Common use of Compensation Upon Certain Terminations by the Company Clause in Contracts

Compensation Upon Certain Terminations by the Company. (a) If the Executive’s employment is terminated by the Company other than for Cause (including a termination by reason of the Company’s written notice to the Executive of its decision not to extend the Agreement pursuant to Section 1 hereof) or by the Executive for Good Reason, the Company’s sole obligations hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (ii) the Company shall continue to pay the Executive the Base Salary for a period of one (1) year following the Termination Date; and (iii) in consideration of the Executive signing a general release in form and substance satisfactory to the Company, the Company shall pay the Executive any incentive compensation under the plan described in Section 6 that the Executive would have received if the Executive had remained employed with the Company for a period of one (1) year after the Termination Date. (b) If during the term of the Agreement (including any extensions thereof), the Executive’s employment is terminated by the Company for Cause or by reason of the Executive’s death, or if the Executive gives the Company a written notice of termination other than one for Good Reason, the Company’s sole obligation hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 7(a) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) pursuant to the Company’s Supplemental Retirement Plan (collectively, the “Accrued Compensation”). The Executive’s entitlement to any other benefits shall be determined in accordance with the Company’s employee benefit plans then in effect. (c) If the Executive’s employment is terminated by the Company by reason of the Executive’s Disability, the Company’s sole obligations hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; and (ii) the Executive shall be entitled to receive any disability benefits available under the Company’s Long-Term Disability Plan. (d) For up to twelve (12) months during the period the Executive is receiving salary continuation pursuant to Section 9(b)(ii) hereof, the Company shall, at its expense, provide to the Executive and the Executive’s beneficiaries medical and dental benefits similar in the aggregate to the those provided to the Executive immediately prior to the date of the Executive’s termination of employment; provided, however, that the Company’s obligation to provide such benefits shall cease upon the earlier of (i) the Executive’s becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive’s right to continue such medical and dental benefits under applicable law (such as COBRA). (e) The amounts payable to the Executive pursuant to this Section 9 will be paid to the Executive at such times as the Executive would have otherwise been entitled to receive such amounts had the Executive not been terminated (determined in accordance with the Company’s payroll practices at the time of termination) and only so long as the Executive has not breached the provisions of Section 10 hereof. (f) Executive shall not be required to mitigate the amount of any payment provided for in this Section 9 by seeking other employment or otherwise and no such payment or benefit shall be eliminated, offset or reduced by the amount of any compensation provided to the Executive in any subsequent employment, except as provided in Section 9(d). (g) Except as otherwise expressly provided in Section 9 above, all of the Executive’s rights to salary, bonuses, fringe benefits and other compensation hereunder (if any) which accrue or become payable after the Termination Date will cease upon the Termination Date. The Executive’s termination of employment with the Company for any reason shall be deemed to automatically remove the Executive, without further action, from any and all offices held by Executive with the Company or its affiliates. (h) Notwithstanding any other payment schedule provided herein to the contrary, if the 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 the Executive, and (B) the date of the 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 shall be paid to the 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 benefits to be provided during the Delay Period is considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the 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 the Company in accordance with the procedures specified herein. (i) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of the Executive’s termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then such payments or benefits shall be made or commence upon the sixtieth (60) day following the Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Executive’s termination of employment. (j) The Company may deduct or withhold from any amounts owing from the Company to Executive all federal, state and local income, employment or other taxes as may be required to be withheld by any applicable law or regulation.

Compensation Upon Certain Terminations by the Company. (a) If during the term of the Agreement (including any extensions thereof), whether or not following a Change in Control (as defined in the applicable Change in Control Provision), the Executive’s 's employment is terminated by the Company for Cause or by reason of the Executive's death, or if the Executive gives the Company a written Notice of Termination other than one for Good Reason, the Company's sole obligations hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 7(b) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon)(collectively, "Accrued Compensation"). The Executive's entitlement to any other benefits shall be determined in accordance with the Company's employee benefit plans then in effect. (b) If the Executive's employment is terminated by the Company other than for Cause (including a termination by reason of the Company’s 's written notice to the Executive of its decision not to extend the Employment Agreement pursuant to Section 1 hereof) or by the Executive for Good Reason, the Company’s 's sole obligations hereunder shall should be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (ii) in consideration of the Executive signing a General Release: (A) the Company shall continue to pay the Executive the his Base Salary for a period of one (( 1) year following the Termination Date; and (iiiB) in consideration of the Executive signing a general release in form and substance satisfactory to the Company, the Company shall pay the Executive any incentive compensation under the plan described in Section 6 that the Executive would have received if the Executive had remained employed with the Company for a period of one (1) year after the Termination Date. (biii) If during the term of the Agreement (including any extensions thereof)provided, however, that if the Executive’s 's employment is terminated by the Company other than for Cause cause or by reason the Executive for Good Reason during the 24-month period immediately following a Change of Control (as defined in the Company's Stock Option and Performance Incentive Plan) in consideration of the Executive’s death, or if the Executive gives signing a General Release the Company a written notice of termination other than one for Good Reason, the Company’s sole obligation hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) his Base Salary, (ii) reimbursement Salary for any and all monies advanced or expenses incurred pursuant to one additional year after payments have ended under Section 7(a) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) pursuant to the Company’s Supplemental Retirement Plan (collectively, the “Accrued Compensation”10(b)(ii). The Executive’s entitlement to any other benefits shall be determined in accordance with the Company’s employee benefit plans then in effect. (c) If the Executive’s 's employment is terminated by the Company by reason of the Executive’s 's Disability, the Company’s 's sole obligations hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; and (ii) the Executive shall be entitled to receive any disability benefits available under the Company’s Long-applicable Long Term Disability Plan. (d) For up to twelve (12) months during the period the Executive is receiving salary continuation pursuant to Section 9(b)(ii10(b)(ii) hereof, the Company shall, at its expense, provide to the Executive and the Executive’s 's beneficiaries medical and dental benefits substantially similar in the aggregate to the those provided to the Executive immediately prior to the date of the Executive’s 's termination of employment; provided, however, that the Company’s 's obligation to provide such benefits shall cease upon the earlier of (i) the Executive’s 's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive’s right to continue such medical and dental benefits under applicable law (such as COBRA)employer. (e) The amounts payable to the Executive pursuant to this Section 9 will be paid to the Executive at such times as the Executive would have otherwise been entitled to receive such amounts had the Executive not been terminated (determined in accordance with the Company’s payroll practices at the time of termination) and only so long as the Executive has not breached the provisions of Section 10 hereof. (f) Executive shall not be required to mitigate the amount of any payment provided for in this Section 9 10 by seeking other employment or otherwise and no such payment or benefit shall be eliminated, offset or reduced by the amount of any compensation provided to the Executive in any subsequent employment, except as provided in Section 9(d10(d). (g) Except as otherwise expressly provided in Section 9 above, all of the Executive’s rights to salary, bonuses, fringe benefits and other compensation hereunder (if any) which accrue or become payable after the Termination Date will cease upon the Termination Date. The Executive’s termination of employment with the Company for any reason shall be deemed to automatically remove the Executive, without further action, from any and all offices held by Executive with the Company or its affiliates. (h) Notwithstanding any other payment schedule provided herein to the contrary, if the 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 the Executive, and (B) the date of the 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 shall be paid to the 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 benefits to be provided during the Delay Period is considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the 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 the Company in accordance with the procedures specified herein. (i) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of the Executive’s termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then such payments or benefits shall be made or commence upon the sixtieth (60) day following the Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Executive’s termination of employment. (j) The Company may deduct or withhold from any amounts owing from the Company to Executive all federal, state and local income, employment or other taxes as may be required to be withheld by any applicable law or regulation.

Compensation Upon Certain Terminations by the Company. (a) If during the term of the Agreement (including any extensions thereof), whether or not following a Change in Control (as defined in the applicable Change in Control Provision), the Executive’s employment is terminated by the Company for Cause or by reason of the Executive’s death, or if the Executive gives the Company a written Notice of Termination other than one for Good Reason, the Company’s sole obligations hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 7(b) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon)(collectively, “Accrued Compensation”). The Executive’s entitlement to any other benefits shall be determined in accordance with the Company’s employee benefit plans then in effect. (b) If the Executive’s employment is terminated by the Company other than for Cause (including a termination by reason of the Company’s written notice to the Executive of its decision not to extend the Employment Agreement pursuant to Section 1 hereof) or by the Executive for Good Reason, the Company’s sole obligations hereunder shall should be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (ii) in consideration of the Executive signing a General Release: (A) the Company shall continue to pay the Executive the his Base Salary for a period of one (1) year following the Termination Date; and (iiiB) in consideration of the Executive signing a general release in form and substance satisfactory to the Company, the Company shall pay the Executive any incentive compensation under the plan described in Section 6 that the Executive would have received if the Executive had remained employed with the Company for a period of one (1) year after the Termination Date. (biii) If during the term of the Agreement (including any extensions thereof)provided, however, that if the Executive’s employment is terminated by the Company other than for Cause cause or by reason of the Executive’s death, or if the Executive gives the Company a written notice of termination other than one for Good Reason, Reason during the 24-month period immediately following a Change of Control (as defined in the Company’s sole obligation hereunder Stock Option and Performance Incentive Plan) in consideration of the Executive signing a General Release the Company shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) his Base Salary, (ii) reimbursement Salary for any and all monies advanced or expenses incurred pursuant to one additional year after payments have ended under Section 7(a) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) pursuant to the Company’s Supplemental Retirement Plan (collectively, the “Accrued Compensation”10(b)(ii). The Executive’s entitlement to any other benefits shall be determined in accordance with the Company’s employee benefit plans then in effect. (c) If the Executive’s employment is terminated by the Company by reason of the Executive’s Disability, the Company’s sole obligations hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; and (ii) the Executive shall be entitled to receive any disability benefits available under the Company’s Long-applicable Long Term Disability Plan. (d) For up to twelve (12) months during the period the Executive is receiving salary continuation pursuant to Section 9(b)(ii10(b)(ii) hereof, the Company shall, at its expense, provide to the Executive and the Executive’s beneficiaries medical and dental benefits substantially similar in the aggregate to the those provided to the Executive immediately prior to the date of the Executive’s termination of employment; provided, however, that the Company’s obligation to provide such benefits shall cease upon the earlier of (i) the Executive’s becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive’s right to continue such medical and dental benefits under applicable law (such as COBRA)employer. (e) The amounts payable to the Executive pursuant to this Section 9 will be paid to the Executive at such times as the Executive would have otherwise been entitled to receive such amounts had the Executive not been terminated (determined in accordance with the Company’s payroll practices at the time of termination) and only so long as the Executive has not breached the provisions of Section 10 hereof. (f) Executive shall not be required to mitigate the amount of any payment provided for in this Section 9 10 by seeking other employment or otherwise and no such payment or benefit shall be eliminated, offset or reduced by the amount of any compensation provided to the Executive in any subsequent employment, except as provided in Section 9(d10(d). (g) Except as otherwise expressly provided in Section 9 above, all of the Executive’s rights to salary, bonuses, fringe benefits and other compensation hereunder (if any) which accrue or become payable after the Termination Date will cease upon the Termination Date. The Executive’s termination of employment with the Company for any reason shall be deemed to automatically remove the Executive, without further action, from any and all offices held by Executive with the Company or its affiliates. (h) Notwithstanding any other payment schedule provided herein to the contrary, if the 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 the Executive, and (B) the date of the 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 shall be paid to the 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 benefits to be provided during the Delay Period is considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the 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 the Company in accordance with the procedures specified herein. (i) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of the Executive’s termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then such payments or benefits shall be made or commence upon the sixtieth (60) day following the Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Executive’s termination of employment. (j) The Company may deduct or withhold from any amounts owing from the Company to Executive all federal, state and local income, employment or other taxes as may be required to be withheld by any applicable law or regulation.

Compensation Upon Certain Terminations by the Company. (a) If the Executive’s employment is terminated by the Company other than for death, Disability or Cause (including a termination by reason of the Company’s written notice to the Executive of its decision not to extend the Agreement pursuant to Section 1 hereof) or by the Executive for Good Reason, the Company’s sole obligations hereunder shall be as follows: (i) Subject to Section 10(f) and the Company shall pay the Executive the Accrued Compensation;Executive’s continued compliance with Section 11 hereof: (ii1) the The Company shall continue to pay the Executive (i) the Base Salary for a period of one eighteen (118) year months following the Termination Date; and Date (iiithe “Base Salary Continuation”) in consideration and (ii) an amount equal to the actual short-term incentive compensation the Executive would have received, based on actual achievement of the Executive signing a general release in form and substance satisfactory performance objectives pursuant to the Company, the Company shall pay the Executive any incentive compensation under the bonus plan described in Section 6 that the Executive would have received 4 above, if the Executive had remained employed with the Company for a period of one (1) year after the Termination Date, paid on the date on which the bonus for each such period is paid to executives generally (together with the Base Salary Continuation, the “Severance Payment”); (2) The Company shall pay the Executive: (i) the amount of any unpaid short-term incentive compensation for any performance period ending prior to the Termination Date, determined based on actual achievement of the performance objectives pursuant to the bonus plan described in Section 4 above, paid on the date on which the bonus for such period is paid to executives generally; and (ii) a short-term incentive amount for the performance period in which the Termination Date occurs, based on actual achievement of the performance objectives pursuant to the bonus plan described in Section 4 above and prorated based on the number of days employed during the performance period (including the Termination Date), paid on the date on which the bonus for each such period is paid to executives generally; and (3) If the Termination Date occurs prior to the vesting of the Sign-On Award set forth in Section 6 above, then the entire amount of the Sign-On Award will immediately vest as of the Termination Date; and (4) Subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for up to eighteen (18) months following the Termination Date, the Company shall, at its expense, provide to the Executive and the Executive’s dependents medical and dental benefits similar in the aggregate to the those provided to the Executive immediately prior to the Termination Date; provided, however, that the Company’s obligation to provide such benefits shall cease upon the earlier of (i) the Executive’s becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive’s right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 10(a)(i)(4) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), in which case the Company shall reimburse the Executive for out-of-pocket expenses under COBRA for the Executive and his dependents in lieu of providing the foregoing medical and dental benefits. Notwithstanding the foregoing, the Company may elect to provide such reimbursement in lieu of providing such medical and dental benefits. (b) If during the term of the Agreement (including any extensions thereof), the Executive’s employment is terminated by the Company for Cause or by reason of the Executive’s death, or if the Executive gives the Company a written notice of termination other than one for Good Reason, the Company’s sole obligation hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 7(a8(a) through the Termination Date, and (iii) in the event of the Executive’s death, the amount of any earned compensation which unpaid short-term incentive for any performance period ending prior to the Executive had previously deferred (including any interest earned or credited thereon) Termination Date, determined based on actual achievement of performance objectives pursuant to the Company’s Supplemental Retirement Plan (collectivelybonus plan described in Section 4 above, paid on the “Accrued Compensation”)date on which the bonus for such period is paid to executives generally. The Executive’s entitlement to any other benefits shall be determined in accordance with the Company’s employee benefit plans then in effect. (c) If the Executive’s employment is terminated by the Company by reason of the Executive’s Disability, the Company’s sole obligations hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensationamount of any unpaid short-term incentive for any performance period ending prior to the Termination Date, determined based on actual achievement of the performance objectives pursuant to the bonus plan described in Section 4 above, paid on the date on which the bonus for such period is paid to executives generally; and (ii) the Executive shall be entitled to receive any disability benefits available under the Company’s Long-Term Disability Plan. (d) For This Section 10(d) shall apply if there is a termination of the Executive’s employment (i) by the Company other than for death, Disability or Cause or (ii) by the Executive for Good Reason, in each case, either (A) during the two-year period following a Change in Control or (B) during the six (6) month period preceding a Change in Control; provided that to the extent a termination occurs pursuant to the foregoing clause (B), the Executive shall receive the benefits described in Section 10(a) in accordance with the terms thereof and any additional benefits provided in this Section 11(d) shall be paid in accordance with the terms hereof; provided further that if a Change in Control subsequently occurs, the unpaid balance of the benefits provided in Section 10(a) shall be provided in accordance with this Section 10(d). If any termination described in this Section 10(d) occurs, the Executive (or the Executive’s estate, if the Executive dies after such termination and execution of the release but before receiving such amount) shall receive the following: (i) Subject to Section 10(f) and the Executive’s continued compliance with Section 11 hereof: (1) The Company shall pay the Executive: (i) the amount of any unpaid short-term incentive compensation for any performance period ending prior to the Termination Date, determined based on actual achievement of the performance objectives pursuant to the bonus plan described in Section 4 above, paid on the date on which the bonus for such period is paid to executives generally; and (ii) a short-term incentive amount for the performance period in which the Termination Date occurs, based on actual achievement of the performance objectives pursuant to the bonus plan described in Section 4 above and prorated based on the number of days employed during the performance period (including the Termination Date), paid on the date on which the bonus for each such period is paid to executives generally; and (2) The Company shall pay the Executive (i) an amount equal to two (2.0) times the Base Salary and (ii) an amount equal to one and one-half (1.5) times the target amount of short-term incentive to which the Executive would have been entitled pursuant to the plan described in Section 4 above had the Executive’s employment continued for one (1) year after the Termination Date, in each case, payable in a lump sum within thirty (30) days following the Termination Date; provided that to the extent a Change in Control is not a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A then, notwithstanding the foregoing, any amount payable under this Section 10(d)(i)(1) which constitutes “nonqualified deferred compensation” for purposes of Code Section 409A shall be payable in pro-rata equal installments over the two (2) year period following the Termination Date in accordance with Section 10(e) hereof; (3) Subject to the Executive’s timely election of continuation coverage under COBRA, for up to twelve eighteen (1218) months during following the period the Executive is receiving salary continuation pursuant to Section 9(b)(ii) hereofTermination Date, the Company shall, at its expense, provide to the Executive and the Executive’s beneficiaries dependents medical and dental benefits similar in the aggregate to the those provided to the Executive immediately prior to the date of the Executive’s termination of employmentTermination Date; provided, however, that the Company’s obligation to provide such benefits shall cease upon the earlier of (i) the Executive’s becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive’s right to continue such medical and dental benefits under applicable law (such as COBRA). (e) The amounts payable to ; provided, further, that notwithstanding the Executive pursuant to this Section 9 will be paid to foregoing, the Executive at such times as the Executive would have otherwise been entitled to receive such amounts had the Executive not been terminated (determined in accordance with the Company’s payroll practices at the time of termination) and only so long as the Executive has not breached the provisions of Section 10 hereof. (f) Executive Company shall not be required obligated to mitigate provide the amount of any payment provided for in continuation coverage contemplated by this Section 9 by seeking other employment or otherwise and no such payment or benefit shall be eliminated, offset or reduced by 10(d)(i)(3) if it would result in the amount imposition of any compensation provided to the Executive in any subsequent employment, except as provided in Section 9(d). (g) Except as otherwise expressly provided in Section 9 above, all of the Executive’s rights to salary, bonuses, fringe benefits and other compensation hereunder (if any) which accrue or become payable after the Termination Date will cease upon the Termination Date. The Executive’s termination of employment with excise taxes on the Company for any reason shall be deemed failure to automatically remove the Executive, without further action, from any and all offices held by Executive comply with the Company or its affiliates. (h) Notwithstanding any other payment schedule provided herein to the contrary, if the 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 nondiscrimination requirements of the following shall apply: (i) With regard to any payment that is considered deferred compensation under Code Section 409A payable on account Patient Protection and Affordable Care Act 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 the Executive2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (B) the date of the Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Periodapplicable), all payments delayed pursuant to this Section shall be paid to the 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 benefits to be provided during the Delay Period is considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and which case the Company shall reimburse the ExecutiveExecutive for out-of-pocket expenses under COBRA for the Executive and his dependents in lieu of providing the foregoing medical and dental benefits. Notwithstanding the foregoing, to the extent that such costs would otherwise have been paid by the Company or may elect to the extent that provide such benefits would otherwise have been provided by the Company at no cost to the Executive, the Company’s share reimbursement in lieu of the cost of providing such benefits upon expiration of the Delay Period, medical and any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein.dental benefits; and (i4) To Immediate accelerated vesting of all outstanding equity-based and cash-based incentive awards (using target level of achievement under the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer respective award agreement for any award subject to revocation, if applicable) within sixty (60) days following performance-based criteria to determine the date of the Executive’s termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then such payments or benefits shall be made or commence upon the sixtieth (60) day following the Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Executive’s termination of employmentvested award amount). (j) The Company may deduct or withhold from any amounts owing from the Company to Executive all federal, state and local income, employment or other taxes as may be required to be withheld by any applicable law or regulation.

Compensation Upon Certain Terminations by the Company. (a) If the Executive’s employment is terminated by the Company other than for Cause (including a termination by reason of the Company’s written notice to the Executive of its decision not to extend the Agreement pursuant to Section 1 hereof) or by the Executive for Good Reason, the Company’s sole obligations hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (ii) the Company shall continue to pay the Executive the Base Salary for a period of one (1) year following the Termination Date; and (iii) in consideration of the Executive signing a general release in form and substance satisfactory to the Company, the Company shall pay the Executive any incentive compensation under the plan described in Section 6 that the Executive would have received if the Executive had remained employed with the Company for a period of one (1) year after the Termination Date. (b) If during the term of the Agreement (including any extensions thereof), whether or not following a Change in Control (as defined in the applicable Change in Control Provision), the Executive’s 's employment is terminated by the Company for Cause or by reason of the Executive’s 's death, or if the Executive gives the Company a written notice Notice of termination Termination other than one for Good Reason, the Company’s 's sole obligation obligations hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 7(a7(b) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) pursuant to the Company’s Supplemental Retirement Plan (collectively, the “"Accrued Compensation”"). The Executive’s 's entitlement to any other benefits shall be determined in accordance with the Company’s 's employee benefit plans then in effect. (b) If the Executive's employment is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company's sole obligations hereunder should be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (ii) in consideration of the Executive signing a General Release; which General Release becomes effective and irrevocable within the time prescribed therein but in no event later than the sixtieth (60th) day following the Termination Date and which contains a release of Executive's claims against the Company in a form reasonably satisfactory to the Company (but which will not require Executive to release his rights under this Agreement, indemnification rights or any vested rights under any Company plan or agreement); (A) the Company shall continue to pay the Executive his Base Salary for a period of one (1) year following the Termination Date, in accordance with the Company's prevailing payroll practices, which payments shall commence on the first payroll date following the effective date of the General Release (the "Starting Date"), and which shall include those payments that would have previously been paid if the payments had begun on the first payroll date following the Termination Date. (B) the Executive shall be entitled to pro rata vesting of all shares of the Company's restricted stock that were granted pursuant to Section 4 of this Agreement. Pro rata vesting of said shares shall be based on the number of months employed during the vesting period. (C) the Executive shall be entitled to and the Company agrees to pay a pro rata payout of any incentive compensation that is paid for the Season in which the Termination Date occurs. Pro rata vesting of any incentive compensation shall be based on the number of days employed during the Season. (iii) provided, however, that if the Executive's employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the 24-month period immediately following a Change of Control (as defined in the Company's Stock Option and Performance Incentive Plan) in consideration of the Executive signing a General Release in the form described above the Company shall continue to pay, under the same terms and conditions as set forth in Section 10(b)(ii)(A), the Executive his Base Salary for one additional year after payments have ended under Section 10(b)(ii)(A). (c) If the Executive’s 's employment is terminated by the Company by reason of the Executive’s 's Disability, the Company’s 's sole obligations hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; and (ii) the Executive shall be entitled to receive any disability benefits available under the Company’s Long-applicable Long Term Disability Plan. (d) For up to twelve (12) months during the period the Executive is receiving salary continuation pursuant to Section 9(b)(ii10(b)(ii) hereof, the Company shall, at its expense, provide to the Executive and the Executive’s 's beneficiaries medical and dental benefits substantially similar in the aggregate to the those provided to the Executive immediately prior to the date of the Executive’s 's termination of employment; provided, however, that the Company’s 's obligation to provide such benefits shall cease upon the earlier of (i) the Executive’s 's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive’s right to continue such medical and dental benefits under applicable law (such as COBRA)employer. (e) The amounts payable to the Executive pursuant to this Section 9 will be paid to the Executive at such times as the Executive would have otherwise been entitled to receive such amounts had the Executive not been terminated (determined in accordance with the Company’s payroll practices at the time of termination) and only so long as the Executive has not breached the provisions of Section 10 hereof. (f) Executive shall not be required to mitigate the amount of any payment provided for in this Section 9 by seeking other employment or otherwise and no such payment or benefit shall be eliminated, offset or reduced by the amount of any compensation provided to the Executive in any subsequent employment, except as provided in Section 9(d). (g) Except as otherwise expressly provided in Section 9 above, all of the Executive’s rights to salary, bonuses, fringe benefits and other compensation hereunder (if any) which accrue or become payable after the Termination Date will cease upon the Termination Date. The Executive’s termination of employment with the Company for any reason shall be deemed to automatically remove the Executive, without further action, from any and all offices held by Executive with the Company or its affiliates. (h) Notwithstanding any other payment schedule provided herein to the contrary, if the 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 the Executive, and (B) the date of the 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 shall be paid to the 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 benefits to be provided during the Delay Period is considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the 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 the Company in accordance with the procedures specified herein. (i) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of the Executive’s termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then such payments or benefits shall be made or commence upon the sixtieth (60) day following the Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Executive’s termination of employment. (j) The Company may deduct or withhold from any amounts owing from the Company to Executive all federal, state and local income, employment or other taxes as may be required to be withheld by any applicable law or regulation.

Compensation Upon Certain Terminations by the Company. (a) If the Executive’s employment is terminated by the Company other than for death, Disability or Cause (including a termination by reason of the Company’s written notice to the Executive of its decision not to extend the Agreement pursuant to Section 1 hereof) or by the Executive for Good Reason, the Company’s sole obligations hereunder shall be as follows: (i) the The Company shall pay the Executive the Accrued Compensation; (ii) Subject to Section 9(f) and the Executive’s continued compliance with Section 10 hereof: (1) The Company shall continue to pay the Executive the Base Salary for a period of one eighteen (118) year months following the Termination Date; andDate (the “Base Salary Continuation”); (iii2) in consideration of the Executive signing a general release in form and substance satisfactory to the Company, the The Company shall pay the Executive (x) the amount of any incentive compensation under unpaid bonus for any performance period terminating prior to the Termination Date, determined based on actual achievement of performance objectives pursuant to the bonus plan described in Section 6 above, paid on the date on which the bonus for each such period is paid to executives generally (y) a pro rata amount, based on the number of days elapsed during the applicable performance period, of the amount of bonus to which the Executive would have been entitled pursuant to the plan described in Section 6 that above for the performance period in which the Termination Date occurs, based on actual achievement of performance objectives for such period, paid on the date on which the bonus for such period is paid to executives generally, and (z) an amount equal to 1.5 times the target amount of bonus to which the Executive would have received if been entitled pursuant to the Executive plan described in Section 6 above had remained employed with the Company Executive’s employment continued for a period of one (1) year after the Termination Date, paid in equal installments on the payroll dates on which Base Salary is generally paid (such payments described in clause (z) together with the Base Salary Continuation, the “Severance Payment”); (3) Immediate accelerated vesting of a portion of the equity-based and cash-based incentive awards then outstanding, such portion equal to the portion of each such award that was scheduled to vest during the eighteen (18) months following the Termination Date (using the actual achievement to the Termination Date level of achievement under the respective award agreement for any award subject to performance-based criteria to determine the vested award amount); and (4) Subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for up to eighteen (18) months following the Termination Date, the Company shall, at its expense, provide to the Executive and the Executive’s dependents medical and dental benefits similar in the aggregate to the those provided to the Executive immediately prior to the Termination Date; provided, however, that the Company’s obligation to provide such benefits shall cease upon the earlier of (i) the Executive’s becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive’s right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 9(a)(ii)(4) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), in which case the Company shall reimburse Executive for out-of-pocket expenses under COBRA for Executive and his dependents in lieu of providing the foregoing medical and dental benefits. Notwithstanding the foregoing, the Company may elect to provide such reimbursement in lieu of providing such medical and dental benefits. (b) If during the term of the Agreement (including any extensions thereof), the Executive’s employment is terminated by the Company for Cause or by reason of the Executive’s death, or if the Executive gives the Company a written notice of termination other than one for Good Reason, the Company’s sole obligation hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 7(a) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) pursuant to the Company’s Supplemental Retirement Plan (collectively, the “Accrued Compensation”)) and (iv) in the event of the Executive’s death, the amount of any unpaid bonus for the year prior to the year in which the Termination Date occurs, determined based on actual achievement of performance objectives pursuant to the bonus plan described in Section 6 above. The Executive’s entitlement to any other benefits shall be determined in accordance with the Company’s employee benefit plans then in effect. (c) If the Executive’s employment is terminated by the Company by reason of the Executive’s Disability, the Company’s sole obligations hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (ii) any unpaid bonus for the year prior to the year in which the Termination Date occurs, determined based on actual achievement of performance objectives pursuant to the bonus plan described in Section 6 above; and (iiiii) the Executive shall be entitled to receive any disability benefits available under the Company’s Long-Term Disability Plan. (d) For up This Section 9(d) shall apply if there is a termination of the Executive’s employment (i) by the Company other than for death, Disability or Cause (including a termination by reason of the Company’s written notice to twelve (12) months during the period the Executive is receiving salary continuation of its decision not to extend the Agreement pursuant to Section 9(b)(ii1 hereof) or (ii) by the Executive for Good Reason, in each case, either (A) during the one-year period following a Change in Control or (B) during the six (6) month period preceding a Change in Control; provided that to the extent a termination occurs pursuant to the foregoing clause (B), the Executive shall receive the benefits described in Section 9(a) in accordance with the terms thereof and any additional benefits provided in this Section 9(d) shall be paid in accordance with the terms hereof; provided further that if a Change in Control subsequently occurs, the unpaid balance of the benefits provided in Section 9(a) shall be provided in accordance with this Section 9(d). If any termination described in this Section 9(d) occurs, the Executive (or the Executive’s estate, if the Executive dies after such termination and execution of the release but before receiving such amount) shall receive the following: (i) The Company shall pay the Executive the Accrued Compensation; (ii) Subject to Section 9(f) and the Executive’s continued compliance with Section 10 hereof: (1) A lump sum payment of an amount equal to the sum of (x) the amount of any unpaid bonus for any performance period terminating prior to the Termination Date, determined based on actual achievement of performance objectives pursuant to the bonus plan described in Section 6 above, (y) a pro rata amount, based on the number of days elapsed during the applicable performance period, of the amount of bonus to which the Executive would have been entitled pursuant to the plan described in Section 6 above for the performance period in which the Termination Date occurs, based on actual achievement of performance objectives for such period and (z) an amount equal to 2.0 times the target amount of bonus to which the Executive would have been entitled pursuant to the plan described in Section 6 above had the Executive’s employment continued for one (1) year after the Termination Date,, payable within thirty (30) days following the Termination Date; (2) The Company shall pay the Executive an amount equal to two (2.0) times the Base Salary, payable in a lump sum within thirty (30) days following the Termination Date; provided that to the extent a Change in Control is not a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A then, notwithstanding the foregoing, any amount payable under this Section 9(d)(ii)(2) which constitutes “nonqualified deferred compensation” for purposes of Code Section 409A shall be payable in pro-rata equal installments over the two (2) year period following the Termination Date in accordance with Section 9(e) hereof; (3) Subject to the Executive’s timely election of continuation coverage under COBRA, for up to eighteen (18) months following the Termination Date, the Company shall, at its expense, provide to the Executive and the Executive’s beneficiaries dependents medical and dental benefits similar in the aggregate to the those provided to the Executive immediately prior to the date of the Executive’s termination of employmentTermination Date; provided, however, that the Company’s obligation to provide such benefits shall cease upon the earlier of (i) the Executive’s becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive’s right to continue such medical and dental benefits under applicable law (such as COBRA). (e) The amounts payable to ; provided, further, that notwithstanding the Executive pursuant to this Section 9 will be paid to foregoing, the Executive at such times as the Executive would have otherwise been entitled to receive such amounts had the Executive not been terminated (determined in accordance with the Company’s payroll practices at the time of termination) and only so long as the Executive has not breached the provisions of Section 10 hereof. (f) Executive Company shall not be required obligated to mitigate provide the amount of any payment provided for in continuation coverage contemplated by this Section 9 by seeking other employment or otherwise and no such payment or benefit shall be eliminated, offset or reduced by 9(d)(ii)(3) if it would result in the amount imposition of any compensation provided to the Executive in any subsequent employment, except as provided in Section 9(d). (g) Except as otherwise expressly provided in Section 9 above, all of the Executive’s rights to salary, bonuses, fringe benefits and other compensation hereunder (if any) which accrue or become payable after the Termination Date will cease upon the Termination Date. The Executive’s termination of employment with excise taxes on the Company for any reason shall be deemed failure to automatically remove the Executive, without further action, from any and all offices held by Executive comply with the Company or its affiliates. (h) Notwithstanding any other payment schedule provided herein to the contrary, if the 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 nondiscrimination requirements of the following shall apply: (i) With regard to any payment that is considered deferred compensation under Code Section 409A payable on account Patient Protection and Affordable Care Act 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 the Executive2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (B) the date of the Executive’s death (the “Delay Period”) to the extent required applicable) , in which case the Company shall reimburse Executive for out-of-pocket expenses under Code Section 409A. Upon COBRA for Executive and his dependents in lieu of providing the expiration foregoing medical and dental benefits. Notwithstanding the foregoing, the Company may elect to provide such reimbursement in lieu of the Delay Period, all payments delayed pursuant to this Section shall be paid to the Executive in a lump sum, providing such medical and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them hereindental benefits; and (ii4) To the extent that any benefits to be provided during the Delay Period is considered deferred compensation under Code Section 409A provided on account Immediate accelerated vesting of a “separation from service,” all outstanding equity-based and such benefits are not otherwise exempt from Code Section 409Acash-based incentive awards (using, the Executive shall pay the cost greater of such benefits during the Delay Period, and the Company shall reimburse the Executive, target (100%) or actual achievement to the extent that such costs would otherwise have been paid by Termination Date level of achievement under the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and respective award agreement for any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein. (i) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer award subject to revocation, if applicable) within sixty (60) days following performance-based criteria to determine the date of the Executive’s termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then such payments or benefits shall be made or commence upon the sixtieth (60) day following the Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Executive’s termination of employmentvested award amount). (j) The Company may deduct or withhold from any amounts owing from the Company to Executive all federal, state and local income, employment or other taxes as may be required to be withheld by any applicable law or regulation.