Section 401(a)) if Executive had: (A) become fully vested in all such previously-unvested benefits, (B) accrued a number of years of service (for purposes of determining the amount of such benefits, entitlement to early retirement benefits, and all other purposes of such defined benefit plans) that is a number of years equal to the number of years of service actually accrued by Executive as of the Termination Date increased by the number of years in the Severance Period, and (C) received the lump-sum severance benefits specified in Section 4.1(a)(ii) and (iv) as covered compensation in equal monthly installments during the Severance Period, minus (ii) the sum of (x) the Lump-Sum Values of the Maximum Annuity benefits actually payable to Executive in the future under each defined benefit Plan that is qualified under Section 401(a) of the Code and (y) the aggregate amounts previously paid to Executive under the defined benefit Plans (whether or not qualified under Section 401(a) of the Code) described in clause (i) of this Section 4.1(b). Such lump-sum amount shall be paid no more than 30 days after a Termination Date. (c) Executive shall immediately become fully vested in, and may thereupon exercise in whole or in part, any and all of Executive's ’s Stock Options then outstanding. All of Executive's ’s Stock Options, including previously-vested Stock Options, shall remain exercisable until the last to occur of (x) the first anniversary of the Termination Date, (y) the expiration of any restrictions on Executive's ’s right to sell the shares of stock issuable upon exercise of such Stock Options, which restrictions were imposed to permit a Reorganization Transaction to be accounted for on a pooling-of-interests basis, and (z) any period of greater duration provided in the applicable stock option agreement or stock option plan as then in effect, but in no event after the date on which such Stock Options would have expired if Executive had remained an employee of the Company. (d) Executive shall immediately become fully vested in all of Executive's ’s Restricted Shares and deferred shares and the Company shall deliver within five (5) business days all of such shares theretofore held (or deferred) by or on behalf of the Company. (e) The Company shall pay all reasonable fees and costs charged by the outplacement firm selected by Executive to provide outplacement services to Executive or, at the election of Executive, shall pay to Executive within thirty (30) business days of its receipt of notice of Executive's ’s election an amount equal to the reasonable fees and expenses such outplacement firm would charge. (f) Until a number of years subsequent to the Determination Date equal to the length of the Severance Period or such later date as any plan may specify, the Company shall continue to provide to Executive and Executive's ’s family welfare benefits (including medical, prescription, dental, disability, salary continuance, individual life, group life, accidental death and travel accident insurance plans and programs) which are at least as favorable as the most favorable Plans of the Company applicable to other peer executives and their families as of the Termination Date, but which are in no event less favorable than the most favorable Plans of the Company applicable to other peer executives and their families during the 12-month period immediately before the Effective Date. The cost of such welfare benefits to Executive shall not exceed the cost of such benefits to Executive immediately before the Termination Date or, if less, the Effective Date. Executive's ’s rights under this Section shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights Executive may have pursuant to applicable law, including continuation coverage required by Section 4980 of the Code. Notwithstanding any of the above, such welfare benefits shall be secondary to any similar welfare benefits provided by Executive's ’s subsequent employer. 4.2 If by the Company other than for Cause or by Executive for Good Reason During the Imminent Change Period. If during the Imminent Change Period: (a) the Company terminates Executive's ’s employment other than for Cause or Disability, or if Executive terminates employment for Good Reason, and (b) a Change of Control occurs within six (6) months of Executive's ’s Termination Date, Executive shall receive the benefits provided in Section 4.1, above, as if such Termination of Employment occurred as of Effective Date reduced by any similar benefits actually paid to Executive on or after the Termination of Employment. Notwithstanding any of the provisions of this Section 4.2 to the contrary, if Executive shall have received on a date within one year preceding the Imminent Change Period an evaluation under the employee rating system then in effect upon the Agreement Date equal or less than level two (2) (or any similar rating under any subsequent employee rating system), and if Executive has a termination of employment during the Imminent Change Period, Executive shall be entitled to no benefits under this Agreement.