Common use of Compensation During Disability or Upon Termination Clause in Contracts

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of the Company, you shall fail to perform your duties hereunder as a result of incapacity due to Disability, you shall continue to receive your full base salary twice a month at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Control of the Company, your employment shall be terminated for Cause, the Company shall pay you for your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you under this Agreement. (iii) If, within two years after a Change in Control of the Company, the Company shall terminate your employment, other than pursuant to Paragraph 3(i) or 3(ii) hereof or by reason of death, or if you shall terminate your employment for Good Reason: (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 days following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent no previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of during the CompanyProtected Period, you shall fail Employee fails to perform your Employee's normal duties hereunder as a result of incapacity due to Disabilityphysical or mental illness, you Employee shall continue during the period of such disability to receive your Employee's full base salary twice a month at the rate then in effect Base Salary and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue awards, deferred and to be paid nondeferred, payable during such period until your employment is terminated (and, if under the Company maintains a Long Term Disability Bonus Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject less any amounts paid to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment Employee during such period of Disability in the amount equal disability pursuant to the product of Company's short term disability or sick-leave program(s) until Employee's employment is terminated or such Disability ends. This Section 4 (ai) the amount awarded shall not reduce or impair Employee's rights to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) terminate employment for a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was madeGood Reason as otherwise provided herein. (ii) If, after a Change in Control of during the CompanyProtected Period, your Employee's employment shall be terminated (x) by the Company for Cause, (y) by Employee's death, or (z) by Employee other than for a Good Reason, the Company shall pay you for your full base salary Employee's earned but unpaid Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you Employee under this Agreement. (iii) If, within two years after during the Protected Period, (1) the Company shall terminate Employee other than for Cause or Disability or (2) Employee shall terminate Employee's employment for a Change in Control of the CompanyGood Reason, the Company shall terminate your employmentpay to Employee, other than pursuant to Paragraph 3(i) by certified or 3(ii) hereof bank cashier's check or by reason of death, or if you shall terminate your employment for Good Reason: (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 wire transfer within five business days following after the Date of Termination, the following amounts: an amount equal to: (xA) three times the sum of Employee's Base Salary and Bonus Amount; plus (AB) your that portion of Employee's Base Salary earned, and vacation pay vested for the prior year and accrued but unpaid base salary through for the current year to the Date of Termination, but not paid or used, and all other amounts previously deferred by Employee or earned but not paid as of such date under all Company bonus or pay plans or programs. (iv) If any payment due under the terms of this Agreement is not timely made or otherwise withheld by the Company, its successors or assigns, interest shall accrue on such payment at the highest maximum legal rate permissible under applicable law from the date such payment first became due through the date of payment thereof. (v) In the event that any payment or benefit received or to be received by Employee pursuant to the terms of this Agreement or any other plan, arrangement or agreement with (A) the Company, (B) any Person whose actions result in a "change in control" (for purposes of Section 280G of the product Internal Revenue Code (the "Code")) or (C) any Person affiliated with the Company or such Person) (all such payments and benefits being hereinafter called "Total Payments") would be subject to the excise tax imposed under Section 280G of the Code, the Company shall pay to Employee such additional amount (xthe "Gross-Up Payment") such that the greater net amount retained by Employee, after deduction of your any excise tax imposed under Section 4999 of the Code (the "Excise Tax") on the Total Payments and all federal, state and local taxes, including the Excise Tax, upon the Gross-Up Payment, shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay federal income tax at the highest annual bonus earned marginal rate of federal income taxation in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal calendar year in which the Date Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of Termination occurs, and (y) a fraction, the numerator of which is the number of days taxation in the then current fiscal year through state and locality of Employee's residence on the Date date on which the Gross-Up Payment is calculated for purposes of Terminationthis subparagraph. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, and Employee shall repay to the denominator of which is 365 and (C) Company, at the time that the amount of any compensation previously deferred such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment being repaid by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case Employee to the extent no previously paid (that such repayment results in a reduction in Excise Tax and/or a federal, state or local income tax deduction) plus interest on the sum amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the amounts described in clauses Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (Aincluding by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (B)plus any interest, and (Cpenalties or additions payable by Employee with respect to such excess) shall be hereinafter referred to as at the "Accrued Obligations"); and (y) time that the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months preceding the Date of Termination such excess if finally determined. Employee and the greater Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of your highest annual bonus earned liability for Excise Tax with respect to the Total Payments. The parties intend that the Gross-Up Payment be determined in the two a manner that is most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occursfavorable to Employee.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of during the CompanyProtected Period, you shall fail Employee fails to perform your Employee’s normal duties hereunder as a result of incapacity due to Disabilityphysical or mental illness, you Employee shall continue during the period of such disability to receive your Employee’s full base salary twice a month at the rate then in effect Base Salary and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue awards, deferred and to be paid nondeferred, payable during such period until your employment is terminated (and, if under the Company maintains a Long Term Disability Bonus Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject less any amounts paid to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment Employee during such period of Disability in the amount equal disability pursuant to the product of (aCompany’s short term disability or sick-leave program(s) the amount awarded until Employee’s employment is terminated or such Disability ends. This Section 4(i) shall not reduce or impair Employee’s rights to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) terminate employment for a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was madeGood Reason as otherwise provided herein. (ii) If, after a Change in Control of during the CompanyProtected Period, your Employee’s employment shall be terminated (x) by the Company for Cause, (y) by Employee’s death, or (z) by Employee other than for a Good Reason, the Company shall pay you for your full base salary Employee’s earned but unpaid Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you Employee under this Agreement. (iii) If, within two years after during the Protected Period, (1) the Company shall terminate Employee other than for Cause or Disability or (2) Employee shall terminate Employee’s employment for a Change in Control of the CompanyGood Reason, the Company shall terminate your employmentpay to Employee, other than pursuant to Paragraph 3(i) by certified or 3(ii) hereof bank cashier’s check or by reason of death, or if you shall terminate your employment for Good Reason: (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 wire transfer within five business days following after the Date of Termination, the following amounts: an amount equal to: (xA) three times the sum of Employee’s Base Salary and Bonus Amount; plus (AB) your that portion of Employee’s Base Salary earned, and vacation pay vested for the prior year and accrued but unpaid base salary through for the current year to the Date of Termination, but not paid or used, and all other amounts previously deferred by Employee or earned but not paid as of such date under all Company bonus or pay plans or programs. (iv) If any payment due under the terms of this Agreement is not timely made or otherwise withheld by the Company, its successors or assigns, interest shall accrue on such payment at the highest maximum legal rate permissible under applicable law from the date such payment first became due through the date of payment thereof. (v) In the event that any payment or benefit received or to be received by Employee pursuant to the terms of this Agreement or any other plan, arrangement or agreement with (A) the Company, (B) any Person whose actions result in a “change in control” (for purposes of Section 280G of the product Internal Revenue Code (the “Code”)) or (C) any Person affiliated with the Company or such Person) (all such payments and benefits being hereinafter called “Total Payments”) would be subject to the excise tax imposed under Section 280G of the Code, the Company shall pay to Employee such additional amount (xthe “Gross-Up Payment”) such that the greater net amount retained by Employee, after deduction of your any excise tax imposed under Section 4999 of the Code (the “Excise Tax”) on the Total Payments and all federal, state and local taxes, including the Excise Tax, upon the Gross-Up Payment, shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay federal income tax at the highest annual bonus earned marginal rate of federal income taxation in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal calendar year in which the Date Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of Termination occurs, and (y) a fraction, the numerator of which is the number of days taxation in the then current fiscal year through state and locality of Employee’s residence on the Date date on which the Gross-Up Payment is calculated for purposes of Terminationthis subparagraph. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, and Employee shall repay to the denominator of which is 365 and (C) Company, at the time that the amount of any compensation previously deferred such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment being repaid by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case Employee to the extent no previously paid (that such repayment results in a reduction in Excise Tax and/or a federal, state or local income tax deduction) plus interest on the sum amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the amounts described in clauses Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (Aincluding by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (B)plus any interest, and (Cpenalties or additions payable by Employee with respect to such excess) shall be hereinafter referred to as at the "Accrued Obligations"); and (y) time that the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months preceding the Date of Termination such excess if finally determined. Employee and the greater Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of your highest annual bonus earned liability for Excise Tax with respect to the Total Payments. The parties intend that the Gross-Up Payment be determined in the two a manner that is most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occursfavorable to Employee.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of the Company, you shall fail to perform your duties hereunder as a result of incapacity due to Disability, you shall continue to receive your full base salary twice a month at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Control of the Company, your employment shall be terminated for Cause, the Company shall pay you for your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you under this Agreement. (iii) If, within two years after a Change in Control of the Company, the Company shall terminate your employment, other than pursuant to Paragraph 3(i) or 3(ii) hereof or by reason of death, or if you shall terminate your employment for Good Reason:. (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 days on the fifth day following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of TerminationTermination at the rate in effect at the time Notice of Termination is given, plus an amount equal to the amount, if any, of any incentive compensation awards which have not been paid but which have been earned by you under the Executive/Senior Management Variable Compensation Plan or any successor plan (Bincluding awards which have been deferred, except to the extent such awards have been transferred, prior to a Change in Control of the Company, by the Company to a trustee in an irrevocable trust) it being understood that you shall have earned in each year for which an award shall be payable an amount equal to the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (Ca) the amount of awarded you under such Plan or any compensation previously deferred successor plan during the period most recently ended, multiplied by you (together with any accrued interest or earnings thereonb) and any accrued vacation pay, in each case to the extent no previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations")Partial Service Fraction; and (y) the an amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months twelve (12) month period immediately preceding the Date of Termination and plus two times the greater amount of your the highest annual bonus earned in award to you under the two most recent full fiscal years preceding Executive/Senior Management Variable Compensation Plan or any successor plan during the twenty-four (24) month period ended on the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occursTermination.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of If during the Company, you shall fail Termination Period Employee fails to perform your Employee's normal duties hereunder as a result of incapacity due to Disabilityphysical or mental illness, you Employee shall continue during the period of disability to receive your Employee's full base salary twice a month at the rate then in effect Base Salary and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue awards, deferred and to be paid during such period until your employment is terminated (andnondeferred, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment payable during such period of Disability in disability under the amount equal Bonus Plan, less any amounts paid to Employee during such period of disability pursuant to the product of (aCompany's disability or sick-leave program(s) the amount awarded until Employee's employment is terminated for Disability pursuant to you under such Plan Section 3(i) hereof. This Section 4(i) shall not reduce or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended impair Employee's rights to terminate his employment for which an award was madeGood Reason as otherwise provided herein. (ii) If, after a Change in Control of If during the Company, your Termination Period Employee's employment shall be terminated for Cause, the Company shall pay you for your full base salary Employee's earned but unpaid Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you Employee under this Agreement. (iii) If, within two years after a Change in Control of If during the Company, Termination Period the Company shall terminate your employment, Employee other than pursuant to Paragraph Section 3(i) or 3(ii) hereof or by reason of deathhereof, or if you during the Termination Period Employee shall terminate your Employee's employment for Good Reason, then the Company shall pay to Employee, by certified or bank cashier's check, the amounts (and at the time or times) specified in subparagraphs A through C below and shall provide Employee the continued welfare benefits as provided in subparagraph D below: (A) The Company shall pay you as severance pay (and without regard to beginning with the provisions first of any benefit plan) in a lump sum in cash no more than 30 days the month coincident with or next following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target continuing for each month (or part thereof) during the Termination Period or until Employee's death, if earlier, (the "Employment Period") an amount equal to 1/12th of Employee's Base Salary, reduced by the amount(s), if any, of monthly base salary paid to Employee by another employer for that month or net earnings from self-employment received by Employee that month; (B) within 15 business days of (1) the close of each annual bonus award period under the Bonus Plan (at a payout factor for purposes of one) this subparagraph (B), the Bonus Plan, if in existence on the date of the change in control of the Company, shall be deemed to have been continued for the fiscal year entire Employment Period, regardless of whether it is terminated following such change in which control) ending coincident with or subsequent to the Date of Termination occursand prior to or coincident with the end of the Employment Period, an amount equal to the Bonus Amount and (y2) the end of the Employment Period, if the end of the Employment Period does not coincide with the end of an annual bonus period, an amount equal to the product of the Bonus Amount and a fraction, fraction the numerator of which is the number of days in from the then current fiscal year through end of the Date of Termination, immediately preceding annual bonus period and the denominator of which is 365 and 365, reduced by the amount of bonus paid to Employee for such bonus period(s) by another employer; (C) within 15 business day after the Date of Termination, an amount equal to that portion of any compensation Employee's Base Salary earned, and vacation pay vested for the prior year and accrued for the current year, to the Date of Termination but not paid, and all other amounts previously deferred by you (together with any accrued interest Employee or earnings thereon) and any accrued vacation pay, in each case to the extent no previously earned but not paid (the sum as of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations")such date under all Company bonus or pay plans or programs; and (yD) the amount equal Company shall maintain in full force and effect for the continued benefit of Employee and his dependents for the Employment Period all group life, accidental death and dismemberment, long-term disability and health benefits available to one Employee and a half (1.5) times (orhis dependents by virtue of being an employee of the Company as of the Date of Termination, provided that Employee's continued participation is possible under the general terms and provisions of such plans and programs, and provided further that Employee pays the regular active employee contribution, if any, required by such programs. In the event that participation by Employee in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months preceding any such plan or program after the Date of Termination is barred pursuant to the terms thereof, the Company shall obtain comparable coverage under individual insurance policies with Employee paying an amount of the premium not greater than that which he would have been required to pay under the Company's group program. At the end of the Employment Period, the Company shall arrange to make available to Employee and his dependents comparable insurance coverage by taking all action necessary to enable Employee to convert his coverage under the greater group plans or programs to an individual insurance policy for the benefit of your highest annual bonus earned in Employee and his dependents, or to assume any individual insurance policies, with Employee paying the two most recent full fiscal years preceding premiums after the end of the Employment Period (or, with respect to any group health plan under which Employee has elected COBRA continuation coverage, if later, after the end of such COBRA continuation period); provided, however, if Employee retires on the Date of Termination Termination, Employee's participation shall continue in such group plans and your target bonus award (at a payout factor of one) programs to the extent such group plans and programs provide benefits for retirees. In the fiscal year in which event Employee becomes covered by another employer's group plan or programs during the Date of Termination occursEmployment Period, the Company's plans or programs shall be liable for benefits only to the extent such benefits are not covered by the subsequent employer's plans or programs.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of 6.1 During any period that the Company, you shall fail Executive fails to perform your his duties hereunder as a result of incapacity due to Disabilityphysical or mental illness, you the Executive shall continue to receive your his full base salary twice a month at the rate then in effect and any awards under Base Salary until the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such period until your 's employment is terminated (andpursuant to Section 5.2(a) hereof, if or until the Executive terminates his employment pursuant to Section 5.1(c) hereof, whichever occurs first. 6.2 In the event that the Executive's employment hereunder is terminated by the Company maintains a Long Term Disability Planby reason of the Executive's disability, you then, upon such termination, the Company shall pay to the Executive, in addition to any amounts of Base Salary accrued but unpaid, an amount equal to one-half of his annual Base Salary, which payment shall be eligible for coverage thereunder made, at the option of the Executive, either in accordance with one (1) lump sum or over a six (6) month period in six (6) equal monthly installments. 6.3 In the terms thereof and subject event that the Executive's employment hereunder shall be terminated by reason of his death, then the Company shall pay to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, howeverExecutive's estate, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or addition to any successor plan in respect amounts of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the Base Salary accrued but unpaid, an amount equal to the product Executive's annual Base Salary, which payment shall be made, at the option of the executor of the estate of the Executive, either in one (a1) the amount awarded to you under such Plan lump sum or any successor plan during the over a one (1) year period most recently ended, multiplied by in twelve (b12) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was madeequal monthly installments. (ii) If, after a Change in Control of 6.4 In the Company, your event that the Executive's employment shall be terminated for Causeany reason other than his death or disability (including for "cause", as defined in Section 5.2(b) hereof) the Company shall pay the Executive his full Base Salary through the Date of Termination, plus the amount, if any, of any bonus for a prior year which has not yet been awarded or paid to the Executive under any deferred compensation plan. 6.5 In the event that the Executive's employment hereunder shall be terminated for any reason other than as provided in Section 5.1 or Section 5.2 hereof, then, in any such event, the Company shall pay you for your the Executive (as liquidated damages without any obligation to mitigate by the Executive) an amount (the "Severance Amount") equal to the sum of (i) any amount of Base Salary accrued but unpaid, (ii) the full base salary through Base Salary which would have been payable during the Date remainder of Termination at the rate in effect at the time Notice term of Termination is given this Agreement and the Company shall have no further obligations to you under this Agreement. (iii) Ifany bonus for a prior year which has not yet been awarded or paid to the Executive under any deferred compensation plan. The Severance Amount shall be paid to the Executive, within two years after at his option, either in one (1) lump sum or over a Change one (1) year period in Control twelve (12) equal monthly installments. The Company agrees upon the Executive's demand to pay, or to reimburse the Executive for, all of the CompanyExecutive's legal, valuation, investigative and other related expenses and for all out-of-pocket costs and expenses of every type and nature incurred by the Company shall terminate your employment, other than pursuant to Paragraph 3(iExecutive in connection with the Executive's enforcement of his rights under this Section 6.5 and the collection of the Severance Amount. 6.6 For a period of one (1) or 3(ii) hereof or by reason of death, or if you shall terminate your employment for Good Reason: (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 days following year from the Date of Termination, the following amounts: Company shall maintain in full force and effect, for the Executive's (xand, where applicable, his dependents) continued benefit all life insurance, medical, health, dental and accident, and disability plans, programs or arrangements in which the sum of Executive (Aand, where applicable, his dependents) your accrued but unpaid base salary through the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding was entitled to participate immediately prior to the Date of Termination (individually, a "Pre-Termination Plan" and your target bonus award collectively, the "Pre-Termination Plans"). To the extent that the Company finds it undesirable or impossible to cover the Executive (and, where applicable, his dependents) under any of the Pre-Termination Plans, the Company (at a payout factor of oneits own expense) shall provide the Executive (and, where applicable, his dependents) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent no previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, such one (1) timesyear period with substantially the same or a comparable level of coverage under individual policies or otherwise at no additional after tax cost for the Executive (or, where applicable, his dependents). At the end of the period of coverage hereinafter provided for, the Executive (or, where applicable, his dependents) shall have the sum option to have assigned to him (or, where applicable, his dependents) at no cost and with no apportionment of your annual base salary at prepaid premiums, any assignable insurance owned by the highest rate Company and relating specifically to the Executive (and, where applicable, his dependents). Notwithstanding the foregoing, in effect the event that, during the 12 months preceding one (1) year period provided for in this Section 6.6, a subsequent employer provides the Date Executive (and, where applicable, his dependents) with life insurance, medical, health, dental and accident, or disability plans, programs or arrangements of equal or superior coverage to that provided under the Pre-Termination and Plans, the greater of your highest annual bonus earned in Company shall no longer be required to provide the two most recent full fiscal years preceding the Date of Executive (and, where applicable, his dependents) with coverage under such Pre-Termination and your target bonus award (at a payout factor of one) for the fiscal year in Plan or Plans with respect to which the Date of Termination occurssuch equal or superior coverage is being provided.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of the Company, you shall fail to perform your duties hereunder as a result of incapacity due to Disability, you shall continue to receive your full base salary twice a month at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Control of the Company, your employment shall be terminated for Cause, the Company shall pay you for your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you under this Agreement. (iii) If, within two years after a Change in Control of the Company, the Company shall terminate your employment, other than pursuant to Paragraph 3(i) or 3(ii) hereof or by reason of death, or if you shall terminate your employment for Good Reason:; (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 days on the fifth day following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of TerminationTermination at the rate in effect at the time Notice of Termination is given, plus an amount equal to the amount, if any, of any incentive compensation awards which have not been paid but which have been earned by you under the Executive/Senior Management Variable Compensation Plan or any successor plan (Bincluding awards which have been deferred, except to the extent such awards have been transferred, prior to a Change in Control of the Company, by the Company to a trustee in an irrevocable trust) it being understood that you shall be deemed to have earned in each year for which an award shall be payable an amount equal to the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (Ca) the amount of awarded you under such Plan or any compensation previously deferred successor plan during the period most recently ended, multiplied by you (together with any accrued interest or earnings thereonb) and any accrued vacation pay, in each case to the extent no previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations")Partial Service Fraction; and (y) the an amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months twelve (12) month period immediately preceding the Date of Termination and plus two times the greater amount of your the highest annual bonus earned in award to you under the two most recent full fiscal years preceding Executive/Senior Management Variable Compensation Plan or any successor plan during the twenty-four (24) month period ended on the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occursTermination.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of the Company, you shall fail to perform your duties hereunder as a result of incapacity due to Disabilityphysical or mental illness, you shall continue to receive your full base salary twice a month at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan because of such termination of this Agreement or of employment, you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Control of the Company, your employment shall be terminated for Cause, the Company shall pay you for your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you under this Agreement. (iii) If, within two years after a Change in Control of the Company, the Company shall terminate your employment, other than pursuant to Paragraph 3(i) or 3(ii) hereof or by reason of death, or if you shall terminate your employment for Good Reason:, (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 days on the fifth day following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of TerminationTermination at the rate in effect at the time Notice of Termination is given, plus an amount equal to the amount, if any, of any incentive compensation awards which have not been paid but which have been earned by you under the Executive/Senior Management Variable Compensation Plan or any successor plan (Bincluding awards which have been deferred, except to the extent such awards have been transferred, prior to a Change in Control of the Company, by the Company to a trustee in an irrevocable trust) it being understood that you shall have earned in each year for which an award shall be payable an amount equal to the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (Ca) the amount of awarded you under such Plan or any compensation previously deferred successor plan during the period most recently ended, multiplied by you (together with any accrued interest or earnings thereonb) and any accrued vacation pay, in each case to the extent no previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations")Partial Service Fraction; and (y) the an amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months twelve (12) month period immediately preceding the Date of Termination and plus two times the greater amount of your the highest annual bonus earned in award to you under the two most recent full fiscal years preceding Executive/Senior Management Variable Compensation Plan or any successor plan during the twenty-four (24) month period ended on the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occursTermination.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of If during the Company, you shall fail Protected Period Employee fails to perform your Employee's normal duties hereunder as a result of incapacity due to Disabilityphysical or mental illness, you Employee shall continue during the period of disability to receive your full base salary twice a month at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue amounts payable to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment Employee during such period of Disability in the amount equal disability pursuant to the product Company's sick leave or disability program until Employee's employment is terminated for Disability. This Section 3(i) shall not reduce or impair Employee's rights to terminate his employment for Good Reason or with the consent of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was madeBoard as otherwise provided herein. (ii) If, after a Change in Control of If during the Company, your Protected Period Employee's employment shall be terminated for Cause, the Company shall pay you for your full base salary Employee's earned but unpaid Base Salary through the Date of Termination at the rate in effect at the time of Notice of Termination is given and the Company shall have no further obligations to you Employee under this Agreement, except those arising hereunder prior to the Date of Termination. (iii) IfIf during the Protected Period the Company shall terminate Employee other than pursuant to Section 2(i) or 2(ii) hereof, within two years after or if during the Protected Period but prior to a Change in Control Employee is terminated for reasons related to the Change in Control, or if during the Protected Period Employee shall terminate Employee's employment either for Good Reason or with the consent of the CompanyBoard acknowledging that Employee is entitled to receive the benefits provided in this subparagraph (iii) upon such termination (or upon such Change in Control, if applicable), then, subject to Section 4 and the following provisions hereof, the Company shall terminate your employmentpay to Employee, other than pursuant in a single lump sum within five days of such Date of Termination, the sum of the amounts specified in subparagraphs (A) and (B) below, less any taxes required to Paragraph 3(ibe withheld by applicable law, and also shall provide Employee the benefits as provided in subparagraphs (C) or 3(iiand (D) hereof or by reason of death, or if you shall terminate your employment for Good Reasonbelow: (A) an amount equal to two times Employee's annual Base Salary at the Date of Termination (less, in the event of Employee's termination prior to a Change in Control, any severance awards paid to Employee by the Company prior to the Change in Control); (B) an amount equal to the annual bonus, payable in cash and stock pursuant to the Company's Incentive Compensation Plan or in all cash, at the option of the Company, for which the Employee would be eligible, if any, assuming 100% of the bonus had been earned for the year in which the Change in Control occurred; (C) an amount equal to that portion of Employee's Base Salary earned, but not paid, and vacation earned, but not taken, in each case, to the Date of Termination ,and all other amounts, if any, previously deferred by Employee or earned but not paid as such date under all Company incentive or deferred compensation plans or programs; (D) The Company shall pay you as severance pay (and without regard to at all times during the provisions of any benefit plan) in a lump sum in cash no more than 30 days 24--month period following the Date of TerminationTermination (the "Continuation Period") maintain in full force and effect for the continued benefit of Employee and Employee's eligible dependents all life and medical and dental insurance benefits available to Employee and Employee's eligible dependents by virtue of being an employee of the Company immediately prior to such termination, provided that Employee's continued participation is possible under the following amounts: general terms and provisions of such plans and programs (x) or any successor thereto). In the sum of (A) your accrued but unpaid base salary through event that participation by Employee in any such plan or program after the Date of TerminationTermination is barred pursuant to the terms thereof, the Company shall obtain comparable coverage under individual policies for Employee (B) and Employee's dependents). The Employee shall be required to contribute to the product cost of (x) such policies only the greater of your highest annual bonus earned amounts which Employee would have been required to pay had he or she remained in the two most recent employ of the Company. Nothing in this subparagraph (D) shall operate to reduce, or be construed as reducing, Employee's (or a beneficiary's) group health plan continuation rights under COBRA in any manner and upon the end of the Continuation Period Employee (or Employee's beneficiary(ies)), if otherwise eligible, will be entitled to elect COBRA continuation coverage for the full fiscal years preceding period applicable as if that were Employee's termination date. In the event Employee becomes covered by another's group health plan during the Continuation Period, the Company's group health plan shall be liable for benefits only to the extent such benefits are not covered by the subsequent employer's group health plan. (iv) If during the Protected Period Employee terminates his or her employment without Good Reason and without the consent of the Board acknowledging that Employee is entitled to receive benefits hereunder, Employee shall be entitled to receive only the generally applicable severance benefits offered by the Company at the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of shall not be entitled to any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case other benefits pursuant to the extent no previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occursthis Agreement.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of If during the Company, you shall fail Protected Period Employee fails to perform your Employee's normal duties hereunder as a result of incapacity due to Disabilityphysical or mental illness, you Employee shall continue during the period of disability to receive your full base salary twice a month at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue amounts payable to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment Employee during such period of Disability in the amount equal disability pursuant to the product Company's sick leave or disability program until Employee's employment is terminated for Disability. This Section 3(i) shall not reduce or impair Employee's rights to terminate his employment for Good Reason or with the consent of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was madeBoard as otherwise provided herein. (ii) If, after a Change in Control of If during the Company, your Protected Period Employee's employment shall be terminated for Cause, the Company shall pay you for your full base salary Employee's earned but unpaid Base Salary through the Date of Termination at the rate in effect at the time of Notice of Termination is given and the Company shall have no further obligations to you Employee under this Agreement, except those arising hereunder prior to the Date of Termination. (iii) IfIf during the Protected Period the Company shall terminate Employee other than pursuant to Section 2(i) or 2(ii) hereof, within two years after or if during the Protected Period but prior to a Change in Control Employee is terminated for reasons related to the Change in Control, or if during the Protected Period Employee shall terminate Employee's employment either for Good Reason or with the consent of the CompanyBoard acknowledging that Employee is entitled to receive the benefits provided in this subparagraph (iii) upon such termination (or upon such Change in Control, if applicable), then, subject to Section 4 and the following provisions hereof, the Company shall terminate your employmentpay to Employee, other than pursuant in a single lump sum within five days of such Date of Termination, the sum of the amounts specified in subparagraphs (A) and (B) below, less any taxes required to Paragraph 3(ibe withheld by applicable law, and also shall provide Employee the benefits as provided in subparagraphs (C) or 3(iiand (D) hereof or by reason of death, or if you shall terminate your employment for Good Reasonbelow: (A) an amount equal to two times Employee's annual Base Salary at the Date of Termination (less, in the event of Employee's termination prior to a Change in Control, any severance awards paid to Employee by the Company prior to the Change in Control); (B) an amount equal to the annual bonus, payable in cash and stock pursuant to the Company's Incentive Compensation Plan or in all cash, at the option of the Company, for which the Employee would be eligible, if any, assuming 100% of the bonus had been earned for the year in which the Change in Control occurred; (C) an amount equal to that portion of Employee's Base Salary earned, but not paid, and vacation earned, but not taken, in each case, to the Date of Termination ,and all other amounts, if any, previously deferred by Employee or earned but not paid as such date under all Company incentive or deferred compensation plans or programs; (D) The Company shall pay you as severance pay (and without regard to at all times during the provisions of any benefit plan) in a lump sum in cash no more than 30 days 24-month period following the Date of TerminationTermination (the "Continuation Period") maintain in full force and effect for the continued benefit of Employee and Employee's eligible dependents all life and medical and dental insurance benefits available to Employee and Employee's eligible dependents by virtue of being an employee of the Company immediately prior to such termination, provided that Employee's continued participation is possible under the following amounts: general terms and provisions of such plans and programs (x) or any successor thereto). In the sum of (A) your accrued but unpaid base salary through event that participation by Employee in any such plan or program after the Date of TerminationTermination is barred pursuant to the terms thereof, the Company shall obtain comparable coverage under individual policies for Employee (B) and Employee's dependents). The Employee shall be required to contribute to the product cost of (x) such policies only the greater of your highest annual bonus earned amounts which Employee would have been required to pay had he or she remained in the two most recent employ of the Company. Nothing in this subparagraph (D) shall operate to reduce, or be construed as reducing, Employee's (or a beneficiary's) group health plan continuation rights under COBRA in any manner and upon the end of the Continuation Period Employee (or Employee's beneficiary(ies)), if otherwise eligible, will be entitled to elect COBRA continuation coverage for the full fiscal years preceding period applicable as if that were Employee's termination date. In the event Employee becomes covered by another's group health plan during the Continuation Period, the Company's group health plan shall be liable for benefits only to the extent such benefits are not covered by the subsequent employer's group health plan. (iv) If during the Protected Period Employee terminates his or her employment without Good Reason and without the consent of the Board acknowledging that Employee is entitled to receive benefits hereunder, Employee shall be entitled to receive only the generally applicable severance benefits offered by the Company at the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of shall not be entitled to any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case other benefits pursuant to the extent no previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occursthis Agreement.

Compensation During Disability or Upon Termination. (ia) If, after a Change in Control of During any period that the Company, you shall fail Executive fails to perform your his duties hereunder as a result of incapacity due to Disabilityphysical or mental illness ("Disability Period"), you the Executive shall continue to receive your his full base salary twice a month at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during for such period until your his employment is terminated (andpursuant to Section 6(b) hereof; provided that, payments so made to the Executive during the Disability Period shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any such payment under disability benefit plans of the Company maintains a Long Term Disability Planor under the Social Security disability insurance program, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject which amounts were not previously applied to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or reduce any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by payment. (b) a fraction (hereinafter If the "Partial Service Fraction"), the numerator of which Executive's employment is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Control of the Company, your employment shall be terminated for Causeby his death, the Company shall pay you any amounts due to the Executive under Section 5 through the date of his death in accordance with Section 11(b). (c) If the Executive's employment is terminated by the Company for your Cause or by the Executive for other than Good Reason, the Company shall pay the Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you the Executive under this Agreement. (iiid) If, within two years after a Change If (1) in Control breach of the Companythis Agreement, the Company shall terminate your employment, the Executive's employment other than for Disability pursuant to Paragraph 3(iSection 6(b) or 3(iifor Cause (it being understood that a purported termination for Disability pursuant to Section 6(b) hereof or for Cause which is disputed and finally determined not to have been proper shall be a termination by reason the Company in breach of death, this Agreement) or if you (2) the Executive shall terminate your his employment for Good Reason: (A) The Company shall pay you as severance pay (and without regard , then, subject to the provisions of any benefit plan) in a lump sum in cash no more than 30 days following the Date of TerminationSection 10 hereof, the following amountsCompany shall: (xi) pay the sum of (A) your accrued but unpaid Executive his full annual base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any Benefit Plan at the time such payments are due; (ii) subject to the provisions of Section 9 hereof, in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, pay as liquidated damages to the Executive an amount equal to two (B2) times the product Executive's Cash Compensation, such payment to be made in a lump sum in cash, on or before the fifth day following the Date of Termination; (iii) subject to the provisions of Section 9 hereof, arrange to provide the Executive for two (2) years (or such shorter period as Executive may elect), with disability, life, accident and health insurance substantially similar to those insurance benefits which Executive is receiving immediately prior to the Notice of Termination (including coverage for dependents at the same per person cost as the Executive is then paying); provided that, benefits otherwise receivable by Executive pursuant to this subsection 6 (d)(iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such two (2) year period following his termination (or such shorter period elected by the Executive), and any such benefits actually received by Executive shall be reported by him to the Company; (iv) subject to the provisions of Section 9 hereof, pay the Executive a benefit under the Premier Plan (or other long term incentive plan) as if he had terminated employment by reason of his retirement (without regard to whether the Executive has, and without deeming the Executive to have, reached his normal retirement age) and as if any remaining performance criteria and any time period of service requirement had been waived; and (v) subject to the provisions of Section 9 hereof, pay to the Executive a single lump sum payment equal to the excess of (x) over (y), where (x) is equal to the greater present lump sum value of your highest annual bonus earned the combined pension benefits that the Executive would receive under the Employees' Pension Plan (the "Pension Plan"), taking into account Article XV thereof, the Employee Benefits Restoration Plan (the "Restoration Plan") and providing supplemental pension benefits (collectively, the "Plans"), at his earliest benefit commencement date under the Pension Plan computed by increasing, in the case of each Plan, the number of years of credited service actually taken into account under each Plan as of the date of his termination of employment, or, if earlier, the termination of the Pension Plan, by two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one2) for the fiscal year in which the Date of Termination occursyears, and (y) a fractionis equal to the present lump sum value of the combined pension benefits actually payable to the Executive on his earliest benefit commencement date under the Pension Plan (taking into account Article XV thereof), the numerator of which is the number of days in the then current fiscal year through the Date of Termination, Restoration Plan and the denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent no previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (y) the amount equal to one and a half (1.5) times (orAgreement based, in the case of deatheach Plan, one (1) times) on the actual number of years of credited service actually taken into account under each Plan as of the date of his termination of employment, or, if earlier, the termination of the Pension Plan. The foregoing lump sum of your annual base salary at present value amount, shall be computed using the highest rate actuarial factors under the Pension Plan in effect during on the 12 months preceding date of the Date Executive's termination of Termination and employment or, if earlier, the greater termination of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occursPension Plan.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of during the CompanyProtected Period, you shall fail Employee fails to perform your Employee’s normal duties hereunder as a result of incapacity due to Disability, you Employee shall continue during the period of such Disability to receive your Employee’s full base salary twice a month at the rate then in effect Base Salary and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue awards, deferred and to be paid non-deferred, payable during such period until your employment is terminated (and, if under the Company maintains a Long Term Disability Bonus Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject less any amounts paid to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment Employee during such period of Disability in the amount equal pursuant to the product of (aCompany’s short term disability or sick-leave program(s) the amount awarded until Employee’s employment is terminated as provided herein or such Disability ends. This Section 4(i) shall not reduce or impair Employee’s rights to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) terminate employment for a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was madeGood Reason as otherwise provided herein. (ii) If, after a Change in Control of during the CompanyProtected Period, your Employee’s employment shall be terminated (x) by the Company for CauseCause or Disability, (y) by Employee’s death, or (z) by Employee other than for a Good Reason, the Company shall pay you for your full base salary Employee’s earned but unpaid Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you Employee under this Agreement. (iii) If, within two years after during the Protected Period, (1) the Company shall terminate Employee other than for Cause or Disability or (2) Employee shall terminate Employee’s employment for a Change in Control of the CompanyGood Reason, then subject to subparagraph (v) below, the Company shall terminate your employmentforgive any amount payable by the Employee to the Company under the Relocation Agreement, other than pursuant if applicable, and pay to Paragraph 3(i) Employee, by certified or 3(ii) hereof bank cashier’s check or by reason wire transfer within five business days after the Date of deathTermination, or if you shall terminate your employment for Good Reason: an amount equal to: (A) The Company shall the sum of Employee’s Base Salary, Annual Bonus and Annual Targeted Commission amount where applicable; plus (B) that portion of Employee’s Base Salary earned, and vacation pay you as severance pay (vested for the prior year and without regard accrued for the current year to the provisions Date of any benefit plan) in a lump sum in cash no more Termination, but not paid or used, and all other amounts previously deferred by Employee or earned but not paid as of such date under all Company bonus or pay plans or programs. As used herein, “Annual Earned Commission” means the total commissions actually paid to Employee during the four fiscal quarters immediately preceding the Date of Termination. If Employee has been employed for at least one fiscal quarter and less than 30 days following four fiscal quarters as of the Date of Termination, the following amounts: (x) “Annual Earned Commission” shall be equal to four times the sum quarterly average of (A) your accrued but unpaid base salary through commissions actually paid to Employee during the relevant fiscal quarters. If Employee has been employed less than one fiscal quarter as of the Date of Termination, (B) the product “Annual Earned Commission” shall be the total amount of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) Employee’s commissions targeted for the four fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through quarters following the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent no previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of the Company, you shall fail to perform your duties hereunder as a result of incapacity due to Disability, you shall continue to receive your full base salary twice a month in regular installments in accordance with the Company’s usual payment practices at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Control of the Company, your employment shall be terminated for Cause, the Company shall pay you for your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you under this Agreement. (iii) If, within two years after a Change in Control of the Company, the Company shall terminate your employment by reason of your death or pursuant to Paragraph 3(i), the Company shall continue to pay you, or your heirs, successors or legal representatives, as the case may be, your full base salary in regular installments in accordance with the Company’s usual payment practices at the rate then in effect until twelve (12) months after the date of such death or Disability (less the amount of any payments made to you under any long-term disability plan of the Company) and (b) notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the date of death or Disability shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the date of death or Disability. The Company shall have no other liability or obligation under this Agreement to your executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through you. (iv) If, within two years after a Change in Control of the Company, you shall terminate your employment for Good Reason or the Company shall terminate your employment, other than by reason of your death or pursuant to Paragraph 3(i) or 3(ii) hereof or by reason of death, or if you shall terminate your employment for Good Reason:hereof, (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 thirty (30) days following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent no not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 twelve (12) months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of If during the Company, you shall fail Protected Period Employee fails to perform your Employee’s normal duties hereunder as a result of incapacity due to Disabilityphysical or mental illness, you Employee shall continue during the period of disability to receive your Employee’s full base salary twice a month Base Salary at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue awards, deferred and to be paid non-deferred, payable during such period of disability under the Bonus Plan, less any amounts paid to Employee during such period of disability pursuant to the Company’s sick-leave or disability program until your Employee’s employment is terminated (andfor Disability pursuant to Section 2(i) hereof. Notwithstanding the foregoing, if the Company maintains any amount of earned but unpaid Base Salary that is scheduled to be deferred under a Long Term Disability Plan, you Company-sponsored deferred compensation arrangement shall be eligible for coverage thereunder deferred and paid in accordance with the terms thereof and subject provisions of such arrangement. This Section 3(i) shall not reduce or impair Employee’s rights to terminate his employment for Good Reason (to the satisfaction extent such rights existed prior to such Disability) or with the consent of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was madeBoard as otherwise provided herein. (ii) If, after a Change in Control of If during the Company, your Protected Period Employee’s employment shall be terminated for Cause, the Company shall pay you for your full base salary Employee’s earned but unpaid Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given given, and the Company shall have no further obligations to you Employee under this Agreement, except those arising hereunder or under the terms of any Company benefit plans, prior to the Date of Termination. Notwithstanding the foregoing, any amount of earned but unpaid Base Salary that is scheduled to be deferred under a Company-sponsored deferred compensation arrangement shall be deferred and paid in accordance with the provisions of such arrangement. (iii) IfIf during the Protected Period the Company shall terminate Employee other than pursuant to Section 2(i) or 2(ii) hereof, within two years after a Change in Control or if during the Protected Period Employee shall terminate Employee’s employment either for Good Reason or with the consent of the CompanyBoard, then, subject to Section 3(iv), Section 4, and Section 16 (to the extent applicable), the Company shall terminate your employmentpay to Employee, other than pursuant to Paragraph 3(iin a single lump sum by certified or bank cashier’s check on the 60th day following such Date of Termination (or the next business day thereafter), the sum of the amounts specified in subparagraphs (A) or 3(iithrough (E) hereof or by reason of death, or if you below and also shall terminate your employment for Good Reasonprovide Employee the continued employee welfare benefits as provided in subparagraph (F) and the benefits in subparagraph (G) below: (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 days following the Date of Termination, the following amounts: (x) an amount equal three times the sum of (Ai) your accrued but unpaid base salary through Employee’s Base Salary and (ii) the Date of Termination, bonus that Employee would receive using the Expected Value guideline percentage under the Bonus Plan (the “EV Bonus Amount”); (B) an amount equal to the product of (xi) the greater higher of your highest annual (a) the EV Bonus Amount or (b) the bonus earned in that the two most recent full fiscal years preceding Employee would receive under the Date Bonus Plan based on the performance of Termination and your target bonus award (at a payout factor of one) the Company for the then current fiscal year year, as of the date of the Change in which the Date of Termination occurs, Control and (yii) a fraction, the numerator of which is the number of days in the then current fiscal year through under the Bonus Plan that have elapsed on the Date of Termination, Termination and the denominator of which is 365 and 365; (C) the an amount equal to that portion of any compensation previously deferred by you (together with any accrued interest or earnings thereon) Employee’s Base Salary earned, but not paid, and any accrued vacation payearned, but not taken, in each case, to the Date of Termination; provided, however, that any amount of earned but unpaid Base Salary that is scheduled to be deferred under a Company-sponsored deferred compensation arrangement shall be deferred and paid in accordance with the provisions of such arrangement; (D) an amount, with respect to all outstanding unvested and unexercisable awards that have been granted Employee after a Change in Control under the Company’s 1990 Stock Incentive Plan, 1995 Incentive Plan, 1997 Incentive Plan, 2000 Incentive Plan, 2003 Incentive Plan, or any successor or similar stock compensation plan, equal to the sum of (i) the value of all such unvested (or unearned) shares of Performance Stock and Performance Units (determined as if all restrictions had lapsed and all performance goals had been achieved to the fullest extent) and (ii) the excess of the exercise price of each such unexercisable option and appreciation right over the closing price of the common shares of the Company stock on the Date of Termination, as reported on the New York Stock Exchange; (E) an amount equal to three times the value of the largest annual long term incentive grant or grants made to Employee during the three years prior to the Date of Termination. For purposes of this section, “long term incentive grant” shall mean an award of stock options, performance units, or other long term incentive awards and shall refer to the initial grant, not the vesting of the award. The value of such awards shall be the value as of the date they were granted. The Black-Scholes method of valuation shall be used in the case of stock options. The value of the other awards shall be their present value on the date of grant. The Executive Compensation Committee of the Board of Directors of the Company shall have the authority to determine the value of all such awards prior to the date of the Change in Control, and any determination by them shall be final and binding; (F) the Company shall at all times during the three year period following the Date of Termination (the “Continuation Period”) maintain in full force and effect for the continued benefit of Employee and Employee’s eligible dependents all group life and/or executive life (to the extent no previously paid (the sum permitted under Section 409A of the amounts Code and applicable administrative guidance issued thereunder), accidental death and dismemberment, and medical and dental insurance benefits available to Employee and Employee’s eligible dependents by virtue of being an employee of the Company immediately prior to such termination, provided that Employee’s continued participation is possible under the general terms and provisions of such plans and programs (or any successor thereto); provided, however, if Employee retires (as such term is defined in the BJ Services Company Retirement Thrift Plan), on the Date of Termination or if Employee would have been eligible to retire within five years of the Date of Termination, Employee shall be permitted to continue coverage following the Continuation Period in such group plans and programs to the extent such group plans and programs provide benefits for retirees. In the event that participation by Employee in any such plan or program after the Date of Termination is barred pursuant to the terms thereof, the Company shall use its best efforts to obtain at the Company’s expense, and without any additional cost or liability beyond the cost or liability that similarly situated employees incur under the terms of such group plans and programs (and with respect to the benefits for retirees described in clauses the preceding sentence, the Employee’s cost or liability may not exceed the cost or liability that similarly situated employees incur under the terms of such group plans and programs providing benefits for retirees as in effect on the date of the Change of Control (Aor reasonable annual increases thereto)), to the Employee comparable coverage under individual policies for Employee (Band Employee’s dependents). For purposes of the preceding sentence, “reasonable annual increases” shall be limited to annual increases that are no greater than the lesser of (1) five percent per annum; or (2) any increases to the cost that similarly situated individuals must pay to obtain such insurance benefits under group plans and programs made available to retirees of the Company (including any successor plans or programs thereto). The medical, dental, and (Caccidental death and dismemberment coverage described in the preceding sentences of this Section 3(iii)(F) shall be hereinafter referred provided through arrangements that satisfy the requirements of Sections 105 and 106 of the Code such that the benefits or reimbursements under such arrangements are not includible in Employee’s income (and, if continued coverage under Company’s plans does not satisfy this requirement, then Company shall arrange, upon comparable terms, for coverage providing substantially equivalent benefits to be provided under one or more insurance policies that will satisfy this requirement. At the end of the Continuation Period (except as otherwise provided in this Section 3(iii)(F) with respect to COBRA benefits or retiree medical benefits, if either is elected by Employee), the "Accrued Obligations"Company shall arrange to make available to Employee and his eligible dependents comparable insurance coverage by enabling Employee to convert Employee’s coverage under the Company’s group plans or programs to an individual policy for the benefit of Employee and Employee’s eligible dependents, or to assume any individual policies obtained by the Company for Employee’s benefit, with Employee paying the full premiums after the end of the Continuation Period. Nothing in this subparagraph (F) shall operate to reduce, or be construed as reducing, Employee’s (or a beneficiary’s) group health plan continuation rights under COBRA in any manner and upon the end of the Continuation Period Employee (or Employee’s beneficiary(ies)), if otherwise eligible, will be entitled to elect COBRA continuation coverage for the full period applicable as if that were Employee’s termination date. In the event Employee becomes covered by another employer’s group plan or programs as a result of Employee’s employment during the Continuation Period, the Company’s plans or programs shall be liable for benefits only to the extent such benefits are not covered by the subsequent employer’s plans or programs; and (yG) the amount equal to one Company shall, at its sole expense as incurred, provide the Employee with reasonable outplacement services the scope and a half (1.5) times (orprovider of which shall be selected by the Employee in his or her sole discretion; provided, however, that such outplacement services shall in no event be provided beyond the case last day of death, one (1) times) the sum second taxable year of your annual base salary at Employee following the highest rate taxable year of Employee in effect during the 12 months preceding the which Employee’s Date of Termination occurred. (iv) As a condition to the receipt of any benefit under this Agreement, Employee must first execute and deliver to the greater of your highest annual bonus earned Company a release, substantially in the two most recent full fiscal years preceding form attached hereto as Attachment A, releasing the Date Company, its officers, directors, employees and agents from any and all claims and from any and all causes of Termination action of any kind or character that Employee may have arising out of Employee’s employment with the Company or the termination of such employment, but excluding (A) any claims and your target bonus award causes of action that Employee may have arising under or based upon this Agreement, (at B) rights under stock-based incentive plans arising in connection with a payout factor change in control, (C) rights under directors’ and officers’ indemnification insurance, and (D) rights of oneindemnity under articles of incorporation, bylaws, contracts, law, or otherwise, (E) rights under Company-sponsored retirement plans, including, without limitation “401(k)” plans and “Rabbi trusts,” and (F) rights under the Company’s “KEYSOP” (Key Executive Stock Option Plan) and arrangements for deferred compensation. The release described in this Section 3(iv) hereof must be effective and irrevocable within 50 days after the fiscal year in which date of termination of Employee’s employment with the Date of Termination occursCompany.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of the Company, you shall fail to perform your duties hereunder as a result of incapacity due to Disability, you shall continue to receive your full base salary twice a month in regular installments in accordance with the Company’s usual payment practices at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Control of the Company, your employment shall be terminated for Cause, the Company shall pay you for your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you under this Agreement. (iii) If, within two years after a Change in Control of the Company, the Company shall terminate your employment, other than employment by reason of your death or pursuant to Paragraph 3(i) or 3(ii) hereof or by reason of death), the Company shall continue to pay you, or if you shall terminate your employment for Good Reason: (A) The Company shall pay you heirs, successors or legal representatives, as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 days following the Date of Terminationcase may be, the following amounts: (x) the sum of (A) your accrued but unpaid full base salary through in regular installments in accordance with the Date Company’s usual payment practices at the rate then in effect until twelve (12) months after the date of Termination, such death or Disability (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) less the amount of any compensation previously deferred payments made to you under any long-term disability plan of the Company) and (b) notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you (together with any accrued interest as of the date of death or earnings thereon) and any accrued vacation payDisability shall become exercisable or vested, in each as the case may be, as to an additional number of shares equal to the extent no previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to number that would have been exercisable or vested as the "Accrued Obligations"); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs.of

Compensation During Disability or Upon Termination. Following a Change in Control, you shall be entitled to the following benefits during a period of Disability, or upon termination of your employment, as the case may be, occurring during the twenty-four month period commencing on the Change in Control: (i) If, after a Change in Control of the Company, During any period that you shall fail to perform your full-time duties hereunder with the Company as a result of incapacity due to a Disability, you shall continue to receive your full base salary twice a month at the rate in effect at the commencement of any such period, together with all compensation payable to you under the Company’s disability plan or program or other similar plan during such period, until this Agreement is terminated pursuant to Section 3(ii) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company’s retirement, insurance and other compensation programs then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was madeprograms. (ii) If, after a Change in Control of the Company, If your employment shall be terminated by the Company for CauseCause or by you other than for Good Reason, the Company shall pay you for your full base salary through the Date date of Termination your Separation from Service at the rate in effect at the time Notice of Termination is given given, no later than the fifth day following the date of your Separation from Service, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement. (iii) If, within two years after a Change in Control of the Company, If your employment by the Company shall terminate your employment, should be terminated by the Company other than pursuant to Paragraph 3(i) for Cause or 3(ii) hereof or by reason of death, Disability or if you shall should terminate your employment for Good Reason, you shall be entitled to the benefits provided below: (Aa) The the Company shall pay to you your full base salary through the date of your Separation from Service at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the date of your Separation from Service, plus all other amounts to which you are entitled under any compensation plan of the Company, at the time such payments are due; (b) the Company shall pay as severance pay to you, at the time specified in Subsection (and without regard to the provisions of any benefit plan) in v), a lump sum cash severance payment (in cash no more than 30 days following addition to the Date payments provided in paragraphs (c), (d), (e), (f), (g), and (h) below) equal to (1) 300% of Termination, the following amounts: (x) the sum greater of (A) your accrued but unpaid annual base salary through in effect on the Date date of Terminationyour Separation from Service or (B) your annual base salary in effect immediately prior to the Change in Control, and (2) 300% of your target bonus with respect to the year in which the Change in Control occurs. Your annual base salary and target bonus (as taken into account under the first half of this Subsection (iii)(b)) shall count for three years additional credited service and be included in final average earnings calculations for participants in the Company's Executive Retirement Plan and any successor or substitute plans thereto; (c) in lieu of shares of common stock of the Company (“Common Shares”) issuable upon exercise of outstanding options (“Options”) and stock appreciation rights (“SARs”), if any, granted to you under the Company's stock incentive plans (which Options and SARs shall be cancelled upon the making of the payment referred to below), the Company shall pay to you, at the time specified in Subsection (v), a lump sum cash payment equal to the product of (1) the excess of the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the date of your Separation from Service (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) over the per share option price of each Option or SAR held by you (whether or not then fully exercisable), and (2) the number of Common Shares covered by each such Option or SAR; (d) in lieu of Common Shares issuable upon the lapse of restrictions, if any, granted to you under the Company's stock incentive plans or any successor or substitute plan(s) thereto, the Company shall pay to you, at the time specified in Subsection (v), a lump sum cash payment equal to the product of (1) the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the date of your Separation from Service (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) or the highest per share price for Common Shares actually paid in connection with any Change in Control, whichever is greater (such price, the “Price”), and (2) the number of Common Shares granted to you subject to such restrictions; (1) in lieu of amounts that may otherwise be payable to you in equity at the end of a performance period in progress as of your termination, you shall receive, at the time specified in Subsection (v), a lump sum cash payment equal to the amount you would have been paid at a 100% target valuation, and (2) all stock-based awards granted to you under the Company’s stock incentive plans, other than those referred to in Section 4(iii)(c) or 4(iii)(d), above, whether or not vested, shall be cancelled, and you shall receive a lump sum cash payment equal to the product of (A) the number of shares subject to such cancelled awards and (B) the product of Price; (xf) the Company shall reimburse you for outplacement counseling and job search activities in an amount no greater than the lesser of 20% of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination salary and your target bonus award as in effect on the date of your Separation from Service or $100,000. To the extent these payments are subject to Code Section 409A, then such expenses must be incurred before the last day of the second taxable year following the taxable year in which your Separation from Service occurred, provided that any reimbursement for such expenses must be paid to you before your third taxable year following the taxable year in which your Separation from Service occurred. The Company shall also reimburse you for all legal fees and expenses incurred by you in contesting or disputing a termination under this Section 4(iii) or in seeking to obtain or enforce any right or benefit provided by this Agreement provided that all such reimbursements be made as soon as practicable but no later than March 15 of the year following the year in which any judgment or settlement is finalized. (at a payout factor of oneg) for a thirty-six month period after such termination, the fiscal Company shall arrange to provide you with life and health insurance benefits substantially similar to those which you were receiving immediately prior to the Notice of Termination. To the extent such benefits are subject to Code Section 409A, the benefits provided pursuant to this Subsection shall be treated as follows: (i) the amount of such benefits provided during one taxable year shall not affect the amount of such benefits provided in any other taxable year, except that to the extent such benefits consist of the reimbursement of expenses referred to in Section 105(b) of the Code, a limitation may be imposed on the amount of such reimbursements over some or all of the thirty-six month period, as described in Treasury Regulation Section1.409A-3(i)(iv)(B), (ii) to the extent that any such benefits consist of reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the Date expense was incurred and (iii) no such benefit may be liquidated or exchanged for another benefit. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this paragraph (g) if an equivalent benefit is actually received by you during the thirty-six month period following your termination, and any such benefit actually received by you shall be reported to the Company; (h) at the time specified in Subsection (v), the Company shall pay to you, in lieu of Termination amounts that may otherwise be payable to you under any bonus plan or cash incentive plan (a “Bonus Plan”), a lump sum cash payment equal to (1) your annual target bonus for the year in which the Change in Control occurs, and (y) multiplied by a fraction, (A) the numerator of which is equals the number of full or partial days in such annual performance period during which you were employed by the then current fiscal year through the Date of Termination, Company and (B) the denominator of which is 365 365, and (C2) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination. (iv) The payments provided for in Subsections (iii)(b), (c), (d), (e), (f) and (h) shall be made not later than the fifth day following your Separation from Service; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after your Separation from Service. In the event that the amount of any compensation previously deferred the estimated payments exceeds the amount subsequently determined to have been due, such excess shall be deemed to be paid in error and shall be payable on the fifth day after demand by you the Company (together with any accrued interest or earnings thereonat the rate provided in Section 1274(b)(2)(B) and any accrued vacation payof the Code). Notwithstanding anything herein to the contrary, in each case to the extent no previously payments provided for in Section 4(iii) are subject to Code Section 409A, if you are determined by the Company to be a Specified Key Employee, such amounts otherwise payable to you upon your Separation from Service shall be accumulated and paid to you on the date immediately after the expiration of the six-month period following your Separation from Service. For purposes of this Agreement, “Specified Key Employee” shall mean an employee who, at the time of his or her Separation from Service is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i). Specified Key Employees will be identified by the Company according to procedures adopted by the Board or the Compensation & Benefits Committee of the Board (the sum of “Committee”) applicable to all plans and agreements sponsored by the amounts described in clauses (A), (B), and (C) shall be hereinafter referred Company that are subject to as the "Accrued Obligations"); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs.Code Section 409A.

Compensation During Disability or Upon Termination. (i) If, after a Change in Change-in-Control of the Company, you shall fail to perform your duties hereunder as a result of incapacity due to Disability, you shall continue to receive your full base salary twice a month in regular installments in accordance with the Company’s usual payment practices at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Change-in-Control of the Company, your employment shall be terminated for Cause, the Company shall pay you for your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you under this Agreement. (iii) If, within two years twelve (12) months after a Change in Change-in-Control of the Company, the Company shall terminate your employment by reason of your death or pursuant to Paragraph 3(i), Xxxxx X. Xxxxxx December 18, 2007 the Company shall continue to pay you, or your heirs, successors or legal representatives, as the case may be, your full base salary in regular installments in accordance with the Company’s usual payment practices at the rate then in effect until twelve (12) months after the date of such death or Disability (less the amount of any payments made to you under any long-term disability plan of the Company) and (b) notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the date of death or Disability shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the date of death or Disability. The Company shall have no other liability or obligation under this Agreement to your executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through you. (iv) If, within twelve (12) months after a Change-in-Control of the Company, you shall terminate your employment for Good Reason or the Company shall terminate your employment, other than by reason of your death or pursuant to Paragraph 3(i) or 3(ii) hereof or by reason of death, or if you shall terminate your employment for Good Reason:hereof, (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 thirty (30) days following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent no not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 twelve (12) months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) Xxxxx X. Xxxxxx December 18, 2007 for the fiscal year in which the Date of Termination occurs.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of If during the Company, you shall fail Termination Period Employee fails to perform your Employee's normal duties hereunder as a result of incapacity due to Disabilityphysical or mental illness, you Employee shall continue during the period of disability to receive your Employee's full base salary twice a month at the rate then in effect Base Salary and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue awards, deferred and to be paid during such period until your employment is terminated (andnondeferred, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment payable during such period of Disability in disability under the amount equal Bonus Plan, less any amounts paid to Employee during such period of disability pursuant to the product of (aCompany's disability or sick-leave program(s) the amount awarded until Employee's employment is terminated for Disability pursuant to you under such Plan Section 3(i) hereof. This Section 4(i) shall not reduce or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended impair Employee's rights to terminate his employment for which an award was madeGood Reason as otherwise provided herein. (ii) If, after a Change in Control of If during the Company, your Termination Period Employee's employment shall be terminated for Cause, the Company shall pay you for your full base salary Employee's earned but unpaid Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you Employee under this Agreement. (iii) If, within two years after a Change in Control of If during the Company, Termination Period the Company shall terminate your employment, Employee other than pursuant to Paragraph Section 3(i) or 3(ii) hereof or by reason of deathhereof, or if you during the Termination Period Employee shall terminate your Employee's employment for Good Reason, then the Company shall pay to Employee, by wire transfer or certified or bank cashier's check, the amounts (and at the time or times) specified in subparagraphs A through C below and shall provide Employee the continued welfare benefits as provided in subparagraph D below: (A) The Company shall pay you as severance pay (and without regard to beginning with the provisions first of any benefit plan) in a lump sum in cash no more than 30 days the month coincident with or next following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target continuing for each month (or part thereof) during the Termination Period or until Employee's death, if earlier, (the "Employment Period") an amount equal to 1/12th of Employee's Base Salary, reduced by the amount(s), if any, of monthly base salary paid to Employee by another employer for that month or net earnings from self-employment received by Employee that month; (B) within 15 business days of (1) the close of each annual bonus award period under the Bonus Plan (at a payout factor for purposes of one) this subparagraph (B), the Bonus Plan, if in existence on the date of the change in control of the Company, shall be deemed to have been continued for the fiscal year entire Employment Period, regardless of whether it is terminated following such change in which control) ending coincident with or subsequent to the Date of Termination occursand prior to or coincident with the end of the Employment Period, an amount equal to the Bonus Amount and (y2) the end or the Employment Period, if the end of the Employment Period does not coincide with the end of an annual bonus period, an amount equal to the product of the Bonus Amount and a fraction, fraction the numerator of which Which is the number of days in from the then current fiscal year through end of the Date of Termination, immediately preceding annual bonus period and the denominator of which is 365 and 365, reduced by the amount of bonus paid to Employee for such bonus period(s) by another employer; (C) within 15 business day after the Date of Termination, an amount equal to that portion of any compensation Employee's Base Salary earned, and vacation pay vested for the prior year and accrued for the current year, to the Date of Termination but not paid, and all other amounts previously deferred by you (together with any accrued interest Employee or earnings thereon) and any accrued vacation pay, in each case to the extent no previously earned but not paid (the sum as of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations")such date under all Company bonus or pay plans or programs; and (yD) the amount equal Company shall maintain in full force and effect for the continued benefit of employee ad his dependents for the Employment Period all group life, accidental death and dismemberment, long-term disability and health benefits available to one Employee and a half (1.5) times (orhis dependents by virtue of being an employee of the Company as of the Date of Termination, provided that Employee's continued participation is possible under the general terms and provisions of such plans and programs, and provided further that Employee pays the regular active employee contribution, if any, required by such programs. In the event that participation by Employee in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months preceding any such plan or program after the Date of Termination is barred pursuant to the terms thereof, the Company shall obtain comparable coverage under individual insurance policies with Employee paying an amount of the premium not greater than that which he would have been required to pay under the Company's group program. At the end of the Employment Period, which end shall be treated by the Company as the beginning of Employee's COBRA continuation period for all purposes, the Company shall arrange to make available to Employee and his dependents comparable insurance coverage by taking all action necessary to enable Employee to convert his coverage under the greater group plans or programs to an individual insurance policy for the benefit of your highest annual bonus earned in Employee and his dependents, or to assume any individual insurance policies, with Employee paying the two most recent full fiscal years preceding premiums after the end of the Employment Period (or, with respect to any group health plan under which Employee has elected COBRA continuation coverage, after the end of such COBRA continuation period); provided, however, if Employee retires on the Date of Termination Termination, Employee's participation shall continue in such group plans and your target bonus award (at a payout factor programs to the extent such group plans and programs provide benefits for retirees. In the event Employee becomes covered by another employer's group plan or programs during the Employment Period, the Company's plans or programs shall be liable for benefits only to the extent such benefits are not covered by the subsequent employer's plans or programs. Notwithstanding anything herein to the contrary, if Employee's continuedcoverage under any health plan of one) the Company that is self-insured results in Employee being taxed on such coverage or benefits received thereunder, the Company shall make employee "whole" on an after-tax basis for the fiscal year in which the Date consequences of Termination occurssuch coverage or benefits under such plan.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of the Company, you shall fail to perform your duties hereunder as a result of incapacity due to Disability, you shall continue to receive your full base salary twice a month in regular installments in accordance with the Company’s usual payment practices at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such Xxxxxxx X. Xxxxx July 18, 2007 period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Control of the Company, your employment shall be terminated for Cause, the Company shall pay you for your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you under this Agreement. (iii) If, within two years after a Change in Control of the Company, the Company shall terminate your employment by reason of your death or pursuant to Paragraph 3(i), the Company shall continue to pay you, or your heirs, successors or legal representatives, as the case may be, your full base salary in regular installments in accordance with the Company’s usual payment practices at the rate then in effect until twelve (12) months after the date of such death or Disability (less the amount of any payments made to you under any long-term disability plan of the Company) and (b) notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the date of death or Disability shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the date of death or Disability. The Company shall have no other liability or obligation under this Agreement to your executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through you. (iv) If, within two years after a Change in Control of the Company, you shall terminate your employment for Good Reason or the Company shall terminate your employment, other than by reason of your death or pursuant to Paragraph 3(i) or 3(ii) hereof or by reason of death, or if you shall terminate your employment for Good Reason:hereof, (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 thirty (30) days following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date Xxxxxxx X. Xxxxx July 18, 2007 of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent no not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 twelve (12) months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs.

Compensation During Disability or Upon Termination. (i) If, after a Change in Change-in-Control of the Company, you shall fail to perform your duties hereunder as a result of incapacity due to Disability, you shall continue to receive your full base salary twice a month in regular installments in accordance with the Company’s usual payment practices at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Change-in-Control of the Company, your employment shall be terminated for Cause, the Company shall pay you for your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you under this Agreement.. Name __________________ (iii) If, within two years twelve (12) months after a Change in Change-in-Control of the Company, the Company shall terminate your employment by reason of your death or pursuant to Paragraph 3(i), the Company shall continue to pay you, or your heirs, successors or legal representatives, as the case may be, your full base salary in regular installments in accordance with the Company’s usual payment practices at the rate then in effect until twelve (12) months after the date of such death or Disability (less the amount of any payments made to you under any long-term disability plan of the Company) and (b) notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the date of death or Disability shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the date of death or Disability. The Company shall have no other liability or obligation under this Agreement to your executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through you. (iv) If, within twelve (12) months after a Change-in-Control of the Company, you shall terminate your employment for Good Reason or the Company shall terminate your employment, other than by reason of your death or pursuant to Paragraph 3(i) or 3(ii) hereof or by reason of death, or if you shall terminate your employment for Good Reason:hereof, (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 thirty (30) days following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent no not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 twelve (12) months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full Name __________________ fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs.

Compensation During Disability or Upon Termination. (ia) If, after a Change in Control of During any period that the Company, you shall fail Executive fails to perform your his duties hereunder as a result of incapacity due to Disabilityphysical or mental illness ("Disability Period"), you the Executive shall continue to receive your his full base salary twice a month at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during for such period until your his employment is terminated (andpursuant to Section 6(b) hereof; provided that, payments so made to the Executive during the Disability Period shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any such payment under disability benefit plans of the Company maintains a Long Term Disability Planor under the Social Security disability insurance program, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject which amounts were not previously applied to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or reduce any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by payment. (b) a fraction (hereinafter If the "Partial Service Fraction"), the numerator of which Executive's employment is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Control of the Company, your employment shall be terminated for Causeby his death, the Company shall pay you any amounts due to the Executive under Section 5 through the date of his death in accordance with Section 11(b). (c) If the Executive's employment is terminated by the Company for your Cause or by the Executive for other than Good Reason, the Company shall pay the Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you the Executive under this Agreement. (iiid) If, within two years after a Change If (1) in Control breach of the Companythis Agreement, the Company shall terminate your employment, the Executive's employment other than for Disability pursuant to Paragraph 3(iSection 6(b) or 3(iifor Cause (it being understood that a purported termination for Disability pursuant to Section 6(b) hereof or for Cause which is disputed and finally determined not to have been proper shall be a termination by reason the Company in breach of death, this Agreement) or if you (2) the Executive shall terminate your his employment for Good Reason: (A) The Company shall pay you as severance pay (and without regard , then, subject to the provisions of any benefit plan) in a lump sum in cash no more than 30 days following the Date of TerminationSection 10 hereof, the following amountsCompany shall: (xi) pay the sum of (A) your accrued but unpaid Executive his full annual base salary through the Date of TerminationTermination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, (B) if any, to which the product Executive is entitled as of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award under any Benefit Plan at the time such payments are due; (at a payout factor ii) subject to the provisions of one) Section 9 hereof, in lieu of any further salary payments to the Executive for the fiscal year in which periods subsequent to the Date of Termination occursTermination, and pay as liquidated damages to the Executive an amount equal to the Executive's Cash Compensation (y) as defined below), times a fraction, fraction the numerator of which is the number of days months remaining in the then current fiscal year through term of the Date of TerminationAgreement, and the denominator of which is 365 twelve (12), such payment to be made in a lump sum in cash, on or before the fifth day following the Date of Termination; (iii) subject to the provisions of Section 9 hereof, arrange to provide the Executive for two (2) years (or such shorter period as Executive may elect), with disability, life, accident and health insurance substantially similar to those insurance benefits which Executive is receiving immediately prior to the Notice of Termination (Cincluding coverage for dependents at the same per person cost as the Executive is then paying); provided that, benefits otherwise receivable by Executive pursuant to this subsection 6 (d)(iii) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case shall be reduced to the extent no previously paid comparable benefits are actually received by the Executive during such two (2) year period following his termination (or such shorter period elected by the sum of the amounts described in clauses (A), (BExecutive), and (C) any such benefits actually received by Executive shall be hereinafter referred reported by him to the Company; (iv) subject to the provisions of Section 9 hereof, pay the Executive a benefit under the Premier Plan (or other long term incentive plan) as if he had terminated employment by reason of his retirement (without regard to whether the "Accrued Obligations")Executive has, and without deeming the Executive to have, reached his normal retirement age) and as if any remaining performance criteria and any time period of service requirement had been waived; and (yv) subject to the amount provisions of Section 9 hereof, pay to the Executive a single lump sum payment equal to one the excess of (x) over (y), where (x) is equal to the present lump sum value of the combined pension benefits that the Executive would receive under the Employees' Pension Plan (the "Pension Plan"), taking into account Article XV thereof, the Employee Benefits Restoration Plan (the "Restoration Plan") and a half providing supplemental pension benefits (1.5) times (orcollectively, the "Plans"), at his earliest benefit commencement date under the Pension Plan computed by increasing, in the case of deatheach Plan, one the number of years of credited service actually taken into account under each Plan as of the date of his termination of employment, or, if earlier, the termination of the Pension Plan, by two (12) timesyears, and (y) is equal to the present lump sum value of your annual base salary at the highest rate combined pension benefits actually payable to the Executive on his earliest benefit commencement date under the Pension Plan (taking into account Article XV thereof), the Restoration Plan and the Agreement based, in the case of each Plan, on the actual number of years of credited service actually taken into account under each Plan as of the date of his termination of employment, or, if earlier, the termination of the Pension Plan. The foregoing lump sum present value amount, shall be computed using the actuarial factors under the Pension Plan in effect during on the 12 months preceding date of the Date Executive's termination of Termination and employment or, if earlier, the greater termination of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occursPension Plan.

Compensation During Disability or Upon Termination. Following a Change in Control, you shall be entitled to the following benefits during a period of Disability, or upon termination of your employment, as the case may be, occurring during the twenty-four month period commencing on the Change in Control: (i) If, after a Change in Control of the Company, During any period that you shall fail to perform your full-time duties hereunder with the Company as a result of incapacity due to a Disability, you shall continue to receive your full base salary twice a month at the rate in effect at the commencement of any such period, together with all compensation payable to you under the Company’s disability plan or program or other similar plan during such period, until this Agreement is terminated pursuant to Section 3(ii) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company’s retirement, insurance and other compensation programs then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was madeprograms. (ii) If, after a Change in Control of the Company, If your employment shall be terminated by the Company for CauseCause or by you other than for Good Reason, the Company shall pay you for your full base salary through the Date date of Termination your Separation from Service at the rate in effect at the time Notice of Termination is given given, no later than the fifth day following the date of your Separation from Service, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement. (iii) If, within two years after a Change in Control of the Company, If your employment by the Company shall terminate your employment, should be terminated by the Company other than pursuant to Paragraph 3(i) for Cause or 3(ii) hereof or by reason of death, Disability or if you shall should terminate your employment for Good Reason, you shall be entitled to the benefits provided below: (Aa) The the Company shall pay to you your full base salary through the date of your Separation from Service at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the date of your Separation from Service, plus all other amounts to which you are entitled under any compensation plan of the Company, at the time such payments are due; (b) the Company shall pay as severance pay to you, at the time specified in Subsection (and without regard to the provisions of any benefit plan) in v), a lump sum cash severance payment (in cash no more than 30 days following addition to the Date payments provided in paragraphs (c), (d), (e), (f), (g), and (h) below) equal to (1) 200% of Termination, the following amounts: (x) the sum greater of (A) your accrued but unpaid annual base salary through in effect on the Date date of Terminationyour Separation from Service or (B) your annual base salary in effect immediately prior to the Change in Control, and (2) 200% of your target bonus with respect to the year in which the Change in Control occurs. Your annual base salary and target bonus (as taken into account under the first half of this Subsection (iii)(b)) shall count for two years additional credited service and be included in final average earnings calculations for participants in the Company’s Executive Retirement Plan and any successor or substitute plans thereto; (c) in lieu of shares of common stock of the Company (“Common Shares”) issuable upon exercise of outstanding options (“Options”) and stock appreciation rights (“SARs”), if any, granted to you under the Company’s stock incentive plans (which Options and SARs shall be cancelled upon the making of the payment referred to below), the Company shall pay to you, at the time specified in Subsection (v), a lump sum cash payment equal to the product of (1) the excess of the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the date of your Separation from Service (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) over the per share option price of each Option or SAR held by you (whether or not then fully exercisable), and (2) the number of Common Shares covered by each such Option or SAR; (d) in lieu of Common Shares issuable upon the lapse of restrictions, if any, granted to you under the Company’s stock incentive plans or any successor or substitute plan(s) thereto, the Company shall pay to you, at the time specified in Subsection (v), a lump sum cash payment equal to the product of (1) the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the date of your Separation from Service (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) or the highest per share price for Common Shares actually paid in connection with any Change in Control, whichever is greater (such price, the “Price”), and (2) the number of Common Shares granted to you subject to such restrictions; (1) in lieu of amounts that may otherwise be payable to you in equity at the end of a performance period in progress as of your termination, you shall receive, at the time specified in Subsection (v), a lump sum cash payment equal to the amount you would have been paid at a 100% target valuation, and (2) all stock-based awards granted to you under the Company’s stock incentive plans, other than those referred to in Section 4(iii)(c) or 4(iii)(d), above, whether or not vested, shall be cancelled, and you shall receive a lump sum cash payment equal to the product of (A) the number of shares subject to such cancelled awards and (B) the product of Price; (xf) the Company shall reimburse you for outplacement counseling and job search activities in an amount no greater than the lesser of 15% of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination salary and your target bonus award as in effect on the date of your Separation from Service or $50,000. To the extent these payments are subject to Code Section 409A, then such expenses must be incurred before the last day of the second taxable year following the taxable year in which your Separation from Service occurred, provided that any reimbursement for such expenses must be paid to you before your third taxable year following the taxable year in which your Separation from Service occurred. The Company shall also reimburse you for all legal fees and expenses incurred by you in contesting or disputing a termination under this Section 4(iii) or in seeking to obtain or enforce any right or benefit provided by this Agreement provided that all such reimbursements be made as soon as practicable but no later than March 15 of the year following the year in which any judgment or settlement is finalized. (at a payout factor of oneg) for a twenty-four month period after such termination, the fiscal Company shall arrange to provide you with life and health insurance benefits substantially similar to those which you were receiving immediately prior to the Notice of Termination. To the extent such benefits are subject to Code Section 409A, the benefits provided pursuant to this Subsection shall be treated as follows: (i) the amount of such benefits provided during one taxable year shall not affect the amount of such benefits provided in any other taxable year, except that to the extent such benefits consist of the reimbursement of expenses referred to in Section 105(b) of the Code, a limitation may be imposed on the amount of such reimbursements over some or all of the twenty-four month period, as described in Treasury Regulation Section1.409A-3(i)(iv)(B), (ii) to the extent that any such benefits consist of reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the Date expense was incurred and (iii) no such benefit may be liquidated or exchanged for another benefit. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this paragraph (g) if an equivalent benefit is actually received by you during the twenty-four month period following your termination, and any such benefit actually received by you shall be reported to the Company; (h) at the time specified in Subsection (v), the Company shall pay to you, in lieu of Termination amounts that may otherwise be payable to you under any bonus plan or cash incentive plan (a “Bonus Plan”), a lump sum cash payment equal to (1) your annual target bonus for the year in which the Change in Control occurs, and (y) multiplied by a fraction, (A) the numerator of which is equals the number of full or partial days in such annual performance period during which you were employed by the then current fiscal year through the Date of Termination, Company and (B) the denominator of which is 365 365, and (C2) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination. (iv) The payments provided for in Subsections (iii)(b), (c), (d), (e), (f) and (h) shall be made not later than the fifth day following your Separation from Service; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after your Separation from Service. In the event that the amount of any compensation previously deferred the estimated payments exceeds the amount subsequently determined to have been due, such excess shall be deemed to be paid in error and shall be payable on the fifth day after demand by you the Company (together with any accrued interest or earnings thereonat the rate provided in Section 1274(b)(2)(B) and any accrued vacation payof the Code). Notwithstanding anything herein to the contrary, in each case to the extent no previously payments provided for in Section 4(iii) are subject to Code Section 409A, if you are determined by the Company to be a Specified Key Employee, such amounts otherwise payable to you upon your Separation from Service shall be accumulated and paid to you on the date immediately after the expiration of the six-month period following your Separation from Service. For purposes of this Agreement, “Specified Key Employee” shall mean an employee who, at the time of his or her Separation from Service is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i). Specified Key Employees will be identified by the Company according to procedures adopted by the Board or the Compensation & Benefits Committee of the Board (the sum of “Committee”) applicable to all plans and agreements sponsored by the amounts described in clauses (A), (B), and (C) shall be hereinafter referred Company that are subject to as the "Accrued Obligations"); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs.Code Section 409A.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of If during the Company, you shall fail Protected Period Employee fails to perform your Employee's normal duties hereunder as a result of incapacity due to Disabilityphysical or mental illness, you Employee shall continue during the period of disability to receive your Employee's full base salary twice a month Base Salary at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue awards, deferred and to be paid during such period until your employment is terminated (andnon-deferred, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment payable during such period of Disability in disability under the amount equal Bonus Plan, less any amounts paid to Employee during such period of disability pursuant to the product Company's sick-leave or disability program until Employee's employment is terminated for Disability pursuant to Section 2(i) hereof. This Section 3(i) shall not reduce or impair Employee's rights to terminate his employment for Good Reason (to the extent such rights existed prior to such Disability) or with the consent of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was madeBoard as otherwise provided herein. (ii) If, after a Change in Control of If during the Company, your Protected Period Employee's employment shall be terminated for Cause, the Company shall pay you for your full base salary Employee's earned but unpaid Base Salary through the Date of Termination at the rate in effect at the time of Notice of Termination is given and the Company shall have no further obligations to you Employee under this Agreement, except those arising hereunder or under the terms of any Company benefit plans, prior to the Date of Termination. (iii) IfIf during the Protected Period the Company shall terminate Employee other than pursuant to Section 2(i) or 2(ii) hereof, within two years after a Change in Control or if during the Protected Period Employee shall terminate Employee's employment either for Good Reason or with the consent of the CompanyBoard, then, subject to Section 4 and the following provisions hereof, the Company shall terminate your employmentpay to Employee, other than pursuant to Paragraph 3(iin a single lump sum by certified or bank cashier's check within five days of such Date of Termination, the sum of the amounts specified in subparagraphs (A) or 3(iithrough (E) hereof or by reason of death, or if you below and also shall terminate your employment for Good Reasonprovide Employee the continued employee welfare benefits as provided in subparagraph (F) and the benefits in subparagraph (G) below: (A) The Company shall pay you as severance pay (and without regard an amount equal to the provisions of any benefit plan) in a lump sum in cash no more than 30 days following the Date of Termination, the following amounts: (x) three times the sum of (Ai) your accrued but unpaid base salary through Employee's Base Salary and (ii) the Date of Termination, bonus that Employee would receive using the Expected Value guideline percentage under the Bonus Plan (the "EV Bonus Amount"); (B) an amount equal to the product of (xi) the greater higher of your highest annual (a) the EV Bonus Amount or (b) the bonus earned in that the two most recent full fiscal years preceding Employee would receive under the Date Bonus Plan based on the performance of Termination and your target bonus award (at a payout factor of one) the Company for the then current fiscal year year, as of the date of the Change in which the Date of Termination occurs, Control and (yii) a fraction, the numerator of which is the number of days in the then current fiscal year through under the Bonus Plan that have elapsed on the Date of Termination and the denominator of which is 365; (C) an amount equal to that portion of Employee's Base Salary earned, but not paid, and vacation earned, but not taken, in each case, to the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation all other amounts previously deferred by you Employee or earned but not paid as of such date under all Company incentive or deferred compensation plans or programs; (together D) an amount, with respect to all outstanding unvested and unexercisable awards that have been granted Employee after a Change in Control under the Company's 1990 Stock Incentive Plan, 1995 Incentive Plan, and 1997 Incentive Plan or any accrued interest successor or earnings thereon) and any accrued vacation paysimilar stock compensation plan, in each case equal to the extent no previously paid (the sum of (i) the amounts described in clauses value of all such unvested (A), or unearned) shares of Performance Stock and Performance Units (B), determined as if all restrictions had lapsed and all performance goals had been achieved to the fullest extent) and (Cii) shall be hereinafter referred to the excess of the exercise price of each such unexercisable option and appreciation right over the closing price of the common shares of the Company stock on the Date of Termination as reported on the "Accrued Obligations"); andnational exchange on which the trading volume for such stock is highest; (yE) the an amount equal to one three times the value of the largest annual long term incentive grant or grants made to Employee during the three years prior to the Date of Termination. For purposes of this section, "long term incentive grant" shall mean an award of stock options, performance units, or other long term incentive awards and a half (1.5) times (orshall refer to the initial grant, not the vesting of the award. The value of such awards shall be the value as of the date they were granted. The Black-Scholes method of valuation shall be used in the case of deathstock options. The value of the other awards shall be their present value on the date of grant. The Executive Compensation Committee of the Board of Directors of the Company shall have the authority to determine the value of all such awards prior to the date of the Change in Control, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination any determination by them shall be final and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occursbinding.

Compensation During Disability or Upon Termination. (ia) If, after a Change in Control of During any period that the Company, you shall fail Executive fails to perform your his duties hereunder as a result of incapacity due to Disabilityphysical or mental illness ("Disability Period"), you the Executive shall continue to receive your his full base salary twice a month at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during for such period until your his employment is terminated (andpursuant to Section 6(b) hereof; provided that, payments so made to the Executive during the Disability Period shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any such payment under disability benefit plans of the Company maintains a Long Term Disability Planor under the Social Security disability insurance program, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject which amounts were not previously applied to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or reduce any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by payment. (b) a fraction (hereinafter If the "Partial Service Fraction"), the numerator of which Executive's employment is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Control of the Company, your employment shall be terminated for Causeby his death, the Company shall pay you any amounts due to the Executive under Section 5 through the date of his death in accordance with Section 11(b). (c) If the Executive's employment is terminated by the Company for your Cause or by the Executive for other than Good Reason, the Company shall pay the Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you the Executive under this Agreement. (iiid) If, within two years after a Change If (1) in Control breach of the Companythis Agreement, the Company shall terminate your employment, the Executive's employment other than for Disability pursuant to Paragraph 3(iSection 6(b) or 3(iifor Cause (it being understood that a purported termination for Disability pursuant to Section 6(b) hereof or for Cause which is disputed and finally determined not to have been proper shall be a termination by reason the Company in breach of death, this Agreement) or if you (2) the Executive shall terminate your his employment for Good Reason: (A) The Company shall pay you as severance pay (and without regard , then, subject to the provisions of any benefit plan) in a lump sum in cash no more than 30 days following the Date of TerminationSection 10 hereof, the following amountsCompany shall: (xi) pay the sum of (A) your accrued but unpaid Executive his full annual base salary through the Date of TerminationTermination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, (B) if any, to which the product Executive is entitled as of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award under any Benefit Plan at the time such payments are due; (at a payout factor ii) subject to the provisions of one) Section 9 hereof, in lieu of any further salary payments to the Executive for the fiscal year in which periods subsequent to the Date of Termination occursTermination, and pay as liquidated damages to the Executive an amount equal to the Executive's Cash Compensation (y) as defined below), times a fraction, fraction the numerator of which is the number of days months remaining in the then current fiscal year through term of the Date of TerminationAgreement, and the denominator of which is 365 twelve (12), such payment to be made in a lump sum in cash, on or before the fifth day following the Date of Termination; (iii) subject to the provisions of Section 9 hereof, arrange to provide the Executive for one (1) year (or such shorter period as Executive may elect), with disability, life, accident and health insurance substantially similar to those insurance benefits which Executive is receiving immediately prior to the Notice of Termination (Cincluding coverage for dependents at the same per person cost as the Executive is then paying); provided that, benefits otherwise receivable by Executive pursuant to this subsection 6 (d)(iii) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case shall be reduced to the extent no previously paid comparable benefits are actually received by the Executive during such one (1) year period following his termination (or such shorter period elected by the sum of the amounts described in clauses (A), (BExecutive), and (C) any such benefits actually received by Executive shall be hereinafter referred reported by him to the Company; (iv) subject to the provisions of Section 9 hereof, pay the Executive a benefit under the Premier Plan (or other long term incentive plan) as if he had terminated employment by reason of his retirement (without regard to whether the "Accrued Obligations")Executive has, and without deeming the Executive to have, reached his normal retirement age) and as if any remaining performance criteria and any time period of service requirement had been waived; and (yv) subject to the amount provisions of Section 9 hereof, pay to the Executive a single lump sum payment equal to one the excess of (x) over (y), where (x) is equal to the present lump sum value of the combined pension benefits that the Executive would receive under the Employees' Pension Plan (the "Pension Plan"), taking into account Article XV thereof, the Employee Benefits Restoration Plan (the "Restoration Plan") and a half providing supplemental pension benefits (1.5) times (orcollectively, the "Plans"), at his earliest benefit commencement date under the Pension Plan computed by increasing, in the case of deatheach Plan, one the number of years of credited service actually taken into account under each Plan as of the date of his termination of employment, or, if earlier, the termination of the Pension Plan, by two (12) timesyears, and (y) is equal to the present lump sum value of your annual base salary at the highest rate combined pension benefits actually payable to the Executive on his earliest benefit commencement date under the Pension Plan (taking into account Article XV thereof), the Restoration Plan and the Agreement based, in the case of each Plan, on the actual number of years of credited service actually taken into account under each Plan as of the date of his termination of employment, or, if earlier, the termination of the Pension Plan. The foregoing lump sum present value amount, shall be computed using the actuarial factors under the Pension Plan in effect during on the 12 months preceding date of the Date Executive's termination of Termination and employment or, if earlier, the greater termination of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occursPension Plan.

Compensation During Disability or Upon Termination. (i) If, after a Change in Change-in-Control of the Company, you shall fail to perform your duties hereunder as a result of incapacity due to Disability, you shall continue to receive your full base salary twice a month in regular installments in accordance with the Company’s usual payment practices at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Change-in-Control of the Company, your employment shall be terminated for Cause, the Company shall pay you for your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you under this Agreement.. Xxxx Xxxxx July 19, 2007 (iii) If, within two years after a Change in Change-in-Control of the Company, the Company shall terminate your employment by reason of your death or pursuant to Paragraph 3(i), the Company shall continue to pay you, or your heirs, successors or legal representatives, as the case may be, your full base salary in regular installments in accordance with the Company’s usual payment practices at the rate then in effect until twelve (12) months after the date of such death or Disability (less the amount of any payments made to you under any long-term disability plan of the Company) and (b) notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the date of death or Disability shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the date of death or Disability. The Company shall have no other liability or obligation under this Agreement to your executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through you. (iv) If, within two years after a Change-in-Control of the Company, you shall terminate your employment for Good Reason or the Company shall terminate your employment, other than by reason of your death or pursuant to Paragraph 3(i) or 3(ii) hereof or by reason of death, or if you shall terminate your employment for Good Reason:hereof, (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 thirty (30) days following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent no not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 twelve (12) months preceding the Date of Termination and the greater of your highest Xxxx Xxxxx July 19, 2007 annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of If during the Company, you shall fail Protected Period Employee fails to perform your Employee's normal duties hereunder as a result of incapacity due to Disabilityphysical or mental illness, you Employee shall continue during the period of disability to receive your Employee's full base salary twice a month Base Salary at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue awards, deferred and to be paid during such period until your employment is terminated (andnon-deferred, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment payable during such period of Disability in disability under the amount equal Bonus Plan, less any amounts paid to Employee during such period of disability pursuant to the product Company's sick-leave or disability program until Employee's employment is terminated for Disability pursuant to Section 2(i) hereof. This Section 3(i) shall not reduce or impair Employee's rights to terminate his employment for Good Reason (to the extent such rights existed prior to such Disability) or with the consent of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was madeBoard as otherwise provided herein. (ii) If, after a Change in Control of If during the Company, your Protected Period Employee's employment shall be terminated for Cause, the Company shall pay you for your full base salary Employee's earned but unpaid Base Salary through the Date of Termination at the rate in effect at the time of Notice of Termination is given and the Company shall have no further obligations to you Employee under this Agreement, except those arising hereunder or under the terms of any Company benefit plans, prior to the Date of Termination. (iii) IfIf during the Protected Period the Company shall terminate Employee other than pursuant to Section 2(i) or 2(ii) hereof, within two years after a Change in Control or if during the Protected Period Employee shall terminate Employee's employment either for Good Reason or with the consent of the CompanyBoard, then, subject to Section 4 and the following provisions hereof, the Company shall terminate your employmentpay to Employee, other than pursuant to Paragraph 3(iin a single lump sum by certified or bank cashier's check within five days of such Date of Termination, the sum of the amounts specified in subparagraphs (A) or 3(iithrough (E) hereof or by reason of death, or if you below and also shall terminate your employment for Good Reasonprovide Employee the continued employee welfare benefits as provided in subparagraph (F) below: (A) The Company shall pay you as severance pay (and without regard an amount equal to the provisions of any benefit plan) in a lump sum in cash no more than 30 days following the Date of Termination, the following amounts: (x) three times the sum of (Ai) your accrued but unpaid base salary through Employee's Base Salary and (ii) the Date of Termination, bonus that Employee would receive using the Expected Value guideline percentage under the Bonus Plan (the "EV Bonus Amount"); (B) an amount equal to the product of (xi) the greater higher of your highest annual (a) the EV Bonus Amount or (b) the bonus earned in that the two most recent full fiscal years preceding Employee would receive under the Date Bonus Plan based on the performance of Termination and your target bonus award (at a payout factor of one) the Company for the then current fiscal year year, as of the date of the Change in which the Date of Termination occurs, Control and (yii) a fraction, the numerator of which is the number of days in the then current fiscal year through under the Bonus Plan that have elapsed on the Date of Termination and the denominator of which is 365; (C) an amount equal to that portion of Employee's Base Salary earned, but not paid, and vacation earned, but not taken, in each case, to the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation all other amounts previously deferred by you Employee or earned but not paid as of such date under all Company incentive or deferred compensation plans or programs; (together D) an amount, with respect to all outstanding unvested and unexercisable awards that have been granted Employee after a Change in Control under the Company's 1990 Stock Incentive Plan, 1995 Incentive Plan, and 1997 Incentive Plan or any accrued interest successor or earnings thereonsimilar stock compensation plan, equal to the sum of (i) the value of all such unvested (or unearned) shares of Performance Stock and Performance Units (determined as if all restrictions had lapsed and all performance goals had been achieved to the fullest extent) and (ii) the excess of the exercise price of each such unexercisable option and appreciation right over the closing price of the common shares of the Company stock on the Date of Termination as reported on the national exchange on which the trading volume for such stock is highest; (E) an amount equal to three times the product of (A) the highest number of options granted Employee in any accrued vacation paygrant in the last three years, provided that if any such grant was intended to represent more than a single year's grant, the number shall be adjusted to equate to an annualized amount for purposes of this computation (it being understood that with respect to the stock option grant made on October 12, 1998, one-half of such grant is considered to be the annual grant for 1998 and one-half of such grant is considered to be the annual grant for 1999) and (B) the value of such options as of the date they were granted, using the Black-Scholes method of valuation (such value to be determined by the Executive Compensation Committee of the Board of Directors of the Company prior to the date of such Change in each case Control); (F) the Company shall at all times during the three year period following the Date of Termination (the "Continuation Period") maintain in full force and effect for the continued benefit of Employee and Employee's eligible dependents all life (including executive life), accidental death and dismemberment, and medical and dental insurance benefits available to Employee and Employee's eligible dependents by virtue of being an employee of the Company immediately prior to such termination, PROVIDED that Employee's continued participation is possible under the general terms and provisions of such plans and programs (or any successor thereto); PROVIDED, HOWEVER, if Employee retires on the Date of Termination or if Employee would have been eligible to retire within five years of the Date of Termination, Employee's participation shall continue in such group plans and programs to the extent no previously paid such group plans and programs provide benefits for retirees. In the event that participation by Employee in any such plan or program after the Date of Termination is barred pursuant to the terms thereof, the Company shall obtain at the Company's expense and without any additional cost or liability to the Employee comparable coverage under individual policies for Employee (and Employee's dependents). At the sum end of the amounts described in clauses Continuation Period (Aexcept as provided below with respect to COBRA benefits, if elected by Employee), the Company shall arrange to make available to Employee and his eligible dependents comparable insurance coverage by enabling Employee to convert Employee's coverage under the Company's group plans or programs to an individual policy for the benefit of Employee and Employee's eligible dependents, or to assume any individual policies obtained by the Company for Employee's benefit, with Employee paying the full premiums after the end of the Continuation Period. Nothing in this subparagraph (BF) shall operate to reduce, or be construed as reducing, Employee's (or a beneficiary's) group health plan continuation rights under COBRA in any manner and upon the end of the Continuation Period Employee (or Employee's beneficiary(ies)), and (C) if otherwise eligible, will be entitled to elect COBRA continuation coverage for the full period applicable as if that were Employee's termination date. In the event Employee becomes covered by another employer's group plan or programs as a result of Employee's employment during the Continuation Period, the Company's plans or programs shall be hereinafter referred liable for benefits only to as the "Accrued Obligations")extent such benefits are not covered by the subsequent employer's plans or programs; and (yG) the amount equal Company shall, at its sole expense as incurred, provide the Employee with outplacement services the scope and provider of which shall be selected by the Employee in his or her sole discretion. As a condition to one the receipt of any benefit under this Agreement, Employee must first execute and deliver to the Company a half (1.5) times (orrelease, substantially in the case form attached hereto as Attachment A, releasing the Company, its officers, directors, employees and agents from any and all claims and from any and all causes of deathaction of any kind or character that Employee may have arising out of Employee's employment with the Company or the termination of such employment, one but excluding (1i) timesany claims and causes of action that Employee may have arising under or based upon this Agreement, (ii) rights under stock-based incentive plans arising in connection with a change in control, (iii) rights under directors' and officers' indemnification insurance, and (iv) rights of indemnity under articles of incorporation, bylaws, contracts, law, or otherwise, (v) rights under Company-sponsored retirement plans, including, without limitation "401(k)" plans and "Rabbi trusts", and (vi) rights under the sum of your annual base salary at the highest rate in effect during the 12 months preceding the Date of Termination Company's "KEYSOP" (Key Executive Stock Option Plan) and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) arrangements for the fiscal year in which the Date of Termination occursdeferred compensation.

Compensation During Disability or Upon Termination. (i) If, after a Change in Change-in-Control of the Company, you shall fail to perform your duties hereunder as a result of incapacity due to Disability, you shall continue to receive your full base salary twice a month in regular installments in accordance with the Company’s usual payment practices at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Change-in-Control of the Company, your employment shall be terminated for Cause, the Company shall pay you for your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you under this Agreement. (iii) If, within two years twelve (12) months after a Change in Change-in-Control of the Company, the Company shall terminate your employment by reason of your death or pursuant to Paragraph 3(i), the Company shall continue to pay you, or your heirs, successors or legal representatives, as the case may be, your full base salary in regular installments in accordance with the Company’s usual payment practices at the rate then in effect until twelve (12) months after the date of such death or Disability (less the amount of any payments made to you under any long-term disability Xxxx X. Xxxxx December 18, 2007 plan of the Company) and (b) notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the date of death or Disability shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the date of death or Disability. The Company shall have no other liability or obligation under this Agreement to your executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through you. (iv) If, within twelve (12) months after a Change-in-Control of the Company, you shall terminate your employment for Good Reason or the Company shall terminate your employment, other than by reason of your death or pursuant to Paragraph 3(i) or 3(ii) hereof or by reason of death, or if you shall terminate your employment for Good Reason:hereof, (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 thirty (30) days following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent no not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 twelve (12) months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs.

Compensation During Disability or Upon Termination. (i) If, after a Change in Change-in-Control of the Company, you shall fail to perform your duties hereunder as a result of incapacity due to Disability, you shall continue to receive your full base salary twice a month in regular installments in accordance with the Company’s usual payment practices at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Change-in-Control of the Company, your employment shall be terminated for Cause, the Company shall pay you for your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you under this Agreement. (iii) If, within two years after a Change in Change-in-Control of the Company, the Company shall terminate your employment by reason of your death or pursuant to Paragraph 3(i), the Company shall continue to pay you, or your heirs, successors or legal representatives, as the case may be, your full base salary in regular installments in accordance with the Company’s usual payment practices at the rate then in effect until twelve (12) months after the date of such death or Disability (less the amount of any payments made to you under any long-term disability plan of Xxxx Xxxxxxx Page 6 August 3, 2007 the Company) and (b) notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the date of death or Disability shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the date of death or Disability. The Company shall have no other liability or obligation under this Agreement to your executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through you. (iv) If, within two years after a Change-in-Control of the Company, you shall terminate your employment for Good Reason or the Company shall terminate your employment, other than by reason of your death or pursuant to Paragraph 3(i) or 3(ii) hereof or by reason of death, or if you shall terminate your employment for Good Reason:hereof, (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 thirty (30) days following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent no not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 twelve (12) months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs.

Compensation During Disability or Upon Termination. (iviii) If, after a Change in Change-in-Control of the Company, you shall fail to perform your duties hereunder as a result of incapacity due to Disability, you shall continue to receive your full base salary twice a month in regular installments in accordance with the Company’s usual payment practices at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (iiix) If, after a Change in Change-in-Control of the Company, your employment shall be terminated for Cause, the Company shall pay you for your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you under this Agreement.. Name ___________________ (iiix) If, within two years twelve (12) months after a Change in Change-in-Control of the Company, the Company shall terminate your employment by reason of your death or pursuant to Paragraph 3(i), the Company shall continue to pay you, or your heirs, successors or legal representatives, as the case may be, your full base salary in regular installments in accordance with the Company’s usual payment practices at the rate then in effect until twelve (12) months after the date of such death or Disability (less the amount of any payments made to you under any long-term disability plan of the Company) and (b) notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the date of death or Disability shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the date of death or Disability. The Company shall have no other liability or obligation under this Agreement to your executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through you. (xi) If, within twelve (12) months after a Change-in-Control of the Company, you shall terminate your employment for Good Reason or the Company shall terminate your employment, other than by reason of your death or pursuant to Paragraph 3(i) or 3(ii) hereof or by reason of death, or if you shall terminate your employment for Good Reason:hereof, (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 thirty (30) days following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent no previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs.

Compensation During Disability or Upon Termination. (ia) If, after a Change in Control of During any period that the Company, you shall fail Executive fails to perform your his duties hereunder as a result of incapacity due to Disabilityphysical or mental illness ("Disability Period"), you the Executive shall continue to receive your his full base salary twice a month at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during for such period until your his employment is terminated (andpursuant to Section 6(b) hereof; provided that, payments so made to the Executive during the Disability Period shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any such payment under disability benefit plans of the Company maintains a Long Term Disability Planor under the Social Security disability insurance program, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject which amounts were not previously applied to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or reduce any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by payment. (b) a fraction (hereinafter If the "Partial Service Fraction"), the numerator of which Executive's employment is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Control of the Company, your employment shall be terminated for Causeby his death, the Company shall pay you any amounts due to the Executive under Section 5 through the date of his death in accordance with Section 11(b). (c) If the Executive's employment is terminated by the Company for your Cause or by the Executive for other than Good Reason, the Company shall pay the Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you the Executive under this Agreement. (iiid) If, within two years after a Change If (1) in Control breach of the Companythis Agreement, the Company shall terminate your employment, the Executive's employment other than for Disability pursuant to Paragraph 3(iSection 6(b) or 3(iifor Cause (it being understood that a purported termination for Disability pursuant to Section 6(b) hereof or for Cause which is disputed and finally determined not to have been proper shall be a termination by reason the Company in breach of death, this Agreement) or if you (2) the Executive shall terminate your his employment for Good Reason: (A) The Company shall pay you as severance pay (and without regard , then, subject to the provisions of any benefit plan) in a lump sum in cash no more than 30 days following the Date of TerminationSection 10 hereof, the following amountsCompany shall: (xi) pay the sum of (A) your accrued but unpaid Executive his full annual base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any Benefit Plan at the time such payments are due; (ii) subject to the provisions of Section 9 hereof, in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, pay as liquidated damages to the Executive an amount equal to two (B2) times the product Executive's Cash Compensation, such payment to be made in a lump sum in cash, on or before the fifth day following the Date of Termination; (iii) subject to the provisions of Section 9 hereof, arrange to provide the Executive for two (2) years (or such shorter period as Executive may elect), with disability, life, accident and health insurance substantially similar to those insurance benefits which Executive is receiving immediately prior to the Notice of Termination (including coverage for dependents at the same per person cost as the Executive is then paying); provided that, benefits otherwise receivable by Executive pursuant to this subsection 6 (d)(iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such two (2) year period following his termination (or such shorter period elected by the Executive), and any such benefits actually received by Executive shall be reported by him to the Company; (iv) subject to the provisions of Section 9 hereof, pay the Executive a benefit under the Premier Plan (or other long term incentive plan) as if he had terminated employment by reason of his retirement (without regard to whether the Executive has, and without deeming the Executive to have, reached his normal retirement age) and as if any remaining performance criteria and any time period of service requirement had been waived; and (v) subject to the provisions of Section 9 hereof, pay to the Executive a single lump sum payment equal to the excess of (x) over (y), where (x) is equal to the greater present lump sum value of your highest annual bonus earned the combined pension benefits Executive would receive under the Employees' Pension Plan (the "Pension Plan"), taking into account Article XV thereof, the Employee Benefits Restoration Plan (the "Restoration Plan") and providing supplemental pension benefits (collectively, the "Plans"), at his earliest benefit commencement date under the Pension Plan computed by increasing, in the case of each Plan, the number of years of credited service actually taken into account under each Plan as of the date of his termination of employment, or, if earlier, the termination of the Pension Plan, by two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one2) for the fiscal year in which the Date of Termination occursyears, and (y) a fractionis equal to the present lump sum value of the combined pension benefits actually payable to the Executive on his earliest benefit commencement date under the Pension Plan (taking into account Article XV thereof), the numerator of which is the number of days in the then current fiscal year through the Date of Termination, Restoration Plan and the denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent no previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (y) the amount equal to one and a half (1.5) times (orAgreement based, in the case of deatheach Plan, one (1) times) on the actual number of years of credited service actually taken into account under each Plan as of the date of his termination of employment, or, if earlier, the termination of the Pension Plan. The foregoing lump sum of your annual base salary at present value amount, shall be computed using the highest rate actuarial factors under the Pension Plan in effect during on the 12 months preceding date of the Date Executive's termination of Termination and employment or, if earlier, the greater termination of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occursPension Plan.

Compensation During Disability or Upon Termination. (i) If, after a Change in Change-in-Control of the Company, you shall fail to perform your duties hereunder as a result of incapacity due to Disability, you shall continue to receive your full base salary twice a month in regular installments in accordance with the Company’s usual payment practices at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Change-in-Control of the Company, your employment shall be terminated for Cause, the Company shall pay you for your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you under this Agreement. (iii) If, within two years twelve (12) months after a Change in Change-in-Control of the Company, the Company shall terminate your employment by reason of your death or pursuant to Paragraph 3(i), the Company shall continue to pay you, or your heirs, successors or legal representatives, as the case may be, your full base salary in regular installments in accordance with the Company’s usual payment practices at the rate then in effect until twelve (12) months after the date of such death or Disability (less the amount of any payments made to you under any long-term disability Xxxxxx Xxxxxxx December 18, 2007 plan of the Company) and (b) notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the date of death or Disability shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the date of death or Disability. The Company shall have no other liability or obligation under this Agreement to your executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through you. (iv) If, within twelve (12) months after a Change-in-Control of the Company, you shall terminate your employment for Good Reason or the Company shall terminate your employment, other than by reason of your death or pursuant to Paragraph 3(i) or 3(ii) hereof or by reason of death, or if you shall terminate your employment for Good Reason:hereof, (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 thirty (30) days following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent no not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 twelve (12) months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of If during the Company, you shall fail Termination Period Employee fails to perform your Employee's normal duties hereunder as a result of incapacity due to Disabilityphysical or mental illness, you Employee shall continue during the period of disability to receive your Employee's full base salary twice a month at the rate then in effect Base Salary and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue awards, deferred and to be paid during such period until your employment is terminated (andnondeferred, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment payable during such period of Disability in disability under the amount equal Bonus Plan, less any amounts paid to Employee during such period of disability pursuant to the product of (aCompany's disability or sick-leave program(s) the amount awarded until Employee's employment is terminated for Disability pursuant to you under such Plan Section 3(i) hereof. This Section 4(i) shall not reduce or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended impair Employee's rights to terminate his employment for which an award was madeGood Reason as otherwise provided herein. (ii) If, after a Change in Control of If during the Company, your Termination Period Employee's employment shall be terminated for Cause, the Company shall pay you for your full base salary Employee's earned but unpaid Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you Employee under this Agreement. (iii) If, within two years after a Change in Control of If during the Company, Termination Period the Company shall terminate your employment, Employee other than pursuant to Paragraph Section 3(i) or 3(ii) hereof or by reason of deathhereof, or if you during the Termination Period Employee shall terminate your Employee's employment for Good Reason, then the Company shall pay to Employee, by wire transfer or certified or bank cashier's check, the amounts (and at the time or times) specified in subparagraphs A through C below and shall provide Employee the continued welfare benefits as provided in subparagraph D below: (A) The Company shall pay you as severance pay (and without regard to beginning with the provisions first of any benefit plan) in a lump sum in cash no more than 30 days the month coincident with or next following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target continuing for each month (or part thereof) during the Termination Period or until Employee's death, if earlier, (the "Employment Period") an amount equal to 1/12th of Employee's Base Salary, reduced by the amount(s), if any, of monthly base salary paid to Employee by another employer for that month or net earnings from self-employment received by Employee that month; (B) within 15 business days of (1) the close of each annual bonus award period under the Bonus Plan (at a payout factor for purposes of one) this subparagraph (B), the Bonus Plan, if in existence on the date of the change in control of the Company, shall be deemed to have been continued for the fiscal year entire Employment Period, regardless of whether it is terminated following such change in which control) ending coincident with or subsequent to the Date of Termination occursand prior to or coincident with the end of the Employment Period, an amount equal to the Bonus Amount and (y2) the end or the Employment Period, if the end of the Employment Period does not coincide with the end of an annual bonus period, an amount equal to the product of the Bonus Amount and a fraction, fraction the numerator of which is the number of days in from the then current fiscal year through end of the Date of Termination, immediately preceding annual bonus period and the denominator of which is 365 and 365, reduced by the amount of bonus paid to Employee for such bonus period(s) by another employer; (C) within 15 business day after the Date of Termination, an amount equal to that portion of any compensation Employee's Base Salary earned, and vacation pay vested for the prior year and accrued for the current year, to the Date of Termination but not paid, and all other amounts previously deferred by you (together with any accrued interest Employee or earnings thereon) and any accrued vacation pay, in each case to the extent no previously earned but not paid (the sum as of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations")such date under all Company bonus or pay plans or programs; and (yD) the Company shall maintain in full force and effect for the continued benefit of Employee and his dependents for the Employment Period all group life, accidental death and dismemberment, long-term disability and health benefits available to Employee and his dependents by virtue of being an employee of the Company as of the Date of Termination, provided that Employee's continued participation is possible under the general terms and provisions of such plans and programs, and provided further that Employee pays the regular active employee contribution, if any, required by such programs. In the event that participation by Employee in any such plan or program after the Date of Termination is barred pursuant to the terms thereof, the Company shall obtain comparable coverage under individual insurance policies with Employee paying an amount equal of the premium not greater than that which he would have been required to one pay under the Company's group program. At the end of the Employment Period, which end shall be treated by the Company as the beginning of Employee's COBRA continuation period for all purposes, the Company shall arrange to make available to Employee and a half (1.5) times his dependents comparable insurance coverage by taking all action necessary to enable Employee to convert his coverage under the group plans or programs to an individual insurance policy for the benefit of Employee and his dependents, or to assume any individual insurance policies, with Employee paying the full premiums after the end of the Employment Period (or, with respect to any group health plan under which Employee has elected COBRA continuation coverage, after the end of such COBRA continuation period); provided, however, if Employee retires on the Date of Termination, Employee's participation shall continue in such group plans and programs to the case of death, one (1) times) extent such group plans and programs provide benefits for retirees. In the sum of your annual base salary at the highest rate in effect event Employee becomes covered by another employer's group plan or programs during the 12 months preceding Employment Period, the Company's plans or programs shall be liable for benefits only to the extent such benefits are not covered by the subsequent employer's plans or programs. Notwithstanding anything herein to the contrary, if Employee's continued coverage under any health plan of the Company that is self-insured results in Employee being taxed on such coverage or benefits received thereunder, the Company shall make employee "whole" on an after-tax basis for the consequences of such coverage or benefits under such plan. (iv) Subject to Section 5 below, if during the Alternative Termination Period the Company shall terminate Employee other than pursuant to Section 3(i) or Section 3(ii) hereof, or if during the Alternative Termination Period Employee shall terminate Employee's employment for Good Reason, then the Company shall pay to Employee, by wire transfer or certified or bank cashiers check, beginning with the first of the month coincident with or next following the Date of Termination and continuing until April 30, 2000 or Employee's death, if earlier (the greater "Continuation Period"), an amount equal to 1/12th of your highest annual bonus earned in Employee's Base Salary, reduced by the two most recent full fiscal years preceding the Date amount(s), if any, of Termination and your target bonus award (at a payout factor of one) monthly base salary paid to Employee by another employer for the fiscal year in which the Date of Termination occursthat month or net earnings from self-employment received by Employee that month.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of during the CompanyProtected Period, you shall fail Employee fails to perform your Employee's normal duties hereunder as a result of incapacity due to Disability, you Employee shall continue during the period of such disability to receive your Employee's full base salary twice a month at the rate then in effect Base Salary and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue awards, deferred and to be paid nondeferred, payable during such period until your employment is terminated (and, if under the Company maintains a Long Term Disability Bonus Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject less any amounts paid to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment Employee during such period of Disability in the amount equal disability pursuant to the product of (aCompany's short term disability or sick-leave program(s) the amount awarded until Employee's employment is terminated as provided herein or such Disability ends. This Section 4(i) shall not reduce or impair Employee's rights to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) terminate employment for a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was madeGood Reason as otherwise provided herein. (ii) If, after a Change in Control of during the CompanyProtected Period, your Employee's employment shall be terminated (x) by the Company for Cause, (y) by Employee's death, or (z) by Employee other than for a Good Reason, the Company shall pay you for your full base salary Employee 's earned but unpaid Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you Employee under this Agreement. (iiii) If, within two years after during the Protected Period, (1) the Company shall terminate Employee other than for Cause or Disability or (2) Employee shall terminate Employee's employment for a Change in Control of the CompanyGood Reason, then subject to subparagraph (v) below, the Company shall terminate your employmentpay to Employee, other than pursuant to Paragraph 3(i) by certified or 3(ii) hereof bank cashier's check or by reason of death, or if you shall terminate your employment for Good Reason: (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 wire transfer within five business days following after the Date of Termination, the following amounts: an amount equal to: (xA) twice the sum of Employee's Base Salary and Bonus Amount; plus (AB) your that portion of Employee's Base Salary earned, and vacation pay vested for the prior year and accrued but unpaid base salary through for the current year to the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occursbut not paid or used, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation all other amounts previously deferred by you Employee or earned but not paid as of such date under all Company bonus or pay plans or programs. (together ii) If any payment due under the terms of this Agreement is not timely made or otherwise withheld by the Company, its successors or assigns, interest shall accrue on such payment at the highest maximum legal rate permissible under applicable law from the date such payment first became due through the date of payment thereof. (iii) It is the intent of the parties hereto that, notwithstanding any provision of this Agreement to the contrary, in the event any payment to be made to or on behalf of Employee pursuant to this Agreement , when aggregated with any accrued interest other payments and benefits to or earnings thereon) and any accrued vacation payon behalf of Employee outside of this Agreement , in each case to would constitute an "excess parachute payment", within the extent no previously paid (the sum meaning of Section 280G of the amounts described Internal Revenue Code of 1986, as amended, Employee shall elect (absent an Employee election, the Company shall elect) which payment(s) and/or benefit(s) will be reduced in clauses (A)whole or in part so that no part of the payments received hereunder will constitute excess parachute payments. However, (B), and (Cany such reduction(s) shall be hereinafter referred to as made only if by reason of such reduction(s) Employee's net after-tax benefit, after such reductions, shall exceed Employee's net after-tax benefit if such reduction(s) were not made. The determination of whether any amount or benefit would be an "excess parachute payment" shall be made by an independent certified public accounting firm mutually agreed upon by the "Accrued Obligations"); and (y) Company and Employee. The costs of obtaining such determination shall be borne solely by the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occursCompany.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of If during the Company, you shall fail Termination Period Employee fails to perform your Employee's normal duties hereunder as a result of incapacity due to Disabilityphysical or mental illness, you Employee shall continue during the period of disability to receive your Employee's full base salary twice a month at the rate then in effect Base Salary and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue awards, deferred and to be paid during such period until your employment is terminated (andnondeferred, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment payable during such period of Disability in disability under the amount equal Bonus Plan, less any amounts paid to Employee during such period of disability pursuant to the product of (aCompany's disability or sick-leave program(s) the amount awarded until Employee's employment is terminated for Disability pursuant to you under such Plan Section 3(i) hereof. This Section 4(i) shall not reduce or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended impair Employee's rights to terminate his employment for which an award was madeGood Reason as otherwise provided herein. (ii) If, after a Change in Control of If during the Company, your Termination Period Employee's employment shall be terminated for Cause, the Company shall pay you for your full base salary Employee's earned but unpaid Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you Employee under this Agreement. (iii) If, within two years after a Change in Control of If during the Company, Termination Period the Company shall terminate your employment, Employee other than pursuant to Paragraph Section 3(i) or 3(ii) hereof or by reason of deathhere-of, or if you during the Termination Period Employee shall terminate your Employee's employment for Good Reason, then the Company shall pay to Employee, by certifies or bank cashier's check, the amounts (and at the time or times) specified in subparagraphs A through C below and shall provide Employee the continued welfare benefits as provided in subparagraph D below: (A) The Company shall pay you as severance pay (and without regard to beginning with the provisions first of any benefit plan) in a lump sum in cash no more than 30 days the month coincident with or next following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target continuing for each month (or part thereof) during the Termination Period or until Employee's death, if earlier, (the "Employment Period") an amount equal to 1/12th of Employee's Base Salary, reduced by the amount(s), if any, of (a) monthly base salary paid to Employee by another employer for that month or net earnings from self-employment received by Employee that month and (b) monthly retirement benefit, if any, paid to Employee by the Company for that month pursuant to the Executive Retirement Agreement entered into by and between the Company and Employee and dated as of May 1, 1991; (B) within 15 business days of (1) the close of each annual bonus award period under the Bonus Plan (at a payout factor for 'purposes of one) this subparagraph (B), the Bonus Plan, if in existence on the date of the change in control of the Company, shall be deemed to have been continued for the fiscal year entire Employment Period, regardless of whether it is terminated following such change in which control) ending coincident with or subsequent to the Date of Termination occursand prior to or coincident with the end of the Employment Period, an amount equal to the Bonus Amount and (y2) the end of the Employment Period, if the end of the Employment Period does not coincide with the end of an annual bonus period, an amount equal to the product of the Bonus Amount and a fraction, fraction the numerator of which is the number of days in from the then current fiscal year through end of the Date of Termination, immediately preceding annual bonus period and the denominator of which is 365 and 365, reduced by the amount of bonus paid to Employee for such bonus period(s) by another employer; (C) within 15 business day after the Date of Termination, an amount equal to that portion of any compensation Employee's Base Salary earned, and vacation pay vested for the prior year and accrued for the current year, to the Date of Termination but not paid, and all other amounts previously deferred by you (together with any accrued interest Employee or earnings thereon) and any accrued vacation pay, in each case to the extent no previously earned but not paid (the sum as of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations")such date under all Company bonus or pay plans or programs; and (yD) the amount equal Company shall maintain in full force and effect for the continued benefit of Employee and his dependents for the Employment Period all group life, accidental death and dismemberment, long-term disability and health benefits available to one Employee and a half (1.5) times (orhis dependents by virtue of being an employee of the Company as of the Date of Termination, provided that Employee's continued participation is possible under the general terms and provisions of such plans and programs, and provided further that Employee pays the regular active employee contribution, if any, required by such programs. In the event that participation by Employee in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months preceding any such plan or program after the Date of Termination is barred pursuant to the terms thereof, the Company shall obtain comparable coverage under individual insurance policies with Employee paying an amount of the premium not greater than that which he would have been required to pay under the Company's group program. At the end of the Employment Period, the Company shall arrange to make available to Employee and his dependents comparable insurance coverage by taking all action necessary to enable Employee to convert his coverage under the greater group plans or programs to an individual insurance policy for the benefit of your highest annual bonus earned in Employee and his dependents, or to assume any individual insurance policies, with Employee paying the two most recent full fiscal years preceding premiums after the end of the Employment Period (or, with respect to any group health plan under which Employee has elected COBRA continuation coverage, if later, after the end of such COBRA continuation period); provided, however, if Employee retires on the Date of Termination Termination, Employee's participation shall continue in such group plans and your target bonus award programs to the extent such group plans and programs provide benefits for retirees. In the event Employee becomes covered by another employer's group plan or programs during the Employment Period, the Company's plans or programs shall be liable for benefits only to the extent such benefits are not covered by the subsequent employer's plans or programs. Further, the above provisions concerning continued group health plan coverage or benefits (at a payout factor of oneother than mandated COBRA rights) for shall not be applicable if Employee is entitled to continued health benefits pursuant to the fiscal year in which the Date of Termination occursExecutive Retirement Agreement.

Compensation During Disability or Upon Termination. (i) If, after Following a Change in Control of the CompanyControl, you shall will be entitled to the following during a period of Disability or upon termination of your employment, as the case may be, provided that such period of Disability or termination of employment occurs during the term of this Agreement: o During any period that you fail to perform your full-time duties hereunder with the Corporation as a result of incapacity due to Disabilityphysical or mental illness, you shall will continue to receive your full base salary twice a month at the rate then in effect and at the commencement of any awards such period, together with all compensation payable to you under the Executive/Senior Management Variable Compensation Plan Corporation’s disability plan or any successor program or other similar plan shall continue to accrue and to be paid during such period period, until this Agreement is terminated pursuant to §4(b) above. Thereafter, or in the event your employment is terminated (andby reason of your death, if your benefits will be determined under the Company maintains a Long Term Disability PlanCorporation’s retirement, you shall be eligible for coverage thereunder insurance and other compensation programs then in effect in accordance with the terms thereof and subject to of such programs. o If your employment is terminated by the satisfaction of all applicable conditions, including without limitationCorporation for Cause or by you other than for Good Reason, the timely filing of a notice of claim); provided, however, in the event the Company makes no interim individual accruals for the Executive/Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction"), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Control of the Company, your employment shall be terminated for Cause, the Company shall Corporation will pay you for your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given given, plus all other amounts or benefits to which you are entitled under any Compensation Plan of the Corporation then in effect, and the Company Corporation shall have no further obligations to you under this Agreement. (iii) If. o If your employment is terminated by you for Good Reason or by the Corporation other than for Cause or Disability, within two years after provided such termination occurs during the term of this Agreement and either following a Change in Control of the Companyor within 90 days prior to a Change in Control, the Company shall terminate your employment, other than pursuant to Paragraph 3(i) or 3(ii) hereof or by reason of death, or if then you shall terminate your employment for Good Reason: (A) The Company shall pay you as severance pay (and without regard will be entitled to the provisions following: (i) the Corporation will pay to you your full base salary through the Date of any benefit plan) Termination at the rate in a lump sum in cash effect at the time Notice of Termination is given, no more later than 30 days the fifth day following the Date of Termination, the following amounts: (xii) the sum in lieu of (A) your accrued but unpaid base any further salary through payments or bonus payments to you for periods subsequent to the Date of Termination, the Corporation will pay as severance pay to you, at the time specified in §5(e) below, a lump sum severance payment equal to three times the amount of your annual salary as in effect as of your Date of Termination (Bwithout regard to any attempted or purported termination or reduction of such salary), (iii) your rights under the Retirement Plans will be governed by the terms of those respective plans, (iv) the product Corporation will pay to you all legal fees and expenses incurred by you as a result of such termination (xincluding all such fees and expenses, if any, reasonably incurred in contesting or disputing by arbitration or otherwise, any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code, to any payment or benefit provided hereunder) and (v) for a two year period after such termination, the greater of your highest annual bonus earned Corporation will arrange to provide you with benefits substantially similar to those which you were receiving or entitled to receive under the Corporation’s life, disability, accident and group health insurance plans or any similar plans in the two most recent full fiscal years preceding which you were participating immediately prior to the Date of Termination and your target bonus award (“Welfare Plan Benefits”) at a payout factor cost to you which is no greater than that cost to you in effect at the Date of oneTermination; provided, however, that to the extent any such coverage is prohibited by any judicial or legislative authority, the Corporation shall make alternative arrangements to provide you with Welfare Plan Benefits, including, but not limited to, providing you with a payment in an amount equal to your cost of purchasing the Welfare Plan Benefits. Benefits otherwise receivable by you pursuant to clause (v) above shall be reduced to the extent comparable benefits are actually received on your behalf during the two year period following your termination, and such benefits actually received by you shall be reported to the Corporation. o If any payments under this Agreement or any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms of this agreement or any other plan, arrangement or agreement with the Corporation, or any Affiliate of the Corporation) (the “Severance Payments”), will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed), the Corporation will pay at the time specified below an additional amount (the “Gross-Up Payment”), such that the net amount retained by you, after deduction of any Excise Tax on the Severance Payments and any federal, state and local income tax and Excise Tax upon the payment provided for by this §5(d), shall be equal to the fiscal Severance Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all Severance Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Corporation’s independent auditors and acceptable to you such Severance Payments (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Severance Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (1) the total amount of the Severance Payments or (2) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (i) above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Corporation’s independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at your highest marginal rate of federal income taxation in the calendar year in which the Date Gross-Up Payment is to be made and state and local income taxes at your highest marginal rate of Termination occurs, and (y) a fraction, the numerator of which is the number of days taxation in the then current fiscal year through state and locality of your residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the denominator event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of your employment, you will repay to the Corporation at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code (the “Applicable Rate”). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of your employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Corporation will make an additional Gross-Up Payment in respect of such excess (plus any interest payable with respect to such excess at the Applicable Rate) at the time that the amount of such excess is 365 finally determined. Any payment to be made to you under this §5(d) will be payable within five days of your Date of Termination. o The payments provided for in §5(c)(i)(2) and §5(c)(ii) above will be made not later than the fifth day following the Date of Termination; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Corporation will pay to you on such day an estimate, as determined in good faith by the Corporation, of the minimum amount of such payments and will pay the remainder of such payments (Ctogether with interest at the Applicable Rate) as soon as the amount thereof can be determined but in no event later than 30 days after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Corporation to you, payable on the fifth day after demand by the Corporation (together with interest at the Applicable Rate). o Except as required in §5(c)(v) above, you shall not be required to mitigate the amount of any payment provided for in this §5 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this §5 be reduced by any compensation previously deferred earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Corporation, or otherwise; provided, however, that if during the one year period subsequent to your Date of Termination, you directly compete with the Corporation by making use of trade secrets or other proprietary knowledge you obtained while employed by the Corporation in violation of the commitment to protect such proprietary or trade secret information set forth in the Employment Agreement (together with any accrued interest or earnings thereon) and any accrued vacation paydetermined without regard to the termination of the Employment Agreement pursuant to §12 below), in each case all income earned as a result of such use of information shall be remitted to the Corporation to the extent no previously paid (payments were made to you under this §5. o The provisions of this §5 shall survive the sum termination of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occursthis Agreement.

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of the Company, you shall fail to perform your duties hereunder as a result of incapacity due to Disabilityphysical or mental illness, you shall continue to receive your full base salary twice a month at the rate then in effect and any awards under the Executive/Executive and Senior Management Variable Compensation Incentive Plan or any successor plan shall continue to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall and for any longer period as may be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all provided under applicable conditions, including without limitation, the timely filing of a notice of claimplans); provided, however, in the event the Company makes no interim individual accruals for the Executive/Executive and Senior Management Variable Compensation Plan or any successor plan in respect of any period for which no award has been made under such Plan because of such termination of this Agreement or of employment, you shall receive payment during such period of Disability in the amount equal to the product of (a) the amount awarded to you under such Plan or any successor plan during the period most recently ended, multiplied by (b) a fraction (hereinafter the "Partial Service Fraction""), the numerator of which is the whole and partial months of service completed in the current period, and the denominator of which is the number of months in the period most recently ended for which an award was made. (ii) If, after a Change in Control of the Company, your employment shall be terminated for Cause, the Company shall pay you for your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you under this Agreement. (iii) If, within two years after a Change in Control of if the Company, the Company shall terminate your employment, other than pursuant to Paragraph paragraph 3(i), 3(ii) or 3(ii3(iii) hereof or by reason of death, or if you shall terminate your employment for Good Reason:Reason or you shall be entitled to payments pursuant to paragraph 6, then (A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than 30 days on the fifth day following the Date of Termination, the following amounts: (x) the sum of (A) your accrued but unpaid base salary through the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent no previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (y) the amount equal to one and a half (1.5) times (or, in the case of death, one (1) times) the sum of your annual base salary at the highest rate in effect during the 12 months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs.