Common use of Compensation Prior to a Change in Control Clause in Contracts

Compensation Prior to a Change in Control. If you are Terminated by the Company without Cause during the term of this Agreement and prior to a Change in Control, you shall be entitled to the following: (a) A single lump sum payment equal to the higher of: (1) your annual salary immediately prior to your Date of Termination, or (2) your highest annual salary during the three fiscal years preceding the fiscal year in which your Date of Termination occurs. (b) To the extent you are covered thereunder on the Date of Termination, a single lump sum payment equal to the product of (i) 12 and (ii) the monthly COBRA rate in effect from time to time for your and your eligible dependents’ coverage under the Company’s health plans. Upon your Termination, you and any covered dependents shall be entitled to elect to continue participation in the Company’s health plans in accordance with COBRA and the otherwise applicable terms of such plans, including terms relating to payment of COBRA premiums or retiree medical contributions, if eligible and timely elected. (c) A single lump sum payment equal to the product of (i) 12 and (ii) the monthly premium rate applicable upon conversion of your non-optional Company-group life insurance to individual coverage at the rate applicable to the converted policy assuming timely application to the insurance company for conversion and, if you have not timely applied for conversion, then at the group rate on the Date of Termination. (d) If and when payments are made, payment in cash of any pro-rata portion (up through your Date of Termination) of any amounts you would have received under the Company’s performance unit/share plans, Annual Incentive Compensation Plan, and any other similar executive compensation plan in which you were a participant immediately prior to your Date of Termination. (e) A single lump sum payment in cash equal to your Average Annual Bonus. (f) To the extent you are participating thereunder on the Date of Termination, a single lump sum payment equal to the sum of (i) (A) the Company matching contribution you would have received under the Company’s thrift plan and nonqualified deferred compensation plan as if you had been contributing the same percentage of your eligible compensation under such plans as in effect on your Date of Termination during the 12-month period following your Date of Termination and (B) the annual cash balance credit amount you would have received under the Company’s cash balance plan and nonqualified supplemental retirement plan during the 12-month period following your Date of Termination and (ii) an amount such that after payment by you of all taxes, including any income and employment taxes imposed on such amount, you retain an amount equal to the amount calculated under (i) above. For purposes of this calculation, payments made pursuant to paragraph 1(a) and 1(e) hereof shall be deemed includable compensation under these plans to the same extent as if you had remained an active employee of the Company and the payments were made for base salary and annual bonus, respectively, during the 12-month period following your Date of Termination. (g) To the extent you had elected to receive such services prior to the Date of Termination, financial counseling services shall be provided to you in accordance with the Company’s financial counseling services plan during the 12-month period following your Date of Termination; provided that, the maximum amount payable to the provider of such services shall not exceed $5,000. (h) Reasonable outplacement services, for a period not to exceed the 12-month period following your Date of Termination. (i) A single lump sum payment equal to the value of all unused, earned and accrued vacation as of your Date of Termination. (j) All unexpired, non-restricted stock options held by you under any Company stock option plan shall immediately vest as of your Date of Termination, and shall be exercisable, if at all, in accordance with the option agreements and plans granting such options to you. However, in the event that your employment with the Company is Terminated during the term of this Agreement and prior to a Change in Control and such Termination is not a Termination without Cause (including, without limitation, termination by reason of your voluntary termination, retirement, death, or Disability), or if your employment is terminated for Cause during the term of this Agreement, you shall not be entitled to receive any benefits under this Agreement.

Compensation Prior to a Change in Control. If you are Terminated by the Company without Cause during the term of this Agreement and prior to a Change in ControlControl of the Company, you shall be entitled to the followingreceive: (a) A single lump sum payment equal to of the higher of: ; (1) your annual salary immediately prior to your Date of Termination, or (2) your highest annual salary during the prior three fiscal years preceding the fiscal year in which your Date of Termination occurs., for a period of one (1) year after your Date of Termination (“Salary Continuation Period”); (b) To the extent you are covered thereunder on the Date continuation of Termination, a single lump sum payment equal to the product of (i) 12 and (ii) the monthly COBRA rate in effect from time to time for your and your eligible dependents’ coverage under existing participation at regular employee rates, in effect from time to time, in all of the Company’s health plans. Upon medical, dental and group life plans and other programs in which you were participating immediately prior to your TerminationDate of Termination during the Salary Continuation Period, after which time you and your eligible dependents will be eligible for coverage under COBRA. In the event that your continued participation in any covered such plan or program is for whatever reason impossible, the Company shall arrange upon comparable terms to provide you with benefits substantially equivalent on an after tax basis to those which you and your eligible dependents shall be are, or become, entitled to elect to continue participation in the Company’s health receive under such plans in accordance with COBRA and the otherwise applicable terms of such plans, including terms relating to payment of COBRA premiums or retiree medical contributions, if eligible and timely elected.programs; (c) A single lump sum payment equal to the product of (i) 12 and (ii) the monthly premium rate applicable upon conversion of your non-optional Company-group life insurance to individual coverage at the rate applicable to the converted policy assuming timely application to the insurance company for conversion and, if you have not timely applied for conversion, then at the group rate on the Date of Termination. (d) If and when payments are made, payment in cash of any pro-rata portion (up through your Date of Of Termination) of any amounts you would have received under the Company’s performance unit/share plans, Annual Incentive Compensation Plan, and any other similar executive compensation plan in which you were a participant immediately prior to your Date of Termination.; (ed) A single lump sum provide for payment in cash an amount equal to your Average Annual Bonus.; (fe) To the extent you are participating thereunder on the Date continuation of Termination, a single lump sum payment equal to the sum of (i) (A) the Company matching contribution you would have received under your existing participation in the Company’s thrift plan and nonqualified plan, cash balance pension plan, non-qualified supplemental pension plan, deferred compensation plan as if you had been contributing the same percentage of your eligible compensation under such plans as in effect on your Date of Termination during the 12-month period following your Date of Termination and (B) the annual cash balance credit amount you would have received under the Company’s cash balance plan and nonqualified supplemental retirement financial counseling services plan during the 12-month period following your Date of Termination and Salary Continuation Period (ii) an amount such that after payment by you of all taxes, including any income and employment taxes imposed on such amount, you retain an amount equal to the amount calculated under (i) above. For purposes of this calculation, payments made pursuant to paragraph 1(a) and 1(e1(c) hereof shall be deemed includable compensation under these plans to the same extent as if you had remained an active employee of the Company company and the payments were made for base salary and annual bonus, respectively, during the 12-month period following your Date of Termination.); (gf) To outplacement services substantially similar to those historically offered by the extent you had elected Company to receive such services prior to the Date of Termination, financial counseling services shall be provided to you in accordance with the Company’s financial counseling services plan during the 12-month period following your Date of Terminationdisplaced senior executives; provided that, the maximum amount payable to the provider of such services shall not exceed $5,000. (h) Reasonable outplacement services, for a period not to exceed the 12-month period following your Date of Termination.Salary Continuation Period; (ig) A single lump sum payment pay to you an amount equal to the value of all unused, earned and accrued vacation as of your Date of Termination.; and (jh) All unexpired, non-restricted provide for the immediate vesting of all stock options held by you under any Company stock option plan shall immediately vest you, as of your Date of Termination, under any Company stock option plan and all such options shall be exercisable, if at all, in accordance with exercisable during the option agreements Salary Continuation Period and plans granting such options to youfor 120 days thereafter. However, in the event that your employment with the Company is Terminated during the term of this Agreement and prior to a Change in Control of the Company and such Termination is not a Termination without Cause (including, without limitation, termination by reason of your voluntary terminationtermination (other than Constructive Termination), retirement, death, or Disability), or if your employment is terminated for Cause during the term of this Agreement, you shall not be entitled to receive any benefits under this Agreement.

Compensation Prior to a Change in Control. If you are Terminated by the Company without Cause during the term of this Agreement and prior to a Change in Control, you shall be entitled to the following: (a) A single lump sum payment equal to the higher of: (1) your annual salary immediately prior to your Date of Termination, or (2) your highest annual salary during the three fiscal years preceding the fiscal year in which your Date of Termination occurs. (b) To the extent you are covered thereunder on the Date of Termination, a single lump sum payment equal to the product of (i) 12 and (ii) the monthly COBRA rate in effect from time to time for your and your eligible dependents’ coverage under the Company’s health plans. Upon your Termination, you and any covered dependents shall be entitled to elect to continue participation in the Company’s health plans in accordance with COBRA and the otherwise applicable terms of such plans, including terms relating to payment of COBRA premiums or retiree medical contributions, if eligible and timely elected. (c) A single lump sum payment equal to the product of (i) 12 and (ii) the monthly premium rate applicable upon conversion of your non-optional Company-group life insurance to individual coverage at the rate applicable to the converted policy assuming timely application to the insurance company for conversion and, if you have not timely applied for conversion, then at the group rate on the Date of Termination. (d) If and when payments are made, payment in cash of any pro-rata portion (up through your Date of Termination) of any amounts you would have received under the Company’s performance unit/share plans, Annual Incentive Compensation Plan, and any other similar executive compensation plan in which you were a participant immediately prior to your Date of Termination. (e) A single lump sum payment in cash equal to your Average Annual Bonus. (f) To the extent you are participating thereunder on the Date of Termination, a single lump sum payment equal to the sum of (i) (A) the Company matching contribution you would have received under the Company’s thrift plan and nonqualified deferred compensation plan as if you had been contributing the same percentage of your eligible compensation under such plans as in effect on your Date of Termination during the 12-month period following your Date of Termination and (B) the annual cash balance credit amount you would have received under the Company’s cash balance plan and nonqualified supplemental retirement plan during the 12-month period following your Date of Termination and (ii) an amount such that after payment by you of all taxes, including any income and employment taxes imposed on such amount, you retain an amount equal to the amount calculated under (i) aboveTermination. For purposes of this calculation, payments made pursuant to paragraph 1(a) and 1(e) hereof shall be deemed includable compensation under these plans to the same extent as if you had remained an active employee of the Company and the payments were made for base salary and annual bonus, respectively, during the 12-month period following your Date of Termination. (g) To the extent you had elected to receive such services prior to the Date of Termination, financial counseling services shall be provided to you in accordance with the Company’s financial counseling services plan during the 12-month period following your Date of Termination; provided that, the maximum amount payable to the provider of such services shall not exceed $5,000. (h) Reasonable outplacement services, for a period not to exceed the 12-month period following your Date of Termination. (i) A single lump sum payment equal to the value of all unused, earned and accrued vacation as of your Date of Termination. (j) All unexpired, non-restricted stock options held by you under any Company stock option plan shall immediately vest as of your Date of Termination, and shall be exercisable, if at all, in accordance with the option agreements and plans granting such options to you. However, in the event that your employment with the Company is Terminated during the term of this Agreement and prior to a Change in Control and such Termination is not a Termination without Cause (including, without limitation, termination by reason of your voluntary termination, retirement, death, or Disability), or if your employment is terminated for Cause during the term of this Agreement, you shall not be entitled to receive any benefits under this Agreement.

Compensation Prior to a Change in Control. If you are Terminated by the Company without Cause during the term of this Agreement and prior to a Change in Control, you shall be entitled to the following: (a) A single lump sum payment equal to two times the higher of: (1) your annual salary immediately prior to your Date of Termination, or (2) your highest annual salary during the three fiscal years preceding the fiscal year in which your Date of Termination occurs. (b) To the extent you are covered thereunder on the Date of Termination, a single lump sum payment equal to the product of (i) 12 18 and (ii) the monthly COBRA rate in effect from time to time for your and your eligible dependents’ coverage under the Company’s health plans. Upon your Termination, you and any covered dependents shall be entitled to elect to continue participation in the Company’s health plans in accordance with COBRA and the otherwise applicable terms of such plans, including terms relating to payment of COBRA premiums or retiree medical contributions, if eligible and timely elected. (c) A single lump sum payment equal to the product of (i) 12 24 and (ii) the monthly premium rate applicable upon conversion of your non-optional Company-group life insurance to individual coverage at the rate applicable to the converted policy assuming timely application to the insurance company for conversion and, if you have not timely applied for conversion, then at the group rate on the Date of Termination. (d) If and when payments are made, payment in cash of any pro-rata portion (up through your Date of Termination) of any amounts you would have received under the Company’s performance unit/share plans, Annual Incentive Compensation Plan, and any other similar executive compensation plan in which you were a participant immediately prior to your Date of Termination. (e) A single lump sum payment in cash equal to your Average Annual Bonus. (f) To the extent you are participating thereunder on the Date of Termination, a single lump sum payment equal to the sum of (i) (A) the Company matching contribution you would have received under the Company’s thrift plan and nonqualified deferred compensation plan as if you had been contributing the same percentage of your eligible compensation under such plans as in effect on your Date of Termination during the 1224-month period following your Date of Termination and (B) the annual cash balance credit amount you would have received under the Company’s cash balance plan and nonqualified supplemental retirement plan during the 1224-month period following your Date of Termination and (ii) an amount such that after payment by you of all taxes, including any income and employment taxes imposed on such amount, you retain an amount equal to the amount calculated under (i) above. For purposes of this calculation, payments made pursuant to paragraph 1(a) and 1(e) hereof shall be deemed includable compensation under these plans to the same extent as if you had remained an active employee of the Company and the payments were made for base salary and annual bonus, respectively, during the 1224-month period following your Date of Termination. (g) To the extent you had elected to receive such services prior to the Date of Termination, financial counseling services shall be provided to you in accordance with the Company’s financial counseling services plan during the 1224-month period following your Date of Termination; provided that, the maximum amount payable to the provider of such services shall not exceed $5,000. (h) Reasonable outplacement services, for a period not to exceed the 1224-month period following your Date of Termination. (i) A single lump sum payment equal to the value of all unused, earned and accrued vacation as of your Date of Termination. (j) All unexpired, non-restricted stock options held by you under any Company stock option plan shall immediately vest as of your Date of Termination, and shall be exercisable, if at all, in accordance with the option agreements and plans granting such options to you. However, in the event that your employment with the Company is Terminated during the term of this Agreement and prior to a Change in Control and such Termination is not a Termination without Cause (including, without limitation, termination by reason of your voluntary termination, retirement, death, or Disability), or if your employment is terminated for Cause during the term of this Agreement, you shall not be entitled to receive any benefits under this Agreement.

Compensation Prior to a Change in Control. If you are Terminated by the Company without Cause during the term of this Agreement and prior to a Change in ControlControl of the Company, you shall be entitled to the followingreceive: (a) A single lump sum payment equal to of the higher of: ; (1) your annual salary immediately prior to your Date of Termination, or (2) your highest annual salary during the prior three fiscal years preceding the fiscal year in which your Date of Termination occurs., for a period of two (2) years after your Date of Termination ("Salary Continuation Period"); (b) To the extent you are covered thereunder on the Date continuation of Terminationyour and your eligible dependents' existing participation at regular employee rates, a single lump sum payment equal to the product of (i) 12 and (ii) the monthly COBRA rate in effect from time to time, in all of the Company's medical, dental and group life plans and other programs in which you were participating immediately prior to your Date of Termination during the Salary Continuation Period, after which time for your you and your eligible dependents’ dependents will be eligible for coverage under COBRA. In the Company’s health plans. Upon event that your Terminationcontinued participation in any such plan or program is for whatever reason impossible, the Company shall arrange upon comparable terms to provide you with benefits substantially equivalent on an after tax basis to those which you and any covered your eligible dependents shall be are, or become, entitled to elect to continue participation in the Company’s health receive under such plans in accordance with COBRA and the otherwise applicable terms of such plans, including terms relating to payment of COBRA premiums or retiree medical contributions, if eligible and timely elected.programs; (c) A single lump sum payment equal to the product of (i) 12 and (ii) the monthly premium rate applicable upon conversion of your non-optional Company-group life insurance to individual coverage at the rate applicable to the converted policy assuming timely application to the insurance company for conversion and, if you have not timely applied for conversion, then at the group rate on the Date of Termination. (d) If and when payments are made, payment in cash of any pro-rata portion (up through your Date of Of Termination) of any amounts you would have received under the Company’s 's performance unit/share plans, Annual Incentive Compensation Plan, and any other similar executive compensation plan in which you were a participant immediately prior to your Date of Termination.; (ed) A single lump sum provide for payment in cash an amount equal to your Average Annual Bonus.; (fe) To the extent you are participating thereunder on the Date continuation of Termination, a single lump sum payment equal to the sum of (i) (A) the Company matching contribution you would have received under your existing participation in the Company’s 's thrift plan and nonqualified plan, cash balance pension plan, non-qualified supplemental pension plan, deferred compensation plan as if you had been contributing the same percentage of your eligible compensation under such plans as in effect on your Date of Termination during the 12-month period following your Date of Termination and (B) the annual cash balance credit amount you would have received under the Company’s cash balance plan and nonqualified supplemental retirement financial counseling services plan during the 12-month period following your Date of Termination and Salary Continuation Period (ii) an amount such that after payment by you of all taxes, including any income and employment taxes imposed on such amount, you retain an amount equal to the amount calculated under (i) above. For purposes of this calculation, payments made pursuant to paragraph 1(a) and 1(e1(c) hereof shall be deemed includable compensation under these plans to the same extent as if you had remained an active employee of the Company company and the payments were made for base salary and annual bonus, respectively, during the 12-month period following your Date of Termination.); (gf) To outplacement services substantially similar to those historically offered by the extent you had elected Company to receive such services prior to the Date of Termination, financial counseling services shall be provided to you in accordance with the Company’s financial counseling services plan during the 12-month period following your Date of Terminationdisplaced senior executives; provided that, the maximum amount payable to the provider of such services shall not exceed $5,000. (h) Reasonable outplacement services, for a period not to exceed the 12-month period following your Date of Termination.Salary Continuation Period; (ig) A single lump sum payment pay to you an amount equal to the value of all unused, earned and accrued vacation as of your Date of Termination.; and (jh) All unexpired, non-restricted provide for the immediate vesting of all stock options held by you under any Company stock option plan shall immediately vest you, as of your Date of Termination, under any Company stock option plan and all such options shall be exercisable, if at all, in accordance with exercisable during the option agreements Salary Continuation Period and plans granting such options to youfor 120 days thereafter. However, in the event that your employment with the Company is Terminated during the term of this Agreement and prior to a Change in Control of the Company and such Termination is not a Termination without Cause (including, without limitation, termination by reason of your voluntary terminationtermination (other than Constructive Termination), retirement, death, or Disability), or if your employment is terminated for Cause during the term of this Agreement, you shall not be entitled to receive any benefits under this Agreement.

Compensation Prior to a Change in Control. If you are Terminated terminated by the Company without Cause during the term of this Agreement and prior to a Change in ControlControl of the Company, you shall be entitled to the followingreceive: (a) A single lump sum payment equal to the higher of: (1) your annual salary immediately prior to your Date of Termination, or (2) your highest annual salary during the three prior two year fiscal years preceding the fiscal year in which your Date of Termination occurs.occurs for a period of two (2) years after your Date of Termination ("Salary Continuation Period"); (b) To the extent you are covered thereunder on the Date continuation of Terminationyour and your eligible dependents' existing participation at regular employee rates, a single lump sum payment equal to the product of (i) 12 and (ii) the monthly COBRA rate in effect from time to time, in all of the Company's medical, dental and group life plans or programs in which you were participating immediately prior to your Date of Termination during the Salary Continuation Period, after which time for your you and your eligible dependents’ dependents will be eligible for coverage under COBRA. In the Company’s health plans. Upon event that your Terminationcontinued participation in any such plan or program is for whatever reason impossible, the Company shall arrange upon comparable terms to provide you with benefits substantially equivalent on an after tax basis to those which you and any covered your eligible dependents shall be are, or become, entitled to elect to continue participation in the Company’s health receive under such plans in accordance with COBRA and the otherwise applicable terms of such plans, including terms relating to payment of COBRA premiums or retiree medical contributions, if eligible and timely elected.programs; (c) A single lump sum payment equal to the product of (i) 12 and (ii) the monthly premium rate applicable upon conversion of your non-optional Company-group life insurance to individual coverage at the rate applicable to the converted policy assuming timely application to the insurance company for conversion and, if you have not timely applied for conversion, then at the group rate on the Date of Termination. (d) If and when payments are made, payment in cash of any pro-rata portion (up through your Date of Of Termination) of any amounts you would have received under the Company’s 's performance unit/share plans, Annual Incentive Compensation Plan, incentive compensation plan and any other similar executive compensation plan in which you were a participant immediately prior to your Date of Termination.; and (ed) A single lump sum payment in cash equal outplacement services historically offered to your Average Annual Bonus. (f) To the extent you are participating thereunder on the Date of Termination, a single lump sum payment equal to the sum of (i) (A) displaced employees by the Company matching contribution you would have received under the Company’s thrift plan and nonqualified deferred compensation plan as if you had been contributing substantially the same percentage of terms and fee structure as is consistent with an employee in your eligible compensation under such plans as in effect on your Date of Termination during the 12-month period following your Date of Termination and (B) the annual cash balance credit amount you would have received under the Company’s cash balance plan and nonqualified supplemental retirement plan during the 12-month period following your Date of Termination and (ii) an amount such that after payment by you of all taxes, including any income and employment taxes imposed on such amount, you retain an amount equal to the amount calculated under (i) above. For purposes of this calculation, payments made pursuant to paragraph 1(a) and 1(e) hereof shall be deemed includable compensation under these plans to the same extent as if you had remained an active employee of the Company and the payments were made for base salary and annual bonus, respectively, during the 12-month period following your Date of Termination. (g) To the extent you had elected to receive such services prior to the Date of Termination, financial counseling services shall be provided to you in accordance with the Company’s financial counseling services plan during the 12-month period following your Date of Termination; provided that, the maximum amount payable to the provider of such services shall not exceed $5,000. (h) Reasonable outplacement services, for a period not to exceed the 12-month period following your Date of Termination. (i) A single lump sum payment equal to the value of all unused, earned and accrued vacation as of your Date of Termination. (j) All unexpired, non-restricted stock options held by you under any Company stock option plan shall immediately vest as of your Date of Termination, and shall be exercisable, if at all, in accordance with the option agreements and plans granting such options to youposition. However, in the event that your employment with the Company is Terminated terminated during the term of this Agreement and prior to a Change in Control of the Company and such Termination termination is not a Termination termination without Cause (including, without limitation, termination by reason of your voluntary termination, retirement, death, or Disability), or if your employment is terminated for Cause during the term of this Agreement, you shall not be entitled to receive any benefits under this Agreement.

Compensation Prior to a Change in Control. If you are Terminated by the Company without Cause during the term of this Agreement and prior to a Change in ControlControl of the Company, you shall be entitled to the followingreceive: (a) A single lump sum payment equal to of the higher of: ; (1) your annual salary immediately prior to your Date of Termination, or (2) your highest annual salary during the prior three fiscal years preceding the fiscal year in which your Date of Termination occurs., for a period of one (1) year after your Date of Termination ("Salary Continuation Period"); (b) To the extent you are covered thereunder on the Date continuation of Terminationyour and your eligible dependents' existing participation at regular employee rates, a single lump sum payment equal to the product of (i) 12 and (ii) the monthly COBRA rate in effect from time to time, in all of the Company's medical, dental and group life plans and other programs in which you were participating immediately prior to your Date of Termination during the Salary Continuation Period, after which time for your you and your eligible dependents’ dependents will be eligible for coverage under COBRA. In the Company’s health plans. Upon event that your Terminationcontinued participation in any such plan or program is for whatever reason impossible, the Company shall arrange upon comparable terms to provide you with benefits substantially equivalent on an after tax basis to those which you and any covered your eligible dependents shall be are, or become, entitled to elect to continue participation in the Company’s health receive under such plans in accordance with COBRA and the otherwise applicable terms of such plans, including terms relating to payment of COBRA premiums or retiree medical contributions, if eligible and timely elected.programs; (c) A single lump sum payment equal to the product of (i) 12 and (ii) the monthly premium rate applicable upon conversion of your non-optional Company-group life insurance to individual coverage at the rate applicable to the converted policy assuming timely application to the insurance company for conversion and, if you have not timely applied for conversion, then at the group rate on the Date of Termination. (d) If and when payments are made, payment in cash of any pro-rata portion (up through your Date of Of Termination) of any amounts you would have received under the Company’s 's performance unit/share plans, Annual Incentive Compensation Plan, and any other similar executive compensation plan in which you were a participant immediately prior to your Date of Termination.; (ed) A single lump sum provide for payment in cash an amount equal to your Average Annual Bonus.; (fe) To the extent you are participating thereunder on the Date continuation of Termination, a single lump sum payment equal to the sum of (i) (A) the Company matching contribution you would have received under your existing participation in the Company’s 's thrift plan and nonqualified plan, cash balance pension plan, non-qualified supplemental pension plan, deferred compensation plan as if you had been contributing the same percentage of your eligible compensation under such plans as in effect on your Date of Termination during the 12-month period following your Date of Termination and (B) the annual cash balance credit amount you would have received under the Company’s cash balance plan and nonqualified supplemental retirement financial counseling services plan during the 12-month period following your Date of Termination and Salary Continuation Period (ii) an amount such that after payment by you of all taxes, including any income and employment taxes imposed on such amount, you retain an amount equal to the amount calculated under (i) above. For purposes of this calculation, payments made pursuant to paragraph 1(a) and 1(e1(c) hereof shall be deemed includable compensation under these plans to the same extent as if you had remained an active employee of the Company company and the payments were made for base salary and annual bonus, respectively, during the 12-month period following your Date of Termination.); (gf) To outplacement services substantially similar to those historically offered by the extent you had elected Company to receive such services prior to the Date of Termination, financial counseling services shall be provided to you in accordance with the Company’s financial counseling services plan during the 12-month period following your Date of Terminationdisplaced senior executives; provided that, the maximum amount payable to the provider of such services shall not exceed $5,000. (h) Reasonable outplacement services, for a period not to exceed the 12-month period following your Date of Termination.Salary Continuation Period; (ig) A single lump sum payment pay to you an amount equal to the value of all unused, earned and accrued vacation as of your Date of Termination.; and (jh) All unexpired, non-restricted provide for the immediate vesting of all stock options held by you under any Company stock option plan shall immediately vest you, as of your Date of Termination, under any Company stock option plan and all such options shall be exercisable, if at all, in accordance with exercisable during the option agreements Salary Continuation Period and plans granting such options to youfor 120 days thereafter. However, in the event that your employment with the Company is Terminated during the term of this Agreement and prior to a Change in Control of the Company and such Termination is not a Termination without Cause (including, without limitation, termination by reason of your voluntary terminationtermination (other than Constructive Termination), retirement, death, or Disability), or if your employment is terminated for Cause during the term of this Agreement, you shall not be entitled to receive any benefits under this Agreement.