Common use of Compensation on Termination Clause in Contracts

Compensation on Termination. (a) If the term of Executive’s employment hereunder is terminated pursuant to Section 4.01 hereof, Company shall pay to the executors or administrators of Executive’s estate or Executive’s heirs or legatees (as the case may be) all compensation accrued and unpaid up to the date of Executive’s death. (b) If the term of Executive’s employment hereunder is terminated pursuant to Section 4.02, 4.04, 4.05, or 4.07(c) hereof, Company shall (i) pay to Executive all compensation accrued and unpaid up to the effective date of termination; (ii) pay to Executive additional compensation in an amount equal to twelve (12) months of compensation at the Annual Salary rate then in effect, payable in accordance with the Payroll Policies; and (iii) maintain, at Company’s expense, in full force and effect, for Executive’s continued benefit until the earlier of (x) twelve (12) months after the effective date of termination or (y) commencement of Executive’s benefits pursuant to full time employment with a new employer under such employer’s standard benefits program, all life insurance, medical, health and accident, and disability plans or programs, in which Executive was entitled to participate immediately prior to the effective date of termination; provided, that Executive’s continued participation is permissible under the general terms and provisions of such plans or programs and provided further, that Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to Company’s employees. In the event that Executive’s participation in any such plan or program is prohibited, Company shall arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such plans or programs. Any amounts paid by Company to Executive under (i) and (ii) above may be reduced, in the case of termination pursuant to Section 4.02, by the amount which Executive is entitled to receive under the terms of Company’s long-term disability insurance policy for senior executives as and if in effect at the effective date of termination. Any payments made pursuant to this Section 4.07 shall be reduced by such amounts as are required by law to be withheld or deducted. (c) Notwithstanding any provision herein to the contrary, if Executive is terminated by Company without Cause, or Executive terminates Executive’s employment for Good Reason, within twelve (12) months of a Change in Control (as defined herein) which occurs after the Effective Time, Executive shall be entitled to the payments and benefits set forth in Section 4.07(b). For purposes hereof, a “Change in Control” shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a “Group”), who prior to such time beneficially owned less than 50% of the then outstanding capital stock of Company or Parent, shall acquire shares of Company’s or Parent’s capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or group and affiliates beneficially own 50% or more of Company’s or Parent’s outstanding capital stock, or (ii) Company or Parent shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of Company or Parent. (d) The compensation rights provided for Executive in this Section 4.07 shall be Executive’s sole and exclusive remedies with respect to Section 4.01, 4.02, 4.04, 4.05, or 4.07(c) hereof, and Executive, the executors or administrators of Executive’s estate or Executive’s heirs or legatees (as the case may be) shall not be entitled to any other compensation, damages or relief in connection therewith.

Compensation on Termination. (a) If the term of the Executive’s 's employment hereunder is terminated pursuant to Section 4.01 hereof, the Company shall pay to the executors or administrators of the Executive’s 's estate or the Executive’s 's heirs or legatees (as the case may be) all compensation accrued and unpaid up to the date of the Executive’s 's death. (b) If the term of the Executive’s 's employment hereunder is terminated pursuant to Section Sections 4.02, 4.04, 4.05, 4.04 or 4.07(c4.06(c) hereof, Company the Executive shall (i) pay be entitled to Executive receive all compensation accrued and unpaid up to the effective date of termination; (ii) pay to Executive , plus additional compensation in an amount equal to twelve (12) months of compensation at the Annual Salary rate then in effect, payable paid in accordance with the Payroll Policies; , less, in the case of termination pursuant to said Section 4.02, the amount which the Executive is entitled to receive under the terms of the Company's long-term disability insurance policy for key executives as and (iii) if in effect at the time of termination. Any payments made pursuant to this Section 4.06 shall be reduced by such amounts as are required by law to be withheld or deducted. In addition, the Company shall maintain, at the Company’s 's expense, in full force and effect, for the Executive’s 's continued benefit until the earlier of (x) twelve (12) months after the effective date of termination or (y) commencement of the Executive’s 's benefits pursuant to full time employment with a new employer under such employer’s 's standard benefits program, all life insurance, medical, health and accident, and disability plans or programs, in which the Executive was entitled to participate immediately prior to the effective date of termination; provided, that the Executive’s 's continued participation is permissible under the general terms and provisions of such plans or programs and provided further, that the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the Company’s 's employees. In the event that the Executive’s 's participation in any such plan or program is prohibited, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans or programs. Any amounts paid by Company to Executive under (i) and (ii) above may be reduced, in the case of termination pursuant to Section 4.02, by the amount which Executive is entitled to receive under the terms of Company’s long-term disability insurance policy for senior executives as and if in effect at the effective date of termination. Any payments made pursuant to this Section 4.07 shall be reduced by such amounts as are required by law to be withheld or deducted. (c) Notwithstanding any provision herein to the contrary, if the Executive is terminated by Company without Cause, or Executive terminates Executive’s employment for Good Reason, within twelve (12) months of a Change in Control (as defined herein) which occurs after the Effective Time, the Executive shall be entitled to the payments and benefits set forth in Section 4.07(b4.06(b). For purposes hereof, a “"Change in Control” " shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a “"Group”"), who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company or Parent, shall acquire shares of the Company’s 's or Parent’s 's capital stock in one or more transactions or series of transactions, ,including by merger, and after such transaction or transactions such person or group and affiliates beneficially own 50% or more of the Company’s 's or Parent’s 's outstanding capital stock, or (ii) the Company or Parent shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the Company or Parent. (d) The compensation rights provided for the Executive in this Section 4.07 4.06 shall be the Executive’s 's sole and exclusive remedies with respect to Section 4.01, 4.02, 4.04, 4.05, or 4.07(c) hereofin the event of a breach of this Agreement by the Company, and the Executive, the executors or administrators of the Executive’s 's estate or the Executive’s 's heirs or legatees (legatees, as the case may be) , shall not be entitled to any other compensation, damages or relief in connection therewithrelief.

Compensation on Termination. (a) If the term of Executive’s 's employment hereunder is terminated pursuant to Section 4.01 hereof, Company shall pay to the executors or administrators of Executive’s 's estate or Executive’s 's heirs or legatees (as the case may be) all compensation accrued and unpaid up to the date of Executive’s 's death. (b) If the term of Executive’s 's employment hereunder is terminated pursuant to Section 4.02, 4.04, 4.05, or 4.07(c) hereof, Company shall (i) pay to Executive all compensation accrued and unpaid up to the effective date of termination; (ii) pay to Executive additional compensation in an amount equal to twelve (12) months of compensation at the Annual Salary rate then in effect, payable in accordance with the Payroll Policies; and (iii) maintain, at Company’s 's expense, in full force and effect, for Executive’s 's continued benefit until the earlier of (x) twelve (12) months after the effective date of termination or (y) commencement of Executive’s 's benefits pursuant to full time employment with a new employer under such employer’s 's standard benefits program, all life insurance, medical, health and accident, and disability plans or programs, in which Executive was entitled to participate immediately prior to the effective date of termination; provided, that Executive’s 's continued participation is permissible under the general terms and provisions of such plans or programs and provided further, that Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to Company’s 's employees. In the event that Executive’s 's participation in any such plan or program is prohibited, Company shall arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such plans or programs. Any amounts paid by Company to Executive under (i) and (ii) above may be reduced, in the case of termination pursuant to Section 4.02, by the amount which Executive is entitled to receive under the terms of Company’s 's long-term disability insurance policy for senior executives as and if in effect at the effective date of termination. Any payments made pursuant to this Section 4.07 shall be reduced by such amounts as are required by law to be withheld or deducted. (c) Notwithstanding any provision herein to the contrary, if Executive is terminated by Company without Cause, or Executive terminates Executive’s his employment for Good Reason, within twelve (12) months of a Change in Control (as defined herein) which occurs after the Effective Time, Executive shall be entitled to the payments and benefits set forth in Section 4.07(b). For purposes hereof, a “"Change in Control” " shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a “"Group”"), who prior to such time beneficially owned less than 50% of the then outstanding capital stock of Company or Parent, shall acquire shares of Company’s 's or Parent’s 's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or group and affiliates beneficially own 50% or more of Company’s 's or Parent’s 's outstanding capital stock, or (ii) Company or Parent shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of Company or Parent. (d) The compensation rights provided for Executive in this Section 4.07 shall be Executive’s 's sole and exclusive remedies with respect to Section 4.01, 4.02, 4.04, 4.05, or 4.07(c) hereof, and Executive, the executors or administrators of Executive’s 's estate or Executive’s 's heirs or legatees (as the case may be) shall not be entitled to any other compensation, damages or relief in connection therewith.

Compensation on Termination. (a) If the term of Executive’s employment hereunder is terminated pursuant to Section 4.01 hereof, Company shall pay to the executors or administrators of Executive’s estate or Executive’s heirs or legatees (as the case may be) all compensation accrued and unpaid up to the date of Executive’s death. (b) If the term of Executive’s employment hereunder is terminated pursuant to Section 4.02, 4.04, 4.05, or 4.07(c) hereof, Company shall (i) pay to Executive all compensation accrued and unpaid up to the effective date of termination; (ii) pay to Executive additional compensation in an amount equal to twelve (12) months of compensation at the Annual Salary rate then in effect, payable in accordance with the Payroll PoliciesPolicies as in effect at the time of termination; and (iii) maintain, at Company’s expense, in full force and effect, for Executive’s continued benefit until the earlier of (x) twelve (12) months after the effective date of termination or (y) commencement of Executive’s benefits pursuant to full time employment with a new employer under such employer’s standard benefits program, all life insurance, medical, health and accident, and disability plans or programs, in which Executive was entitled to participate immediately prior to the effective date of termination; provided, that Executive’s continued participation is permissible under the general terms and provisions of such plans or programs and provided further, that Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to Company’s employees. In the event that Executive’s participation in any such plan or program is prohibited, Company shall arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such plans or programs; provided further, that any such payments shall only be payable upon the execution of the release described in Section 4.07(e) and shall commence at such time as determined in accordance with such Section 4.07(e). Any amounts paid by Company to Executive under (i) and (ii) above may be reduced, in the case of termination pursuant to Section 4.02, by the amount which Executive is entitled to receive under the terms of Company’s long-term disability insurance policy for senior executives as and if in effect at the effective date of termination. Any payments made pursuant to this Section 4.07 shall be reduced by such amounts as are required by law to be withheld or deducted. (c) Notwithstanding any provision herein to the contrary, if Executive is terminated by Company without Cause, or Executive terminates Executive’s employment for Good Reason, within twelve (12) months of a Change in Control (as defined herein) which occurs after the Effective Timedate hereof, Executive shall be entitled to the payments and benefits set forth in Section 4.07(b). For purposes hereof, a “Change in Control” shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a “Group”), who prior to such time beneficially owned less than 50% of the then outstanding capital stock of Company or Parent, shall acquire shares of Company’s or Parent’s capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or group and affiliates beneficially own 50% or more of Company’s or Parent’s outstanding capital stock, or (ii) Company or Parent shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of Company or Parent. (d) The compensation rights provided for Executive in this Section 4.07 shall be Executive’s sole and exclusive remedies with respect to Section 4.01, 4.02, 4.04, 4.05, or 4.07(c) hereof, and Executive, the executors or administrators of Executive’s estate or Executive’s heirs or legatees (as the case may be) shall not be entitled to any other compensation, damages or relief in connection therewith. (e) Executive shall forfeit all rights to such payments and benefits provided in this Section 4.07 unless a release substantially in the form of Exhibit A attached hereto is signed and delivered (and no longer subject to revocation, if applicable) within 30 days following the date of Executive’s termination of employment. The cash payments that are contingent upon the execution of a release consistent with the foregoing sentence shall be paid on the thirtieth day following Employee’s termination of employment, and the first payment in respect thereof shall include payment of all amounts that otherwise would have been due prior thereto had the foregoing release requirement not been imposed. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then each of the following shall apply: (i) With regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and (ii) To the extent that any benefit to be provided during the Delay Period are considered deferred compensation under Code Section 409A payable on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, Executive shall pay the cost of such benefits during the Delay Period, and Company shall reimburse Executive, to the extent that such costs would otherwise have been paid by Company or to the extent that such benefits would otherwise have been provided by Company at no cost to Executive, Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by Company in accordance with the procedures specified herein.

Compensation on Termination. (a) If the term of Executive’s employment hereunder is terminated pursuant to Section 4.01 hereof, Company shall pay to the executors or administrators of Executive’s estate or Executive’s heirs or legatees (as the case may be) all compensation accrued and unpaid up to the date of Executive’s death. If the term of Executive’s employment hereunder is terminated pursuant to Section 4.02 hereof, Company shall pay to Executive all compensation accrued and unpaid up to the date of such termination. (b) If the term of Executive’s employment hereunder is terminated pursuant to Section 4.02, 4.04, 4.05, or 4.07(c) hereof, Company shall (i) pay to Executive all compensation accrued and unpaid up to the effective date of termination; (ii) pay to Executive additional compensation in an amount equal to twelve (12) months of compensation at the monthly Annual Salary rate then in effect, payable in accordance with the Payroll Policies; and (iii) maintain, at Company’s expense, in full force and effect, for Executive’s continued benefit until the earlier of (x) twelve (12) months after the effective date of termination or (y) commencement of Executive’s benefits pursuant to full time employment with a new employer under such employer’s standard benefits program, all life insurance, medical, medical and health and accident, and disability plans or programs, in which Executive was entitled to participate participating immediately prior to the effective date of termination; provided, that Executive’s continued participation is permissible under the general terms and provisions of such plans or programs and provided further, that Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to Company’s employees. In the event that Executive’s participation in any such plan or program is prohibited, Company shall arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such plans or programs. Any amounts paid by Company to Executive under (i) and (ii) above may be reduced, in the case of termination pursuant to Section 4.02, by the amount which Executive is entitled to receive under the terms of Company’s long-term disability insurance policy for senior executives as and if in effect at the effective date of termination. Any payments made pursuant to this Section 4.07 shall be reduced by such amounts as are required by law to be withheld or deducted. (c) Notwithstanding any provision herein to the contrary, if Executive is terminated by Company without Cause, or Executive terminates Executive’s employment for Good Reason, within twelve (12) months of following a Change in Control (as defined herein) which occurs after the Effective Time, Executive shall be entitled to the payments and benefits set forth in Section 4.07(b). For purposes hereof, a “Change in Control” shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a “Group”), who prior to such time beneficially owned less than 50% of the then outstanding capital stock of Company or Parent, shall acquire shares of Company’s or Parent’s capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or group and affiliates beneficially own 50% or more of Company’s or Parent’s outstanding capital stock, or (ii) Company or Parent shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of Company or Parent. (d) The compensation rights provided for Executive in this Section 4.07 shall be Executive’s sole and exclusive remedies with respect to Section 4.01, 4.02, 4.04, 4.05, or 4.07(c) hereof, and Executive, the executors or administrators of Executive’s estate or Executive’s heirs or legatees (as the case may be) shall not be entitled to any other compensation, damages or relief in connection therewith. (e) In exchange for, and as a condition to receiving, the compensation rights provided to Executive in this Section 4.07, Executive will be required to execute a waiver and release substantially in the form of Exhibit A attached hereto, and the failure to execute such waiver and release shall be a basis for the Company not paying any amounts otherwise due to Executive hereunder.

Compensation on Termination. (a) If the term of Executive’s employment hereunder is terminated pursuant to Section 4.01 hereof, Company shall pay to the executors or administrators of Executive’s estate or Executive’s heirs or legatees (as the case may be) all compensation accrued and unpaid up to the date of Executive’s death. (b) If the term of Executive’s employment hereunder is terminated pursuant to Section 4.02, 4.04, 4.05, or 4.07(c) hereof, Company shall (i) pay to Executive all compensation accrued and unpaid up to the effective date of termination; (ii) pay to Executive additional compensation in an amount equal to twelve (12) months of compensation at the Annual Salary rate then in effect, payable in accordance with the Payroll Policies; and (iii) maintain, at Company’s expense, in full force and effect, for Executive’s continued benefit until the earlier of (x) twelve (12) months after the effective date of termination or (y) commencement of Executive’s benefits pursuant to full time employment with a new employer under such employer’s standard benefits program, all life insurance, medical, health and accident, and disability plans or programs, in which Executive was entitled to participate immediately prior to the effective date of termination; provided, that Executive’s continued participation is permissible under the general terms and provisions of such plans or programs and provided further, that Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to Company’s employees. In the event that Executive’s participation in any such plan or program is prohibited, Company shall arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such plans or programs. Any amounts paid by Company to Executive under (i) and (ii) above may be reduced, in the case of termination pursuant to Section 4.02, by the amount which Executive is entitled to receive under the terms of Company’s long-term disability insurance policy for senior executives as and if in effect at the effective date of termination. Any payments made pursuant to this Section 4.07 shall be reduced by such amounts as are required by law to be withheld or deducted. (c) Notwithstanding any provision herein to the contrary, if Executive is terminated by Company without Cause, or Executive terminates Executive’s employment for Good Reasonany reason (including death or Disability) before the end of the Employment Period, then: (a) the Company shall pay to Executive, his estate or succession Executive’s Base Salary through the date of termination; (b) the Company shall pay to Executive, his estate or succession in one lump-sum payment within twelve (12) months of a Change in Control (as defined herein) which occurs 30 days after the Effective Time, Executive shall be entitled to the payments and benefits set forth date of such termination (except as otherwise specified in Section 4.07(b16(a). For purposes hereof, a “Change in Control” shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a “Group”), who prior an amount equal to such time beneficially owned less than 50% Executive’s Base Pay and target bonus for the remaining term of the then outstanding capital stock of Company or ParentAgreement (using the Base Pay rate in effect on the termination date and the target bonus Xxxxxxx X. Xxxx Executive Chairman Agreement Page 3 Effective April 28, shall acquire shares of 2010 for Executive in the Company’s or Parentannual incentive plan for the fiscal year in which the termination occurred); (c) Executive’s capital stock in one or more transactions or series of transactions, including by merger, options and after such transaction or transactions such person or group and affiliates beneficially own 50% or more of Company’s or Parent’s outstanding capital stock, or (ii) Company or Parent restricted stock shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of Company or Parent.become vested; (d) The compensation rights the Company shall provide those benefits that are provided by welfare benefit plans and programs adopted and approved by the Company for Executive that, under the terms of the relevant plans and programs, are earned and vested and payable on or before the date of termination; and (e) for the remaining portion of the Employment Period measured from Executive’s employment termination date, or such longer period as any plan, program or arrangement may provide, the Company shall continue benefits to Executive and Executive’s family (if applicable) at least equal to those that would have been provided to them according to the plans, programs and arrangements described in this Section 4.07 4(e), and according to Treasury Regulation Section 1.409A-3(i)(1)(iv), if Executive’s employment had not been terminated (group health coverage shall be provided by the Company’s payment of the monthly cost of coverage Executive elects pursuant to COBRA, or an equivalent amount for periods of coverage after the applicable COBRA period, at such time as the COBRA premiums would be due under such plan, and such premiums, including any premiums paid on Executive’s sole behalf beyond the COBRA period, will be imputed to Executive as income, as required by law; provided, however, that if Executive becomes reemployed with another employer and exclusive remedies with respect is eligible to Section 4.01, 4.02, 4.04, 4.05, or 4.07(c) hereof, and Executivereceive such benefits under another employer provided plan, the executors or administrators benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (however, if Section 16(a) applies, then: (1) any taxable benefits provided to Executive under this subparagraph (ii) (with the exception of group health benefits) during the six month period following Executive’s estate or termination shall be limited to the amount specified by Code Section 402(g)(l)(B) for the year of the termination; (2) Executive shall pay the Company for the costs of any benefits that exceed the amount specified in the prior clause during the six month period following Executive’s heirs or legatees (as the case may be) shall not be entitled to any other compensation, damages or relief in connection therewith.termination; and

Compensation on Termination. (a) If the term of ExecutiveEmployee’s employment hereunder is terminated pursuant under Sections 5.01, 5.02, 5.03, 5.04 or 5.05 above, the Employer’s obligation to Section 4.01 hereof, Company pay Employee’s Base Salary and Auto Allowance shall pay to cease on the executors or administrators date on which the termination of Executive’s estate or Executive’s heirs or legatees (as the case may be) all compensation employment occurs and shall be prorated and accrued and unpaid up to the date of Executivetermination. The Employer’s death. obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits, if any, shall be governed by the provisions of the plans under which they are granted (b) if so granted). If the term of ExecutiveEmployee’s employment hereunder is terminated pursuant under Sections 5.01 or 5.05 above, the Employer’s obligation to pay the amounts set forth in Section 4.02, 4.04, 4.05, or 4.07(c) hereof, Company 2.02 above shall (i) pay to Executive all compensation cease on the date on which the termination of employment occurs and shall be prorated and accrued and unpaid up to the effective date of termination; (ii) pay to Executive additional compensation in an amount equal to twelve (12) months of compensation at the Annual Salary rate then in effect, payable in accordance with the Payroll Policies; and (iii) maintain, at Company’s expense, in full force and effect, for Executive’s continued benefit until the earlier of (x) twelve (12) months after the effective date of termination or (y) commencement of Executive’s benefits pursuant to full time employment with a new employer under such employer’s standard benefits program, all life insurance, medical, health and accident, and disability plans or programs, in which Executive was entitled to participate immediately prior to the effective date of termination; provided, that Executive’s continued participation is permissible under the general terms and provisions of such plans or programs and provided further, that Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to Company’s employees. In the event that Executive’s participation in any such plan or program is prohibited, Company shall arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such plans or programs. Any amounts paid by Company to Executive under (i) and (ii) above may be reduced, in the case of termination pursuant to Section 4.02, by the amount which Executive is entitled to receive under the terms of Company’s long-term disability insurance policy for senior executives as and if in effect at the effective date of termination. Any payments made pursuant If Employee’s employment is terminated under Sections 5.02, 5.03 or 5.04 above, then so long as Employee provides such assistance and time as may reasonably be required 3196714-5 by the Employer to this Section 4.07 shall be reduced by such amounts as are required by law to be withheld or deducted. (c) Notwithstanding any provision herein effect a smooth transition to the contraryemployee(s) assuming Employee’s duties and responsibilities, if Executive is terminated by Company without Cause, or Executive terminates Executivethe Employer’s employment for Good Reason, within twelve (12) months of a Change in Control (as defined herein) which occurs after obligation to pay the Effective Time, Executive shall be entitled to the payments and benefits amounts set forth in Section 4.07(b)2.02 shall continue until the fifth anniversary of this Agreement, it being understood that in the event of Employee’s death such obligation shall be owed exclusively to Employee’s estate. For purposes hereof, If Employee is a “Change Specified Employee”, as defined in Control” Internal Revenue Code Section 409A and the regulations promulgated thereunder, on the date of his termination of employment, amounts otherwise payable within the first six (6) calendar months following Employee’s termination of employment, if any, shall be deemed delayed, to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a “Group”), who prior the extent necessary for Employee to such time beneficially owned less than 50% avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the then outstanding capital stock seventh calendar month immediately following Employee’s termination of Company or Parentemployment, shall acquire shares payment of Company’s or Parent’s capital stock in one or more transactions or series of transactions, including by merger, and after any such transaction or transactions such person or group and affiliates beneficially own 50% or more of Company’s or Parent’s outstanding capital stock, or (ii) Company or Parent shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% aggregate amount of the then outstanding capital stock of Company or Parent. (d) The compensation rights provided for Executive in this Section 4.07 delayed cash payment shall be Executivepaid in a lump sum. The Employer’s sole obligations and exclusive remedies Employee’s rights with respect to Section 4.01Stock Awards, 4.02Options and Other Benefits, 4.04if any, 4.05, shall be governed by the provisions of the plans under which they are granted and paid or 4.07(c) hereof, and Executive, provided to the executors or administrators of Executivedate on which Employee’s estate or Executive’s heirs or legatees (as the case may be) shall not be entitled to any other compensation, damages or relief in connection therewithemployment is so terminated.

Compensation on Termination. (a) If the term of Executive’s 's employment hereunder is terminated pursuant to Section 4.01 hereof, Company shall pay to the executors or administrators of Executive’s 's estate or Executive’s 's heirs or legatees (as the case may be) all compensation accrued and unpaid up to the date of Executive’s 's death. (b) If the term of Executive’s 's employment hereunder is terminated pursuant to Section 4.02, 4.04, 4.05, or 4.07(c) hereof, Company shall (i) pay to Executive all compensation accrued and unpaid up to the effective date of termination; (ii) pay to Executive additional compensation in an amount equal to twelve twenty-four (1224) months of compensation at the Annual Salary rate then in effect, payable in accordance with the Payroll Policies; and (iii) maintain, at Company’s 's expense, in full force and effect, for Executive’s 's continued benefit until the earlier of (x) twelve twenty-four (1224) months after the effective date of termination or (y) commencement of Executive’s 's benefits pursuant to full time employment with a new employer under such employer’s 's standard benefits program, all life insurance, medical, health and accident, and disability plans or programs, in which Executive was entitled to participate immediately prior to the effective date of termination; provided, that Executive’s 's continued participation is permissible under the general terms and provisions of such plans or programs and provided further, that Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to Company’s 's employees. In the event that Executive’s 's participation in any such plan or program is prohibited, Company shall arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such plans or programs. Any amounts paid by Company to Executive under (i) and (ii) above may be reduced, in the case of termination pursuant to Section 4.02, by the amount which Executive is entitled to receive under the terms of Company’s 's long-term disability insurance policy for senior executives as and if in effect at the effective date of termination. Any payments made pursuant to this Section 4.07 shall be reduced by such amounts as are required by law to be withheld or deducted. (c) Notwithstanding any provision herein to the contrary, if Executive is terminated by Company without Cause, or Executive terminates Executive’s his employment for Good Reason, within twelve (12) months of a Change in Control (as defined herein) which occurs after the Effective Time, Executive shall be entitled to the payments and benefits set forth in Section 4.07(b). For purposes hereof, a “"Change in Control” " shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a “"Group”"), who prior to such time beneficially owned less than 50% of the then outstanding capital stock of Company or Parent, shall acquire shares of Company’s 's or Parent’s 's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or group and affiliates beneficially own 50% or more of Company’s 's or Parent’s 's outstanding capital stock, or (ii) Company or Parent shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of Company or Parent. (d) The compensation rights provided for Executive in this Section 4.07 shall be Executive’s 's sole and exclusive remedies with respect to Section 4.01, 4.02, 4.04, 4.05, or 4.07(c) hereof, and Executive, the executors or administrators of Executive’s 's estate or Executive’s 's heirs or legatees (as the case may be) shall not be entitled to any other compensation, damages or relief in connection therewith.

Compensation on Termination. (a) If the term of Executive’s 's employment hereunder is terminated pursuant to Section 4.01 hereof, Company shall pay to the executors or administrators of Executive’s 's estate or Executive’s 's heirs or legatees (as the case may be) all compensation accrued and unpaid up to the date of Executive’s 's death. (b) If the term of Executive’s 's employment hereunder is terminated pursuant to Section Sections 4.02, 4.04, 4.05, 4.05 or 4.07(c) 4.06 hereof, Company shall (i) pay to Executive all compensation accrued and unpaid up to the effective date of termination; (ii) pay to Executive additional compensation in an amount equal to twelve twenty four (1224) months of compensation at the Annual Salary rate then in effect, payable in accordance with within fifteen (15) days of the Payroll Policieseffective date of termination; and (iii) maintain, at Company’s 's expense, in full force and effect, for Executive’s 's continued benefit until the earlier of (x) twelve twenty four (1224) months after the effective date of termination or (y) Executive's commencement of Executive’s benefits pursuant to full time employment with a new employer under such employer’s standard benefits program, all life insurance, medical, health and accident, and disability plans or programs, in which Executive was entitled to participate immediately prior to the effective date of termination; provided, that Executive’s 's continued participation is permissible under the general terms and provisions of such plans or programs and provided further, that Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to Company’s employeesprograms. In the event that Executive’s 's participation in any such plan or program is prohibited, Company shall arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such plans or programs. Any amounts paid by Company to Executive under (i) and (ii) above may be reduced, in the case of termination pursuant to Section 4.02, by the amount which Executive is entitled to receive under the terms of Company’s 's long-term disability insurance policy for senior executives as and if in effect at the effective date of termination. Any payments made pursuant to this Section 4.07 shall be reduced by such amounts as are required by law to be withheld or deducted. (c) Notwithstanding any provision herein to the contrary, if Executive is terminated by Company without Cause, or Executive terminates Executive’s employment for Good Reason, within twelve (12) months of a Change in Control (as defined herein) which occurs after the Effective Time, Executive shall be entitled to the payments and benefits set forth in Section 4.07(b). For purposes hereof, a “Change in Control” shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a “Group”), who prior to such time beneficially owned less than 50% of the then outstanding capital stock of Company or Parent, shall acquire shares of Company’s or Parent’s capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or group and affiliates beneficially own 50% or more of Company’s or Parent’s outstanding capital stock, or (ii) Company or Parent shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of Company or Parent. (d) The compensation rights provided for Executive in this Section 4.07 shall be Executive’s 's sole and exclusive remedies with respect to Section Sections 4.01, 4.02, 4.04, 4.05, 4.05 or 4.07(c) 4.06 hereof, and Executive, the executors or administrators of Executive’s estate or Executive’s heirs or legatees (as the case may be) Executive shall not be entitled to any other compensation, damages or relief in connection therewith.

Compensation on Termination. (a) If In the term of event that the Executive’s employment hereunder with the Company is terminated pursuant to Section 4.01 hereoffor any reason, the Company shall pay to the executors or administrators of Executive’s estate or Executive’s heirs or legatees (as the case may be) all compensation accrued and unpaid up to the date of Executive’s death. (b) If the term of Executive’s employment hereunder is terminated pursuant to Section 4.02, 4.04, 4.05, or 4.07(c) hereof, Company shall Executive (i) pay to Executive all compensation any Base Salary accrued and unpaid up to through the effective date of termination; Termination Date, (ii) pay to Executive additional compensation in an amount equal to twelve (12) months of compensation at the Annual Salary rate then in effect, payable a reimbursement for all business expenses and automobile and other allowances incurred in accordance with Paragraph 4.7 and 4.8, prior to the Payroll Policies; Termination Date, and (iii) maintainany Performance Bonus, at Company’s expense, to the extent any of such bonuses have been earned in full force and effect, for Executive’s continued benefit until accordance with this Agreement but not yet paid by the earlier of (x) twelve (12) months after the effective date of termination or (y) commencement of Executive’s benefits pursuant to full time employment with a new employer under such employer’s standard benefits program, all life insurance, medical, health and accident, and disability plans or programs, in which Executive was entitled to participate immediately Company prior to the effective date of termination; providedTermination Date, that which amounts shall be payable in cash to Executive in a lump sum no later than 30 days after the Termination Date. In the event Executive’s continued participation employment is permissible under terminated by the general terms and provisions Company for any reason other than for Cause or by Executive for Good Reason at any time after the 270th day in the then current fiscal year, a Performance Bonus shall be earned for that fiscal year in accordance with Schedule 1, except that the amount of such plans or programs and provided further, that Company Performance Bonus shall be entitled to amend or terminate any employee benefit plans which are applicable generally to Company’s employeespro-rated by the number of days (out of 365) that Executive remained employed by the Company in such fiscal year. Any such bonus shall be paid upon satisfaction of the conditions set forth in Schedule 1 hereto and Section 4.2(a). Any such Bonus shall be paid in accordance with Section 4.2(a). In the event that the Executive’s participation in any such plan or program is prohibited, employment with the Company shall arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such plans or programs. Any amounts paid by Company to Executive under (i) and (ii) above may be reduced, in the case of termination pursuant to Section 4.02, by the amount which Executive is entitled to receive under the terms of Company’s long-term disability insurance policy for senior executives as and if in effect at the effective date of termination. Any payments made pursuant to this Section 4.07 shall be reduced by such amounts as are required by law to be withheld or deducted. (c) Notwithstanding any provision herein to the contrary, if Executive is terminated by the Company without Cause, Cause (which shall not include an election not to renew the Employment Term) or by Executive terminates Executive’s employment for Good Reason, within Company shall also pay Executive an amount of Base Salary (“Severance Payment”) which would have been payable to Executive during (x) the six (6) month period immediately following the Termination Date, if a Specified Event has not occurred prior to the Termination Date or (y) the twelve (12) months month period immediately following the Termination Date, if a Specified Event has occurred prior to the Termination Date (in either case, the “Severance Period”). The Severance Payment shall be paid in accordance with the Company’s standard payroll practices over the course of a Change in Control (as defined herein) which occurs the Severance Period after the Effective Time, date on which Executive shall be entitled to the payments and benefits set forth incurs a “separation from service,” as such term is defined in Section 4.07(b). For purposes hereof409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, a as amended (the “Change in Control” shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a “GroupCode”), who prior and regulations thereunder, from Employer (the “Separation Date”). Except as provided in the preceding sentence, the Company shall have no further obligations or liabilities to such time beneficially owned less than 50% of the then outstanding capital stock of Company Executive for compensation whether under this Agreement or Parent, shall acquire shares of Company’s or Parent’s capital stock in one or more transactions or series of transactions, including by merger, otherwise and after such transaction or transactions such person or group and affiliates beneficially own 50% or more of Company’s or Parent’s outstanding capital stock, or (ii) Company or Parent shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of Company or Parent. (d) The compensation rights provided for Executive in this Section 4.07 shall be Executive’s sole right to further compensation and exclusive remedies with respect to Section 4.01benefits hereunder (including, 4.02but not limited to, 4.04, 4.05, or 4.07(c) hereof, and Executive, the executors or administrators of Executive’s estate or Executive’s heirs or legatees (as the case may beunvested stock) shall not be entitled to any other compensation, damages or relief in connection therewithimmediately cease.

Compensation on Termination. (a) If the term of Executive’s 's employment hereunder is terminated pursuant to Section 4.01 hereof, Company shall pay to the executors or administrators of Executive’s 's estate or Executive’s 's heirs or legatees (as the case may be) all compensation accrued and unpaid up to the date of Executive’s 's death. (b) If the term of Executive’s 's employment hereunder is terminated pursuant to Section 4.02, 4.04, 4.05, or 4.07(c) hereof, Company shall (i) pay to Executive all compensation accrued and unpaid up to the effective date of termination; (ii) pay to Executive additional compensation in an amount equal to twelve (12) months of compensation at the Annual Salary rate then in effect, payable in accordance with the Payroll Policies; and (iii) maintain, at Company’s 's expense, in full force and effect, for Executive’s 's continued benefit until the earlier of (x) twelve (12) months after the effective date of termination or (y) commencement of Executive’s 's benefits pursuant to full time employment with a new employer under such employer’s 's standard benefits program, all life insurance, medical, health and accident, and disability plans or programs, in which Executive was entitled to participate immediately prior to the effective date of termination; provided, that Executive’s 's continued participation is permissible under the general terms and provisions of such plans or programs and provided further, that Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to Company’s 's employees. In the event that Executive’s 's participation in any such plan or program is prohibited, Company shall arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such plans or programs. Any amounts paid by Company to Executive under (i) and (ii) above may be reduced, in the case of termination pursuant to Section 4.02, by the amount which Executive is entitled to receive under the terms of Company’s 's long-term disability insurance policy for senior executives as and if in effect at the effective date of termination. Any payments made pursuant to this Section 4.07 shall be reduced by such amounts as are required by law to be withheld or deducted. (c) Notwithstanding any provision herein to the contrary, if Executive is terminated by Company without Cause, or Executive terminates Executive’s her employment for Good Reason, within twelve (12) months of a Change in Control (as defined herein) which occurs after the Effective Time, Executive shall be entitled to the payments and benefits set forth in Section 4.07(b). For purposes hereof, a “"Change in Control” " shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a “"Group”"), who prior to such time beneficially owned less than 50% of the then outstanding capital stock of Company or Parent, shall acquire shares of Company’s 's or Parent’s 's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or group and affiliates beneficially own 50% or more of Company’s 's or Parent’s 's outstanding capital stock, or (ii) Company or Parent shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of Company or Parent. (d) The compensation rights provided for Executive in this Section 4.07 shall be Executive’s 's sole and exclusive remedies with respect to Section 4.01, 4.02, 4.04, 4.05, or 4.07(c) hereof, and Executive, the executors or administrators of Executive’s 's estate or Executive’s 's heirs or legatees (as the case may be) shall not be entitled to any other compensation, damages or relief in connection therewith.