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

Compensation Upon Termination or During Disability. (i) During any period in which the Executive fails to perform his duties as a result of incapacity due to physical or mental illness, he shall continue to receive his full base salary at the rate then in effect until his employment is terminated pursuant to paragraph 3(i) hereof. Thereafter, his benefits, if any, shall be determined in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) If the Executive’s employment shall be terminated for Cause or if the Executive’s employment is terminated by the Executive without Good Reason, the Corporation shall pay to him his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation shall have no further obligations to the Executive under this Agreement. (iii) If the Corporation shall terminate the Executive’s employment other than pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. (i) 12.1 During any period in which the Executive that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, he Employee shall continue to receive his full base salary Base Salary at the rate then in effect for such period until his employment is terminated pursuant to paragraph 3(i) Section 10 hereof. Thereafter. 12.2 If Employee's employment is terminated by his death, Employer shall pay to Employee's spouse, or if Employee leaves no spouse, to his benefitsestate, if any, shall be determined in accordance with whatever disability income insurance plan or plans commencing on the Corporation may then have in effect; provided, however, that, if at next succeeding day which is the time Disability last day of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available month, and monthly thereafter on the date the Change in Control became effectivelast day of each month, then his termination until a total of employment by the Corporation shall be deemed three payments have been made, an amount equal to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu one twelfth of the provisions of this paragraph 4(i)Base Salary in effect immediately prior to such termination. (ii) 12.3 If the Executive’s Employee's employment shall be terminated for Cause or if the Executive’s employment is terminated by the Executive without Good ReasonCause, the Corporation Employer shall pay to him Employee his full base salary Base Salary through the Date date of Termination such termination at the rate in effect at the time Notice of Termination is given and the Corporation Employer shall have no further obligations to the Executive Employee under this Agreement. 12.4 If (iiiA) If the Corporation Employer shall terminate the Executive’s Employee's employment hereunder other than pursuant to paragraph 3(ias permitted hereby or (B) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive Employee shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in ControlReason, then: (A) The Corporation then Employer shall pay to the Executive, not later than thirty Employee in cash or by cashier's check within five (305) business days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation such termination as Employee's sole remedy for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to such termination the sum of (1) Employee's Base Salary or, if greater, the greater of the Executive’s highest annual base salary compensation rate in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years immediately prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicablesuch termination, multiplied by a fraction, the numerator of which is number equal to the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days years in the fiscal yearOriginal Term, payable not later than thirty (302) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent greater of the retirement pension amount paid and/or payable to which Employee or accrued by the Executive would have been entitled under Employer for Employee pursuant to all applicable Incentive Compensation Plans (i) for the terms fiscal year of such retirement plan the Employer prior to the fiscal year of any Change in Control or programs had he accumulated 36 additional months (ii) for the immediately preceding fiscal year of continuous service after the Date Employer (even though in either (i) or (ii) payable in the next succeeding fiscal year(s) of Termination (orEmployer), if less, multiplied by a number equal to the number of months between years in the Date Original Term, and (3) all cash amounts due pursuant to Section 5 hereof. The receipt of Termination such payments shall constitute the sole remedy of Employee for such termination and the making of such payments shall constitute full performance by Employer under this Agreement. For purpose of this Section 12.4 only, the Original Term, if greater than 2.99 years, shall be 2.99 years. 12.5 If the Employee shall terminate his employment pursuant to Section 11 hereof for any reason other than Good Reason, Employer shall pay Employee his full Base Salary through the date on which of such termination at the Executive attains normal retirement age under the plan) at his base salary rate in effect on at the Date time Notice of Termination reduced by the single sum actuarial equivalent of any amounts is given. 12.6 If Employee's employment shall be terminated pursuant to which the Executive is entitled Section 10.1 (C) then Employer shall pay Employee and provide benefits to Employee pursuant to the provisions standard policy of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidEmployer. (vi) 12.7 The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive Employee shall not be required to mitigate the amount of any payment provided for in this paragraph 4 Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. Upon termination of the Executive's employment or during a period of disability the Executive shall be entitled to the following compensation and benefits: (ia) During any period in which that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, he the Executive shall continue to receive his full base salary at the rate then in effect at the commencement of any such period until his employment is terminated pursuant to paragraph 3(isubsection 6(a) hereof, together with any bonus that may be payable pursuant to subsection 3(b). Thereafter, his benefitsthe compensation provided in Section 3 hereof shall continue to be paid to the Executive for the longer of (i) a period of 36 months after such termination and (ii) the remaining term of this Agreement pursuant to Section 2 hereof, if any, shall be determined in accordance with whatever disability income insurance plan or plans either case at the Corporation may then have annual base salary in effect; provided, however, that, if effect at the time Disability of the Executive his employment is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disabilityterminated, and the provisions of paragraph 4(iii) hereof Executive shall apply in lieu of continue to be covered by the provisions of this paragraph 4(i)Company's health, dental and life insurance benefits for such period. (iib) If the Executive’s 's employment shall be terminated terminated, at any time prior to a change in control of the Company, for Cause proper cause or if the Executive’s employment is terminated by the Executive without him other than for Good Reason, the Corporation Executive shall pay to him his be paid the Executive's full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation Company shall thereafter have no further obligations to the Executive under this Agreement. (c) If the Executive's employment shall be terminated by reason of the Executive's death, the compensation provided in subsection 3(a) hereof shall be paid to the person designated from time to time in writing by the Executive and, if not so designated, to the Executive's estate for the longer of (i) a period of 36 months following such termination and (ii) the remaining term of this Agreement pursuant to Section 2 hereof, in either case at the annual base salary in effect at the time of his death. The person designated by the Executive and, if not so designated, the Executive's estate shall also receive (i) any bonus awarded pursuant to subsection 3(b) and not yet paid and (ii) with respect to the year in which the Executive dies (in the event the directors of the Company have not yet determined whether to award the Executive a bonus for such calendar year), a bonus equal to the product of (x) the annual base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the Deemed Bonus Fraction (as defined in subsection 9(d) below). (d) If the Executive's employment shall be terminated (I) by the Company other than for proper cause or disability or (II) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below: (i) the Company shall pay as severance pay to the Executive, not later than the Date of Termination, a lump sum severance payment (the "Severance Payment") equal to (A) the aggregate of all compensation due to the Executive hereunder had his employment not been so terminated, including, without limitation, all bonus payments which would have been due to the Executive pursuant to subsection 3(b), assuming that the Executive would have received a bonus for each calendar year equal to the product of (x) the annual base salary that would be payable to the Executive pursuant to subsection 3(a) for such calendar year and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"), through the expiration of this Agreement, plus (B) the greater of (x) the aggregate of all compensation due to the Executive hereunder had his employment not been so terminated, including, without limitation, all bonus payments which would have been due to the Executive pursuant to subsection 3(b), assuming that the Executive would have received a bonus for each calendar year equal to the product of (i) the annual base salary that would be payable to the Executive pursuant to subsection 3(a) for such calendar year and (ii) the Deemed Bonus Fraction, through the expiration of this Agreement (assuming, solely for purposes of this subsection 9(d)(i)(B)(x), that this Agreement expires on the last day of the thirty-sixth month following the end of the calendar year in which the Date of Termination occurs), or (y) 2.99 times the "base amount" within the meaning of Sections 280G(b)(3) and 280G(d) of the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable temporary or final regulations promulgated thereunder, or its equivalent as provided in any successor statute or regulation; provided, however, if the Executive's employment shall be terminated other than pursuant to subsection 6(d)(vi), the Severance Payment shall equal only the greatest of the amounts set forth in subsection 9(d)(i)(A), 9(d)(i)(B)(x) or 9(d)(i)(B)(y) above. If Section 280G of the Code (and any successor provisions thereto) shall be repealed or otherwise be inapplicable, then the Severance Payment under clause (i)(B)(y) above shall equal 2.99 times the average of the Executive's annual compensation (from the Company or from Wellsford Residential, as the case may) during the three calendar year period preceding the calendar year in which the Date of Termination occurs. For purposes of determining annual compensation in the preceding sentence, compensation payable to the Executive by the Company or by Wellsford Residential shall include every type and form of compensation includible in the Executive's gross income in respect of his employment by the Company or by Wellsford Residential (including, without limitation, all income reported on an Internal Revenue Service Form W-2), compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired and including, without limitation, any annual bonus payments previously paid to such Executive. For purposes of calculating the "base amount" within the meaning of Sections 280G(b)(3) and 280G(d) of the Code and annual compensation in the second preceding sentence, any income of the Executive that constitutes a "parachute payment" within the meaning of Section 280G(b)(2) of the Code shall not be taken into account in making such calculations; and (ii) an amount equal to the Additional Amount pursuant to Section 10 below. (e) If the Executive's employment shall be terminated, at any time following a change in control of the Company, for proper cause, the Company shall pay the Executive his full base salary through the Date of Termination at the higher of the rate in effect at the time Notice of Termination is given and the rate in effect immediately prior to the change in control of the Company and the Company shall have no further obligations to the Executive under this Agreement. (iii) If the Corporation shall terminate the Executive’s employment other than pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (Cf) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits amounts payable to the Executive under this Section 9, the Executive shall be entitled to receive all benefits payable to him under the Company's Pension Plans applicable to him and any plan, other plan or agreement or arrangement relating to employee retirement benefits provided by as in effect upon the Corporationoccurrence of a change in control. (viig) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 Section 9 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 Section 9 be reduced by any compensation earned by the Executive him as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date Date of termination of employment Termination, or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth except as specifically provided in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelinesSection 9. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. (ia) If Executive’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s estate, Executive’s accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall be governed by the terms of such plan or arrangement. (b) During any period in which the that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, he Executive shall continue to receive his full base salary at the rate then in effect until his employment is terminated pursuant to paragraph 3(i) hereof. Thereafteraccrued and unpaid Base Salary or, if applicable, his benefitsAdjusted Base Salary and Incentive Compensation payments, if any, shall be determined under Subparagraph 3(a), until Executive’s employment is terminated due to disability in accordance with whatever disability income insurance plan Subparagraph 6(b) or plans the Corporation may until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point Executive shall then have in effect; provided, however, thatreceive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall apply. (c) If Executive’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Disability Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then terminates his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iiias provided in Subparagraph 6(e) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) If the Executive’s employment shall be terminated for Cause or if the Executive’s employment is terminated by the Executive Company without Good ReasonCause as provided in Subparagraph 6(d), then the Corporation shall pay to him his full base salary Company shall, through the Date of Termination Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and accrued and unpaid Incentive Compensation, if any, for the Corporation shall have no further obligations fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Executive under this Agreement.Company, (iiii) If the Corporation Company shall terminate the continue Executive’s compensation at a rate equal to the sum of Executive’s Average Base Salary and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after the Date of Termination, but in no event for fewer than twenty-four (24) months (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than pursuant to paragraph 3(ithe Company during the twelve (12) or 3(ii) hereof within 24 months after a Change in Control month period ending on the first anniversary of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation Company shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to set-off against the following: remaining Severance Amount fifty percent (i50%) a pro rata bonus for of the year amount of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied any cash compensation received by a fraction, the numerator of which is the number of calendar days that have elapsed Executive from the beginning of the fiscal year in which new employer during such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programsperiod; provided, further, that, that in the event Executive commences any employment with, or is employed by, any employer other than the Executive’s participation in any such program is barred, Company during the Corporation shall arrange to provide twelve (12) month period following the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on first anniversary of the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents Company shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to set-off against the excise tax imposed under Section 4999 remaining Severance Amount twenty-five percent (25%) of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, “Average Base Salary” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in this paragraph 4 by seeking other employment or otherwise, nor shall Subparagraph 6(f) within thirty (30) days after the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason occurrence of the Executive’s receipt event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.Subparagraph 6(e);

Compensation Upon Termination or During Disability. (i) During any period in which A. If the Executive fails to perform his duties as a result of incapacity due to physical or mental illness, he shall continue to receive his full base salary at the rate then in effect until his Employee's employment is terminated by his death pursuant to paragraph 3(i) hereof. ThereafterSection 5.02A, the Company shall pay to the Employee's spouse, or if he leaves no spouse, to his benefitsestate, if anycommencing on the next succeeding day which is the fifteenth day or last day of the month, shall be determined in accordance with whatever disability income insurance plan or plans as the Corporation case may then have in effect; providedbe, howeverand semimonthly thereafter on the fifteenth and last days of each month, thatuntil a total of six payments has been made, if an amount on each payment date equal to the semimonthly salary payment payable to the Employee pursuant to Section 2.01 hereof at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i)death. (ii) B. If the Executive’s Employee's employment shall be terminated for Cause or if the Executive’s employment is terminated by the Executive without Good Reasoncause pursuant to Section 5.02B, the Corporation Company shall pay to him the Employee his full base salary through the Date date of Termination termination, at the rate in effect at the time Notice of Termination is given given, plus all outstanding expenses payable pursuant to section 2.02 hereof and the Corporation Company shall have no further obligations to the Executive Employee under this Agreement. (iii) C. If the Corporation Employee’s employment shall terminate the Executive’s employment other than as a result of disability pursuant to paragraph 3(i) Section 5.02C hereof, the Company shall pay the Employee his full salary through the date of termination at the rate in effect at the date of termination, plus all outstanding expenses payable pursuant to section 2.02 hereof. During any period that the Employee fails to perform his duties hereunder as a result of incapacity due to physical or 3(ii) hereof within 24 months after a Change mental illness ("disability period"), the Employee shall continue to receive his full salary at the rate then in Control effect for such period until his employment is terminated pursuant to section 5.02C hereof, provided that payments so made to the Employee shall be reduced by the sum of the Corporationamounts, if any, payable to the Employee at or if prior to the Executive time of any such payment under disability benefit plans of the Company and which were not previously applied to reduce any such payment. D. If the Employee shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in ControlSection 5.02D, for any reason other than death or disability, then: (A) The Corporation 1. the Company shall pay to the Executive, not later than thirty (30) days following Employee the Date of Termination, the Executive’s Salary accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary termination date but not previously paid to the Executive after Employee; 2. the Date of Termination the Corporation Company shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, Employee a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an cash amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to total cash Salary payments which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at otherwise be payable hereunder through the end of the fiscal year in which the Date term of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program this Agreement; 3. all of the Corporation during the last three fiscal years prior Employee's outstanding awards of Company stock and outstanding options to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any purchase Company stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Controlnonforfeitable; and 4. the Company (vat its sole expense) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to shall take the excise tax imposed under Section 4999 following actions: a. throughout the end of the Codeterm of this Agreement (notwithstanding termination), the Company shall reduce its payment of Separation Benefits maintain in effect employee benefit programs that are substantially similar to the Participant to $1.00 less than that amount benefit plans in which would trigger the excise tax if Employee was a participant immediately before the termination date; and b. the Company shall arrange for the Employee's uninterrupted participation through the end of the term of this Agreement in each of such reduction would result in the Participant receiving an equal benefit plans or greater after-tax substantially similar employee benefit than the Participant would receive if the full Separation Benefits were paidprograms. (vi) The Executive’s right to receive payments 5. It is the intent of the Company and the Employee that any payment under this Agreement Section 5.03D shall be in an amount equal to, but not decrease exceeding, the maximum amount ofpayable without constituting an “excess parachute payment” under Section 280G(b) of the Internal Revenue Code. E. If the Employee shall terminate his employment for other than Good Reason pursuant to Section 5.02E, for any reason other than death or otherwise adversely affectdisability, any other benefits the Company shall pay the Employee his full salary through the date of termination, at the rate in effect at the time Notice of Termination is given, plus all outstanding expenses payable pursuant to section 2.02 hereof and the Company shall have no further obligations to the Executive Employee under any plan, agreement or arrangement relating to employee benefits provided by the Corporationthis Agreement. (vii) F. The Executive Employee shall not be required to mitigate the amount of any payment provided for in or other benefit required to be paid to the Employee pursuant to this paragraph 4 Agreement, whether by seeking other employment or otherwise, nor shall the amount of any such payment or other benefit provided for in this paragraph 4 be reduced by on account of any compensation earned by the Executive Employee as the a result of employment by another employer or person. G. Upon payment by reason the Company to the Employee of the Executive’s receipt of or right to receive any retirement or amounts and other benefits after required to be paid pursuant to the foregoing provisions of this Section 5.03, the Company shall no longer be obligated to pay any other amounts or benefits to the Employee, other than benefits that, at the time of termination of the Employee's employment by the Company, had vested in the Employee as a result of the Employee's participation in any profit sharing, savings, retirement, or pension plan of the Company. If the Employee's employment by the Company shall have been terminated as a result of the Employee's death, the benefits otherwise required to be paid to the Employee pursuant to the foregoing provisions of this Section 5 shall be paid to the executor or administrator of the estate of the Employee. Each payment required to be made to the Employee pursuant to the foregoing provisions of this Section 5 shall be made by check drawn on an account of the Company at a bank located in the United States of America and (ii) shall be paid (x) if the Employee's employment by the Company was terminated as a result of the Employee's death, the Employee's disability or the Employee's retirement, not more than 30 days immediately following the date of termination the occurrence of that event, and (y) if the Employee's employment or otherwiseby the Company was terminated for any other reason, not more than 10 days immediately following the Termination Date. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. (ia) If the Employee's employment shall be terminated by reason of his death, the Company shall pay to such Person as he shall designate in a notice filed with the Company, or, if no such person shall be designated, to his estate as a lump sum death benefit, his full Base Salary to the date of his death in addition to any payments the Employee's spouse, beneficiaries or estate may be entitled to receive pursuant to any pension or employee benefit plan or life insurance policy presently maintained by the Company, and such payments shall fully discharge the Company's obligations hereunder. (b) During any period in which that the Executive Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illnessillness (provided that the Employee shall have furnished the Company with a written statement from a qualified doctor to such effect and provided, he further, that at the Company's request and expense the Employee shall submit to an examination by a doctor selected by the Company and such doctor shall have concurred in the conclusion of the Employee's doctor), the Employee shall continue to receive his full base salary at Base Salary and bonus payments until the rate then in effect until his Employee's employment is terminated pursuant to paragraph 3(iSection 8(b) hereof, or until the Employee terminates his employment pursuant to Section 8(d) hereof, whichever first occurs. ThereafterAfter termination, his benefits, if any, the Employee shall be determined paid 100% of his Base Salary at the rate in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if effect at the time Disability Notice of Termination is given for one year and thereafter an annual amount equal to 75% of such Base Salary for the remainder of the Executive is established Term hereunder less, in each case, any disability payments otherwise payable by or pursuant to plans provided by the disability benefits then available are less advantageous Company and actually paid to the Executive than the disability benefits which were available on the date the Change Employee in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i)substantially equal monthly installments. (iic) If the Executive’s Employee's employment shall be terminated for Cause or if the Executive’s employment is terminated by the Executive without Good ReasonCause, the Corporation Company shall pay to him the Employee his full base salary Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation Company shall have no further obligations to the Executive Employee under this Agreement. (iiid) If (A) in breach of this Agreement, the Corporation Company shall terminate the Executive’s Employee's employment other than pursuant to paragraph 3(iSections 8(b) or 3(ii8(c) hereof within 24 months after (it being understood that a Change purported termination pursuant to Section 8(b) or 8(c) hereof which is disputed and finally determined not to have been proper shall be a termination by the Company in Control breach of this Agreement) or (B) the Corporation, or if the Executive Employee shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in ControlReason, then: (A) The Corporation then the Company shall pay as severance pay to the Executive, not later than thirty (30) days Employee on the fifth day following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to six months salary at the sum of (1) the greater of the Executive’s highest annual base salary rate in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to twelve (12) months immediately preceding the Date of Termination. (Ce) In addition to Unless the foregoing amounts payable under paragraph 4(iii)(A) and (B) aboveEmployee is terminated for Cause, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation Company shall maintain in full force and effect, for the Executive’s continued benefit, until benefit of the earlier Employee to the last day of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, Term all life, medical employee benefit plans and dental insurance programs in which the Executive Employee was entitled to participate immediately prior to the Date of Termination; Termination provided that his the Employee's continued participation is possible under the general terms and provisions of such plans and programs; provided, further, that, in . In the event that the Executive’s Employee's participation in any such plan or program is barred, the Corporation Company shall arrange to provide the Executive Employee with benefits substantially similar to those which he was the Employee would otherwise have been entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount programs from which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidhis continued participation is barred. (vif) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive Employee shall not be required to mitigate the amount of any payment provided for in this paragraph 4 Section 9 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 Section 9 be reduced by any compensation earned by the Executive Employee as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits Company after the date Date of termination of employment Termination, or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. Following a Change in Control of HDI, as defined in Section 2, upon termination of Executive’s employment or during a period of Disability, Executive shall be entitled to the following benefits: (ia) During any period in which the that Executive fails to perform his full-time duties with HDI as a result of incapacity due to physical or mental illnessa Disability, he HDI shall continue to receive his full pay Executive, the Executive’s base salary as in effect at the rate then in effect commencement of any such period and any other form or type of compensation otherwise payable for such period as if the Executive were not so disabled, until his employment such time as the Executive is terminated pursuant determined to paragraph 3(i) hereof. Thereafter, his be eligible for long term disability benefits, if any, shall be determined in accordance with whatever disability income under any HDI’s insurance plan or plans the Corporation may programs then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (iib) If the Executive’s employment shall be terminated (A) by HDI for Cause or if the Cause, Executive’s employment is terminated death, Disability or (B) Retirement by the Executive without other than for Good Reason, the Corporation HDI shall pay to him Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation HDI shall have no further obligations obligation to the Executive under this Agreement, except as provided in Section 4(c) below. (iiic) If the Corporation shall terminate the Executive’s employment shall be terminated by HDI or by Executive, HDI shall immediately commence payment to the Executive (or Executive’s designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under HDI’s retirement and insurance programs then in effect or as otherwise required by law. (d) If Executive’s employment shall be terminated (A) by HDI other than pursuant to paragraph 3(ifor Cause, Executive’s death, Disability or Retirement or (B) or 3(ii) hereof within 24 months after a Change in Control of the Corporationby Executive for Good Reason, or if the then Executive shall terminate his employment for Good Reason pursuant be entitled to paragraph 3(iii) hereof within 24 months after a Change in Control, thenthe benefits provided below: (Ai) The Corporation HDI shall pay to the Executive, not later than thirty (30) days following through the Date of Termination, the Executive’s accrued but unpaid base salary through as in effect at the Date time the Notice of Termination, plus Termination is given and any other form or type of compensation otherwise payable for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy.such period; (Bii) In lieu of any further salary payments of salary for periods subsequent to the Executive after the Date of Termination the Corporation Termination, HDI shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 the Executive’s Monthly Compensation as defined below, times an amount equal to the sum of (1) the greater of (A) eighteen months (18) months, reduced by one month for each completed month that has elapsed from the Executive’s highest annual base salary in effect at any time within occurrence of the twelve-month period preceding event constituting a Change in Control or and the Date of Termination, and or (2B) the greater three (3) months. For purposes of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”this Section 4(d)(ii), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program “Monthly Compensation” shall mean 1/12th of the CorporationExecutive’s annual base salary (regardless of whether all or any portion of such salary has been contributed to a deferred compensation plan), had he been employed by the Corporation at the end without giving effect to any reduction in such compensation which would constitute a breach of the fiscal year this Agreement. The Severance Payment shall be paid in which a single lump sum within 60 days after the Date of Termination occursand upon receipt by HDI of the Executive’s full and complete release, in a form acceptable to HDI, of any and all claims Executive has or may have against HDI. (IIiii) For the number of months following the Date of Termination upon which the Severance Payment is determined in subsection (d)(ii) above, HDI shall arrange to provide, at its sole expense, Executive with life, disability, accident and health insurance benefits substantially similar to those that the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The cost of providing such benefits shall be in addition to (and shall not reduce) the highest amount awarded Severance Payment. In the event that Executive cannot be covered under one or more of HDI benefit plans, HDI will reimburse Executive for the full cost of obtaining comparable alternative or individual coverage elsewhere. Benefits otherwise receivable by Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by Executive during such period, and any such benefits actually received by Executive shall be reported to HDI. (e) Executive shall be entitled to receive any benefits accrued as of the Date of Termination and payable to the Executive in accordance with the terms and conditions of the HDI 401(k) SIMPLE Profit Sharing Plan and Trust or any successor of such Plan and any other plan or agreement relating to retirement benefits . Nothing herein shall expand or accelerate the rights of Executive under the EICP terms of any such plan or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Terminationagreement. (Cf) In addition to the foregoing amounts payable under paragraph 4(iii)(A) Executive may, from and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through after the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) exercise any stock option rights held by options previously granted, up to 100% of the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, shares for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to option(s) has not yet been vested and/or exercised, in accordance with the Date of Termination; provided that his continued participation is possible under the general terms and provisions conditions of such any HDI stock purchase and stock option plans or programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor to any such plans or programs programs. Except as provided in effect on the Date preceding sentence, nothing herein shall expand or accelerate the rights of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of any such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidprogram. (vig) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph Section 4 by seeking other employment or otherwise, nor nor, except as provided in Section 4(d)(iii), shall the amount of any payment or benefit provided for in this paragraph Section 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date Date of termination of employment Termination, or otherwise. (viiih) The Corporation maySeverance Payment provided for in this Section 4 shall be in lieu of, but shall and not be obligated in addition to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts any other severance payments to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld or become entitled under any other plan or program established or maintained by HDI or pursuant to any applicable law or regulationtermination provision under any employment agreement between Executive and HDI.

Compensation Upon Termination or During Disability. The Executive shall be entitled to the following benefits during a period of disability, or upon termination of his employment, as the case may be, if such period or termination occurs prior to the Executive’s termination: (ia) During any period in which that the Executive fails to perform his full-time duties with the Company as a result of incapacity due to physical or mental illness, injury or similar incapacity, he shall continue to receive his full base salary compensation and other benefits payable to him under this Agreement at the rate then in effect at the commencement of any such period, less any amounts payable to him under the Company’s disability plan or program or other similar plan during such period, or under any governmental program, until his employment is terminated pursuant to paragraph 3(iSection 8(a) hereof. ThereafterIf, during any period of disability, the Executive’s employment shall be terminated by reason of his death, disability or the expiration of this Agreement, notwithstanding the provisions of this section, his pay shall cease and his benefits, if any, shall be determined solely under the Company’s retirement, insurance and other compensation programs then in effect in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability terms of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disabilitysuch programs, and the provisions of paragraph 4(iii) hereof Company shall apply in lieu of the provisions of have no further obligations to him under this paragraph 4(i)Agreement. (iib) If at any time the Executive’s employment shall be terminated (i) by reason of his death, (ii) by the Company for Cause or if the Executive’s employment is terminated Disability or (iii) by the Executive without Good Reasonhim (other than by reason of a constructive termination pursuant to Section 8(c) hereof), the Corporation Company shall pay to him (or his appropriate payee, as determined in accordance with Section 11 (c) hereof) his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given given, plus all other amounts, if any, to which he is entitled from the Company through the Date of Termination under any compensation plan in each case at the time such payments are due, and the Corporation Company shall have no further obligations to the Executive him under this Agreement. (iii) If . In addition, in the Corporation shall terminate event the Executive’s employment other than pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control is terminated by reason of the CorporationExecutive’s death or Disability, the Executive (or his appropriate payee) shall be entitled to receive a pro rata portion of any bonus that would otherwise have been payable to the Executive with respect to the year in which the Executive’s employment is terminated. For purposes of this provision, if the Executive’s bonus for such year has not been determined, the Executive shall terminate his be deemed to have been entitled to a bonus equal to the bonus paid or payable to the Executive with respect to the immediately preceding year. (c) If the Executive’s employment should be terminated by either (1) the Company other than for Good Reason Cause or Disability or (2) the Executive by reason of a constructive termination pursuant to paragraph 3(iiiSection 8(c) hereof within 24 months after hereof, he shall be entitled, in exchange for a Change in Controlrelease of the Company and any subsidiaries and affiliates of the Company and their respective officers, then:directors, stockholders, employees and agents, to the benefits provided below (“Severance Payments”): (Ai) The Corporation Company shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid Executive his full base salary through the Date of Termination, at the rate in effect at the time Notice of Termination is given, plus all other amounts to which he is entitled under any compensation for current and carried-over unused vacation and compensation days plan of the Company, in accordance with each case at the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy.time such payments are due; (Bii) In lieu addition: (A) in the event of either (1) a termination by the Company other than for Cause or Disability or (2) a constructive termination pursuant to Section 8(c) pursuant to any further subsection other than (iii) (Change in Control), the Company shall pay the Executive, at the time such payments of would have been made had the Executive’s employment not been terminated hereunder, all salary payments that would have been payable to the Executive after the Date of Termination the Corporation shall pay pursuant to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between this Agreement had the Executive and continued to be employed for the Corporation as to greater of (x) the payment to the Executive remaining Term of any other amounts under this Agreement or otherwise, a lump sum severance payment (y) six months (the “Severance PaymentPeriod”) equal to 2.99 times an amount equal to (assuming for the sum purpose of (1) the greater of such continuing payments that the Executive’s highest annual base salary in effect for such period is to be based on his rate of salary at any time within the twelve-month period preceding a Change in Control or the Date of Termination), and (2) the greater of (I) the Target Incentive Award or Target Amount plus any bonus that would otherwise have been payable to which the Executive would with respect to the Severance Period; provided, however, that to the extent the Executive’s bonus for any portion of such Severance Period had not been determined, the Executive shall be deemed to have been entitled under to a bonus equal to the Corporation’s Executive Incentive Compensation Plan (the “EICP”) bonus paid or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded payable to the Executive under with respect to the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years calendar year ended immediately prior to the Date of Termination.Termination OR (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, in the event of a constructive termination pursuant to Section 8(c)(iii) (Change in Control) the Company shall pay the Executive will be entitled in a lump sum, all salary payments that would have been payable to the following: (i) a pro rata bonus Executive pursuant to this Agreement had the Executive continued to be employed for the year greater of termination equal (x) the remaining Term of this Agreement or (y) two years (the “Severance Period”) (assuming for the purpose of such continuing payments that the Executive’s salary for such period is to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator be based on his rate of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through salary at the Date of Termination), and plus any bonus that would otherwise have been payable to the denominator Executive with respect to the Severance Period; provided, however, that to the extent the Executive’s bonus for any portion of which is such Severance Period had not been determined, the number of Executive shall be deemed to have been entitled to a bonus equal to the bonus paid or payable to the Executive with respect to the calendar days in the fiscal year, payable not later than thirty (30) days following year ended immediately prior to the Date of Termination; (iiiii) Notwithstanding any provisions in the applicable plans governing them, all stock option rights, stock appreciation rights held by and any and all other similar rights theretofore granted to the Executive, including, but not limited to, the Executive’s right to receive cash in lieu of exercising stock options, as may be provided in his stock option agreements, shall vest and shall then be exercisable in full, and the Executive shall have 90 days following his termination within which were not fully exercisable to exercise any and all such rights and the restrictions on any and all shares of restricted stock granted to the Executive that are outstanding on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date lapse as of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that ; (iv) The Company’s group health plans allow for benefits to extend beyond employment, under certain circumstances and for a specified length of time, as defined by the federal law called the Consolidated Omnibus Budget Reconciliation Act of 1985 (commonly known as “COBRA”). During the Severance Period, if the Executive and his continued participation is possible under family are eligible for COBRA coverage, the general terms and provisions of such programs; providedCompany shall, furtherat its cost, that, in the event pay the Executive’s participation in any such program COBRA premium for his and his family’s coverage, as applicable, under the medical, dental, vision and the employee assistance plan, up until the Executive is barredno longer eligible for COBRA, or the end of the Severance Period, whichever occurs first. If upon completion of federal COBRA, the Corporation shall Executive and his family are then eligible for the corresponding California COBRA law, AB 1401 (“Cal-COBRA”), which applies to medical coverage only, the Company shall, at its cost, pay the Executive’s Cal-COBRA premium for his and his family’s coverage, as applicable, up until the Executive is no longer eligible for Cal-COBRA, or the end of the Severance Period, whichever occurs first. During the Severance Period, the Company shall, at its cost, arrange to provide the Executive with life insurance (excluding accidental death and dismemberment). The amount of life insurance coverage will be equal to that in effect for the Executive on the Date of Termination under the Company’s group life insurance program (subject to the age reduction schedule). The Company agrees to pay an additional amount necessary to reimburse the Executive for any taxes imposed solely by reason of his receipt of such benefits substantially similar to those which he was entitled to receive under such programs;following termination of his employment as stated herein. (ivd) The Company shall continue in addition to effect for the benefits to which benefit of the Executive is entitled under all insurance or other provisions for indemnification, defense or hold-harmless of officers or directors of the Corporation’s retirement plans in which he participates or any successor plans or programs Company that are in effect on the Date date the Notice of TerminationTermination is sent to the Executive or the Company with respect to all of his acts and omissions while an officer or director (if applicable) as fully and completely as if such termination had not occurred, and until the final expiration or running of all periods of limitation against actions that may be applicable to such acts or omissions. (e) Notwithstanding anything to the contrary in this Agreement, in the event that the Executive becomes entitled to the Severance Payments, if any of the Severance Payments will be subject to the tax (the “Excise Tax”) imposed by section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Corporation Company shall pay to the Executive in one lump sum in cashan additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, an amount after payment of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income and other tax and Excise Tax upon the Gross-Up Payment provided for by this Section 9(e), shall be equal to the actuarial equivalent Total Payments. For purposes of determining whether any of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would Total Payments will be subject to the excise tax imposed under Section 4999 Excise Tax and the amount of such Excise Tax, (i) any other payments or benefits received or to be received by the Executive in connection with a Change in Control or the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (which, together with Severance Payments, shall constitute “Total Payments”)), shall be treated as “parachute payments” within the meaning of section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company shall reduce its payment of Separation Benefits and acceptable to the Participant to $1.00 less than that amount which would trigger the excise tax if Executive, such reduction would result other payments or benefits (in the Participant receiving an equal whole or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (viin part) The Executive’s right to receive payments under this Agreement shall do not decrease the amount ofconstitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code, within the meaning of section 280G(b)(3) of the Code, or are otherwise adversely affect, any other benefits payable not subject to the Executive under any planExcise Tax, agreement or arrangement relating to employee benefits provided by the Corporation. (viiii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments or otherwise, nor shall (B) the amount of excess parachute payments within the meaning of section 280G(b)(1) (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit provided for in this paragraph 4 shall be reduced by any compensation earned determined by the Company’s independent auditors in accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive as shall be deemed to pay federal income taxes at the result highest marginal rate of employment by another employer or by reason federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s receipt of or right to receive any retirement or other benefits after residence on the date of termination of employment or otherwise. (viii) The Corporation mayemployment, but shall not be obligated to, provide security for payment net of the amounts set forth maximum reduction in this Agreement in a form federal income taxes which could be obtained from deduction of such state and local taxes. In the event that will cause such amounts the Excise Tax is subsequently determined to be includible in less than the amount taken into account hereunder at the time of termination of the Executive’s gross income only for employment, the taxable year or years in which such amounts are paid Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction plus interest on the amount of such repayment at the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of the Executive’s employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive under with respect to such excess) at the terms time that the amount of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelinessuch excess is finally determined. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. The Employee -------------------------------------------------- shall be entitled to the following benefits during a period of disability, or upon termination of his employment, as the case may be, provided that such period or termination occurs during the Term of this Agreement: (ia) During any period in which that the Executive Employee fails to perform his full-time duties with the Company as a result of incapacity due to physical or mental illness, he shall continue to receive his full base salary at the rate then in effect at the commencement of any such period, together with all compensation payable to him under the Company's disability plan or program or other similar plan during such period, until his employment is terminated pursuant to paragraph 3(iSection 10(a) hereof. Thereafter, his benefits, if any, shall be determined or in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at event the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) If the Executive’s Employee's employment shall be terminated by reason of his death, his benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs. (b) If at any time the Employee's employment shall be terminated: (i) by the Company for Cause or if Disability or (ii) by him for any reason (other than in a Voluntary Termination or for Good Reason following the Executive’s employment is terminated by the Executive without Good Reasonoccurrence of a Change in Control), the Corporation Company shall pay to him his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given given, plus all other amounts to which he is entitled through the Date of Termination under any compensation plan of the Company at the time such payments are due, and the Corporation Company shall have no further obligations to the Executive him under this Agreement. (iiic) If the Corporation shall terminate Employee's employment should be terminated: (1) by reason of his death, (2) by the Executive’s employment Company other than pursuant for Cause or Disability or (3) by the Employee in a Voluntary Termination, he shall be entitled to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, thenbenefits provided below: (Ai) The Corporation the Company shall pay to the Executive, not later than thirty Employee or the appropriate payee (30as determined in accordance with Section 12(c)) days following the Date of Termination, the Executive’s accrued but unpaid (A) his full base salary through the Date of Termination, Termination at the rate in effect at the time Notice of Termination is given; plus compensation for current (B)(x) in the case of death or a Voluntary Termination all salary and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further bonus payments of salary that would have been payable to the Executive after Employee pursuant to this Agreement for the Date remaining Term of Termination the Corporation shall pay this Agreement, or (y) in all other cases, all salary and bonus payments that would have been payable to the ExecutiveEmployee had the Employee continued to be employed for a period of 12 months, not later than thirty (30) days following assuming for the purpose of such payments that his salary for such remaining period is equal to his salary at the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount that his annual bonus for such remaining Term is equal to the sum of (1) the greater average of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount bonuses paid to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed him by the Corporation at Company with respect to the end of three fiscal years ended immediately prior to the fiscal year in which the Date of Termination termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. ; plus (C) In addition all other amounts to the foregoing amounts payable which he is entitled under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning any compensation plan of the fiscal year Company, in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days cash in the fiscal year, payable not a lump sum no later than thirty (30) days the 15th day following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months a 12-month period after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation Company shall arrange to provide the Executive Employee with life, disability, accident and health insurance benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition the Employee and his covered family members are receiving immediately prior to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date Notice of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate without giving effect to any reduction in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts such benefits subsequent to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3a Change in Control), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions continued benefits shall -------- ------- be no less favorable reduced to the Executive than those extent comparable benefits are actually received by or made available to the Employee without cost during the 12-month period following the Employee's termination of employment (and the Employee agrees that he shall promptly report any such benefits actually received to the Company); and (iii) the Company shall continue in effect for the benefit of the Employee all insurance or other provisions for indemnification and defense of officers or directors of the Company which are in effect on the date the Notice of Termination is sent to the Employee with respect to all of his acts and omissions while an officer or director as fully and completely as if such termination had not occurred, and until the final expiration or running of all periods of limitation against actions which may be applicable to such acts or omissions. (d) If the Employee's employment should be terminated by the Employee for Good Reason following a Change in Control, he shall be entitled to the benefits provided below: (i) the Company shall pay to the Employee or the appropriate payee (as determined in accordance with Section 12(c)) (A) his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given; plus (B) all salary and bonus payments that would have been payable to the Employee had the Employee continued to be employed for a period of 24 months, assuming for the purpose of such payments that his salary for such remaining period is equal to his salary at the Date of Termination and that his annual bonus for such remaining Term is equal to the average of the annual bonuses paid to him by the Company with respect to the three fiscal years ended immediately prior to the fiscal year in which the Date of termination occurs; plus (C) all other amounts to which he is entitled under any compensation plan of the Company, in cash in a lump sum no later than the 15th day following the Date of Termination; (ii) for a 24-month period after the Date of Termination, the Company shall arrange to provide the Employee with life, disability, accident and health insurance benefits substantially similar to those which the Employee and his covered family members are receiving immediately prior to the Notice of Termination (without giving effect to any reduction in such benefits subsequent to a Change in Control); provided, however, that such continued benefits shall -------- ------- be reduced to the extent comparable benefits are actually received by or made available to the Employee without cost during the 24-month period following the Employee's termination of employment (and the Employee agrees that he shall promptly report any such benefits actually received to the Company); and (viii) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment continue in effect for the benefit of Separation Benefits the Employee all insurance or other provisions for indemnification and defense of officers or directors of the Company which are in effect on the date the Notice of Termination is sent to the Participant Employee with respect to $1.00 less than that amount which would trigger the excise tax all of his acts and omissions while an officer or director as fully and completely as if such reduction would result in termination had not occurred, and until the Participant receiving an equal final expiration or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidrunning of all periods of limitation against actions which may be applicable to such acts or omissions. (vie) The Executive’s right Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to receive be received by the Employee in connection with the termination of the Employee's employment (whether such benefit is pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, and all such payments and benefits being hereinafter called "Total Payments") would not be deductible (in whole or part), by the Company as a result of the application of Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), then, to the extent necessary to make the nondeductible portion of the Total Payments deductible, (i) the cash payments under this Agreement shall not decrease the amount offirst be reduced (if necessary, or otherwise adversely affectto zero), any and (ii) all other benefits payable non-cash payments under this Agreement shall next be reduced (if necessary, to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporationzero). (viif) If it is established as described in the preceding subsection (e) that the aggregate benefits paid to or for the Employee's benefit are in an amount that would result in any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code, then the Employee shall have an obligation to pay the Company upon demand an amount equal to the sum of: (i) the excess of the aggregate "parachute payments" paid to or for the Employee's benefit over the aggregate "parachute payments" that could have been paid to or for the Employee's benefit without any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code; and (ii) interest on the amount set forth in clause (i) of this sentence at the rate provided in Section 1274(b)(2)(B) of the Code from the date of the Employee's receipt of such excess until the date of such payment. (g) The Executive Employee shall not be required to mitigate the amount of any payment provided for in this paragraph 4 Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viiih) The Corporation may, but shall not be obligated to, provide security for If the employment of the Employee is terminated by the Company without Cause or the Employee's employment is terminated by the Employee under conditions entitling him to payment hereunder and the Company fails to make timely payment of the amounts set forth in then owed to the Employee under this Agreement in a form that will cause Agreement, the Employee shall be entitled to interest on such amounts to be includible in at the Executive’s gross income only rate of 3% above the prime rate (defined as the base rate on corporate loans at large U.S. money center commercial banks as published by the Wall Street Journal), ---- ------ ------- compounded monthly, for the taxable year or years in which period from the date such amounts are paid were otherwise due until payment is made to the Executive Employee (which interest shall be in addition to all rights which the Employee is otherwise entitled to under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines). (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined by Section 2(i), upon termination of your employment or during a period of Disability you shall be entitled to the following benefits, provided that such period of Disability or Date of Termination occurs during the term of this Agreement: (i) During any period in which the Executive fails that you fail to perform his your full-time duties with the Company and its subsidiaries as a result of incapacity due to physical or mental illnessyour Disability, he you shall continue to receive his full an amount equal to your base salary and bonus at the rate then in effect until his employment is terminated pursuant to paragraph 3(i) hereofat the commencement of any such period through the Date of Termination for Disability. Thereafter, his benefits, if any, your benefits shall be determined in accordance with whatever disability income the insurance plan or plans programs of the Corporation may Company and its subsidiaries then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) If the Executive’s your employment shall be terminated by the Company or any of its subsidiaries for Cause or if the Executive’s employment is terminated by the Executive without you other than for Good Reason, the Corporation Company (or one of its subsidiaries, if applicable) shall pay to him his you your full base salary and bonus through the Date of Termination at the rate in effect at the time Notice of Termination is given and shall pay any amounts to be paid to you pursuant to any other compensation plans, programs or employment agreements then in effect, and the Corporation Company shall have no further obligations to the Executive you under this Agreement. (iii) If your employment shall be terminated by reason of your death or Retirement, your benefits shall be determined in accordance with the Corporation retirement and insurance programs of the Company and its subsidiaries then in effect. (iv) If your employment by the Company and its subsidiaries shall terminate be terminated by (a) the Executive’s employment Company and its subsidiaries other than pursuant for Cause, your death, Retirement, or Disability or (b) by you for Good Reason, then you shall be entitled to paragraph 3(ithe benefits provided below: (A) The Company (or 3(iione of its subsidiaries, if applicable) hereof shall pay you your full base salary and bonus through the Date of Termination at the rate in effect at the time the Notice of Termination is given, no later than the fifth day following the Date of Termination, plus all other amounts to which you are entitled under any compensation plan of the Company applicable to you, at the time such payments are due. (B) The Company shall pay as severance pay to you a severance payment (the "Unadjusted Severance Payment") equal to 2.99 times your "Base Amount" as such term is defined under Section 280G(b)(3) of the Code. Your Base Amount shall be determined in accordance with Section 280G(b)(3) of the Code and with the proposed, temporary or final regulations promulgated under that Section in effect, if any. In the absence of such regulations, if you were not employed by the Company (or any corporation affiliated with the Company (an "Affiliate") within 24 months after the meaning of Section 1504 of the Code or a predecessor of the Company) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the CorporationCompany occurred, your average annual compensation for the purposes of such determination shall be the average of your annual compensation for both complete and partial calendar years during the Base Period during which you were so employed, determined by annualizing any compensation (other than nonrecurring items) includible in your gross income for any partial calendar year. For purposes of the preceding sentence, compensation payable to you by the Company or if any Affiliate or predecessor of the Executive Company shall terminate his include every type and form of compensation includible in your gross income in respect of your employment for Good Reason pursuant by the Company or any Affiliate or predecessor of the Company, including compensation income recognized as a result of your exercise of stock options or sale of the stock so acquired, except to paragraph 3(iiithe extent otherwise provided in proposed, temporary or final regulations promulgated under Section 280G of the Code defining base amount. (C) hereof within 24 months after The Unadjusted Severance Payment shall not be reduced by the amount of any other payment or the value of any benefit received or to be received by you in connection with your termination of employment or contingent upon a Change in Control, then: Control of the Company (A) The Corporation shall pay whether payable pursuant to the Executiveterms of this Agreement or any other agreement, not later than thirty plan or arrangement with the Company or an Affiliate, predecessor or successor of the Company or any person whose actions result in a Change in Control of the Company or an Affiliate of such person) unless (301) days following in the Date opinion of Terminationtax counsel selected by the Company's Vice President-General Counsel and reasonably acceptable to you, such other payment or benefit constitutes a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (2) in the opinion of such tax counsel, the Executive’s accrued but unpaid base salary through Unadjusted Severance Payment plus all other payments or benefits which constitute "parachute payments" within the Date meaning of TerminationSection 280G(b)(2) of the Code would result in a portion of the Unadjusted Severance Payment being subject to the excise tax under Section 4999 of the Code. In such event, plus compensation for current the amount of the Unadjusted Severance Payment shall be reduced by the minimum amount necessary such that no portion thereof will be subject to the excise tax under Section 4999 of the Code. The Unadjusted Severance Payment, as reduced, if at all, pursuant to the provisions of this paragraph shall be referred to as the Adjusted Severance Payment. In determining whether the Unadjusted Severance Payment shall be reduced under this paragraph, (i) there shall not be included in the computation any payment if you shall have effectively waived your receipt or enjoyment of such payment or benefit, and carried(ii) the value of any non-over unused vacation and compensation days cash benefit or any deferred cash payment shall be determined by the Company's independent auditors in accordance with the Corporation’s personnel policy, principles of Sections 280G(d)(3) and reimbursement for all reasonable business expenses in accordance with (4) of the Corporation’s business expense policyCode. (BD) In lieu Except to the extent that the payment thereof would subject any payment hereunder to the excise tax under Section 4999 of the Code: (1) The Company shall also pay to you all legal fees and expenses reasonably incurred by you in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any further payments such termination for purposes of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwisein seeking to obtain or enforce any right or benefit provided by this Agreement); and (2) For a twenty-four (24) month period after termination of your employment, the Company shall arrange to provide you with life, disability, accident and health insurance benefits substantially similar to those which you are receiving or entitled to receive immediately prior to the Notice of Termination; provided, however, that this Agreement in no way diminishes any rights to those benefits to which you would be entitled if you were to retire as an employee of Minerals Technologies Inc. Benefits otherwise receivable by you pursuant to this Section 4(iv)(D)(2) shall be reduced to the extent comparable benefits are actually provided to you by a lump sum severance payment subsequent employer during the twenty-four (24) month period following your termination, and any such benefits actually provided to you shall be reported to the “Severance Payment”Company. (E) equal If it is established pursuant to 2.99 times a final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the good faith of you and the Company in applying the terms of this Section 4(iv), the aggregate "parachute payments" paid to or for your benefit are in an amount that would result in any portion of such "parachute payments" being subject to the excise tax under Section 4999 of the Code, then you shall have an obligation to pay the Company upon demand an amount equal to the sum of (1) the greater excess of the Executive’s highest annual base salary in effect at aggregate "parachute payments" paid to or for your benefit over the aggregate "parachute payments" that would have been paid to or for your benefit without any time within portion of such "parachute payments" being subject to the twelve-month period preceding a Change in Control or excise tax under Section 4999 of the Date of Termination, Code; and (2) interest on the greater amount set forth in clause (1) of this sentence at the applicable Federal rate (Ias defined in Section 1274(d) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (IICode) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning date of the fiscal year in which your receipt of such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, excess until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions date of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programspayment; provided, however, that such methods in the event and assumptions shall be no less favorable to the Executive than those in effect extent that an excise tax is nevertheless imposed on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled said amount your obligation to compensation under this Paragraph that would be subject pay said amount to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidis hereby waived. (viF) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive You shall not be required to mitigate the amount of any payment provided for in this paragraph Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph Section 4 be reduced by any compensation earned by the Executive you as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits received after the date Date of termination of employment Termination or otherwise, except as specifically provided in this Section 4. (viiiG) The Corporation mayCompany shall pay you the Unadjusted Severance Payment in a lump sum no later than the fifth day following the Date of Termination; provided, but however, that if the Company in good faith believes that the Unadjusted Severance Payment shall not be obligated toreduced under the provisions of Section 4(iv)(C) hereof, provide security for payment the Company shall pay to you at such time a good faith estimate of the amounts set forth Adjusted Severance Payment (the "Estimated Adjusted Severance Payment," the computation of which shall be given to you in this Agreement writing together with a written explanation of the basis for making such adjustment) which amount shall in no event be less than 50% of the Unadjusted Severance Payment. The Company shall, within 60 days of the Date of Termination, either pay to you the balance of the Unadjusted Severance Payment together with interest thereon at the applicable Federal rate (as defined in Section 1274(d) of the Code) or deliver to you a form that will cause such amounts copy of the opinion of the tax counsel referred to in Section 4(iv)(C) hereof establishing the amount of the Adjusted Severance Payment. If the Adjusted Severance Payment exceeds the Estimated Adjusted Severance Payment, the difference shall be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to you at such time together with interest thereon at the Executive under applicable Federal rate (as defined in Section 1274(d) of the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelinesCode). (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. (i) 3.1 During any period in which the Executive fails to perform his duties as a result of incapacity due to physical or mental illnessDisability Period occurring during an Employment Period, he you shall continue to receive his your full base salary at the rate then in effect and on the dates and at the intervals as your base salary would be payable under Newpark’s payroll practices at that time, unless and until his your employment is terminated pursuant Terminated. 3.2 If your employment is Terminated by Newpark for Cause, Newpark shall pay you your full base salary at the rate then in effect through the date of Termination, together with any severance pay, vacation pay and sick leave pay to paragraph 3(i) hereofwhich you are entitled in accordance with Newpark policy. ThereafterUnless otherwise required under Paragraph 9, his benefitsall of the amounts to which you are entitled under this Paragraph 3.2 shall be paid in a single lump sum payment made to you on or before the thirtieth day following the date of Termination. Neither this provision nor any payment made by Newpark in accordance herewith shall constitute waiver of Newpark’s right to recover from you any damages caused by your conduct which constituted Cause for such Termination and any similar conduct. 3.3 If you become entitled to the Termination Benefit in accordance with Paragraph 2.2, you shall receive, in addition to the Termination Benefit, your full base salary at the rate then in effect through the date of Termination, plus a pro-rated annual bonus through the date of Termination. The Termination Benefit shall be in lieu of any severance pay, vacation pay and sick leave pay to which you would otherwise be entitled in accordance with Newpark policy. Unless otherwise required under Paragraph 9, all of the amounts to which you are entitled under this Paragraph 3.3 shall be paid in a single lump sum payment made to you on or before the thirtieth day following the date of Termination. 3.4 If you become entitled to the Termination Benefit in accordance with Paragraph 2.2, all unexpired unexercised stock options (“Options”), if any, shall be determined in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous granted to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed you prior to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) If the Executive’s employment shall be terminated for Cause or if the Executive’s employment is terminated by the Executive without Good Reason, the Corporation shall pay to him his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation shall have no further obligations to the Executive under this Agreement. (iii) If the Corporation shall terminate the Executive’s employment other than pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control under any stock option plan of Newpark or otherwise, shall become exercisable in full on the Corporation, or if day preceding the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date date of Termination, whether or not they would have been fully exercisable but for this provision, and shall remain exercisable during their original exercise period or for a period of three (3) years from the Executive’s accrued date of Termination whichever is the shorter, whether or not they would remain exercisable for such period but unpaid base salary through for this provision. 3.5 If you become entitled to the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days Termination Benefit in accordance with the Corporation’s personnel policyParagraph 2.2, all unvested shares of restricted stock and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary deferred compensation amounts, including restricted stock or deferred compensation subject to the Executive after the Date of Termination the Corporation shall pay vesting based on time or achieving performance criteria, if any, granted or awarded to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as you prior to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control under any stock plan or deferred compensation plan of Newpark or otherwise, shall become vested in full on the Date day preceding the date of TerminationTermination and all restrictions thereon shall lapse, and (2) the greater of (I) the Target Incentive Award whether or Target Amount to which the Executive not they would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicablevested in full but for this provision. Newpark shall promptly deliver all such shares to you, and all such deferred compensation shall be paid to you in a lump sum on the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be 3.6 If you become entitled to the following: (i) a pro rata bonus for Termination Benefit in accordance with Paragraph 2.2, Newpark shall continue to provide you and your eligible family members, based on the year of termination equal to cost sharing arrangement between you and Newpark on the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all lifewith life insurance, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms health benefits and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with Disability coverage and benefits substantially similar at least equal to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled provided to you if your employment had not Terminated for a period of 24 months. Notwithstanding the foregoing, if you become re-employed and are eligible to receive life insurance, medical and dental health benefits and Disability coverage and benefits under another employer’s plans, Newpark’s obligations under this paragraph shall be reduced to the extent of any such coverage and benefits. You agree to promptly report any such coverage and benefits to Newpark. If you are ineligible under the terms of such retirement plan Newpark’s benefit plans or programs had he accumulated 36 additional months to continue to be so covered, Newpark shall provide you with substantially equivalent coverage through other sources or will reimburse you for the cost of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination obtaining such coverage and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is benefits. 3.7 If you become entitled pursuant to the provisions of said retirement plans Termination Benefit in accordance with Paragraph 2.2, Newpark shall provide you with outplacement services, payable by Newpark, with an aggregate cost not to exceed $10,000 with an executive outplacement service firm reasonably acceptable to you and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidNewpark. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of3.8 Except as provided in Paragraph 3.6, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive you shall not be required to mitigate the amount of any payment provided for in this paragraph 4 Termination Benefit by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 Termination Benefit be reduced by any compensation earned by the Executive you as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment employer, or otherwise. (viii) 3.9 Except as expressly provided otherwise herein, none of the provisions of this Agreement is intended to curtail or limit in any way any contractual rights which you may have under any plan in which you are eligible to participate or under any agreement binding on Newpark to which you are a party, and all such contractual rights shall survive the execution of this Agreement and any Change in Control. The Corporation may, but Termination Benefit shall not be obligated to, provide security considered compensation for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year any benefit calculation or years in which such amounts are paid to the Executive other purpose under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelinesretirement plan or other benefit plan maintained by Newpark. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. Following a Change in Control of the Corporation, as defined in Section 2 hereof, upon termination of Employee's employment or during a period of disability Employee shall be entitled to the following benefits: (ia) During any period in which the Executive that Employee fails to perform his full-time duties with the Corporation as a result of incapacity due to physical or mental illnessDisability as that term is defined in Subsection 3(a) herein, he Employee shall continue to receive his full base salary Base Salary at the rate then in effect at the commencement of any such period, until his Employee's employment is terminated pursuant to paragraph 3(iSubsection 3(a) hereof. Thereafter, his benefits, if any, Employee's benefits shall be determined in accordance with whatever disability income the Corporation's retirement, insurance plan or and other applicable programs and plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (iib) If the Executive’s Employee's employment shall be terminated by the Corporation for Cause or if the Executive’s employment is terminated by the Executive without Employee other than for Good Reason, the Corporation shall pay to him Employee his full base salary Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given or on the Date of Termination if no Notice of Termination is required hereunder, plus all other amounts to which Employee is entitled under any compensation plan of the Corporation at the time such payments are due, and the Corporation shall have no further obligations to the Executive Employee under this Agreement. (iiic) If the Corporation Employee's employment terminates by reason of his Retirement or by reason of his death, then Employee's benefits shall terminate the Executive’s employment other than pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days be determined in accordance with the Corporation’s personnel policy's Supplemental Retirement Plans, and reimbursement for all reasonable business expenses its retirement, survivor's benefits, insurance, and/or such other applicable programs and plans then in accordance with the Corporation’s business expense policyeffect. (Bd) In lieu of any further payments of salary If Employee's employment by the Corporation shall be terminated by the Corporation other than for Cause, Retirement or Disability, or by Employee for Good Reason, Employee shall be entitled to the Executive after benefits (the "Severance Payments") provided below: (i) the Corporation shall pay Employee his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, or the Date of Termination where no Notice of Termination is required hereunder; (ii) the Corporation shall pay as severance benefits to Employee, on the Executive, not later than thirty (30date specified in Subsection 4(g) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwisebelow, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the product of (A) the sum of (1I) the greater of the Executive’s highest Employee's annual base salary Base Salary in effect at any time within the twelve-month period preceding a Change in Control or immediately prior to the Date of TerminationTermination (or, if Employee’s employment terminates for Good Reason based on a reduction in Base Salary, the Employee’s annual Base Salary as in effect immediately prior to such reduction), and (2II) the greater of (Ix) the Target Incentive Award or Target Amount annual bonus awarded to which the Executive would have been entitled Employee under the Corporation’s Executive Corporate Incentive Compensation Plan (for the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (fiscal year immediately preceding the “ADMICP”), as applicable, and the base or target amount to fiscal year in which the Executive would have been entitled under any other Date of Termination occurs (or, if no annual cash bonus program was received for such fiscal year, the average of the annual bonuses awarded to Employee under the Corporation, had he been employed by ’s Corporate Incentive Plan for the Corporation at the end of three fiscal years immediately preceding the fiscal year in which the Date of Termination occurs), or (IIy) the highest amount awarded to the Executive Employee’s target annual bonus under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus Corporation’s Corporate Incentive Plan for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty Termination occurs; times (30B) days following the Date of Termination1.5; (iiiii) in lieu of shares of common stock of the Corporation ("Option Shares") issuable upon exercise of outstanding options ("Options"), if any, granted to Employee under the Corporation's 2010 Long-Term Incentive Compensation Plan, together with any stock additional, substitute or successor option rights held by program or plan as may be in effect from time to time, (which Options shall be canceled upon the Executive which were not fully exercisable making of the payment referred to below), Employee shall receive, on the date specified in Subsection 4(g) below, an amount in cash equal to the product of (i) the higher of the closing price of shares reported on the NASDAQ Stock Market on the Date of Termination or the highest per share price for Option Shares actually paid in connection with any Change in Control of the Corporation, over the per share exercise price of each Option held by Employee, times (ii) the number of Option Shares covered by each such Option; (iv) for a twenty-four (24) month period after such termination, the Corporation will arrange to provide Employee, at the Corporation's expense, with benefits under the Corporation's applicable employee fringe benefit plans, which benefits shall be the same or substantially similar to the benefits Employee was receiving immediately prior to the Notice of Termination; but in no event shall Employee be provided the benefits described herein after the first day of the month after Employee attains age 65; and provided further that benefits otherwise receivable by Employee pursuant to this Subsection (iv) shall be reduced to the extent comparable benefits are actually received by Employee during the twenty-four (24) month period following Employee's termination and any such benefits actually received by Employee shall be reported to the Corporation. In the event the Corporation’s contributions for coverage under the fringe benefit plans would be treated as deferred compensation under Section 409A of the Code and contributions during the six (6) months following Employee’s Date of Termination would cause Employee to be subject to an additional tax under Section 409A of the Code, Employee shall pay the entire cost of coverage during such six-month period and the Corporation shall reimburse Employee for the amount that the Corporation would have paid during such period on the first date that the Corporation may make such payment without causing an additional tax to be paid by Employee under Section 409A of the Code. In addition, to the extent that any such fringe benefit plan provides for reimbursement of any expenses or the provision of any in-kind benefits that are subject to Section 409A of the Code, (i) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, during any one calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year (provided, that, this clause (i) will not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect); (ii) reimbursement of any such expense shall be made by no later than December 31 of the year following the calendar year in which such expense is incurred; and (iii) Employee's right to receive such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (e) In the event that Employee becomes entitled to the Severance Payments, if it is determined that any of the Severance Payments will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986 ("Code") (or any similar tax that may hereafter be imposed), the Severance Payments to which Employee is entitled hereunder shall be reduced to the extent necessary to avoid the imposition of any Excise Tax upon such Severance Payments. In the event Severance Payments shall have previously been made to Employee which are or would be subject to the Excise Tax, Employee shall immediately become fully exercisable repay to the Corporation that portion of the Severance Payments determined to be subject to such Excise Tax. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) any other payments or benefits received or to be received by Employee in connection with a Change in Control of the Corporation or Employee's termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Corporation, any person whose actions result in a Change in Control of the Corporation or any person affiliated with the Corporation or such person) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Executive Corporation's independent auditors and acceptable to Employee such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Severance Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Severance Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i) above), and (iii) the value of any restricted stock rights held non-cash benefits or any deferred payment or benefits shall be determined by the Executive Corporation's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Employee's employment, the Corporation shall repay to the Employee at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Severance Payments previously repaid by Employee to the Corporation hereunder attributable to such reduction plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Employee's employment, Employee shall repay to the Corporation such further excess portion of the Severance Payments as would be subject to the Excise Tax (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined. (f) In the event the amount of Severance Payments that Employee would be entitled to receive hereunder, following a Change in Control of the Corporation, upon termination of Employee's employment, would, under any applicable provision of law, render the validity, legality or enforceability of this Agreement and the Severance Payments made hereunder contingent upon this Agreement having first been approved by the affirmative vote of a majority of the aggregate outstanding voting securities of the Corporation, (i) the Severance Payments due Employee hereunder shall be reduced to the extent necessary to avoid rendering this Agreement subject, under any applicable provision of law, to prior shareholder approval as specified above; or (ii) if Severance Payments have previously been made to Employee hereunder, the amount of which were not fully vested Severance Payments would render this Agreement subject to prior shareholder approval, as specified above, as a condition precedent to its validity, legality or enforceability, Employee shall immediately repay to the Corporation that portion of the Severance Payments which served to render this Agreement subject to said prior shareholder approval. (g) The payments provided for in Subsection (d) (ii) and (iii) above, together with interest on such amounts from the Date of Termination until the date such amounts are paid at the rate provided in Section 1274(b)(2)(B) of the Code, shall immediately become fully vested; be made on the date that is 6 months after the Date of Termination; provided, that if a bona fide dispute exists regarding Employee’s right to payment on such date, payments (if any) shall be made in accordance with the provisions of Treasury Regulation 1.409A-3(g), which generally requires that (1) Employee accept the portion of the payment that the Corporation is willing to pay (unless such acceptance would result in a relinquishment of Employee’s claim to payment of the remaining amount); (2) Employee make good faith efforts to collect the remaining portion of the payment; and (3) any further payment is made no later than the end of the first taxable year of Employee in which: (i) Employee and the Corporation settle the dispute, (ii) the Corporation concedes the disputed amount is payable; or (iii) the Corporation is required to make such payment pursuant to a final and nonappealable judgment or other binding decision. (h) The Corporation shall maintain also pay to Employee all legal fees and expenses incurred by Employee as a result of such termination of employment (including all such fees and expenses, if any, incurred in full force and effect, for contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the Executive’s continued benefit, until extent attributable to the earlier application of (I) 36 Section 4999 of the Code to any payment or benefit provided hereunder). No such payments shall be made prior to the date which is 6 months after the Date of Termination or (II) Termination. On the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided date that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on 6 months after the Date of Termination, the Corporation shall pay to the Executive in one make a lump sum in cashpayment of all legal fees and expenses (if any) that accrued during such six month period, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of along with interest on such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and amounts from the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced incurred by the single sum actuarial equivalent of any amounts Employee to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of payment at the Change rate provided in Control; and (vSection 1274(b)(2)(B) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vii) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive Employee shall not be required to mitigate the amount of any payment provided for in this paragraph Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph Section 4 be reduced by any compensation earned by the Executive Employee as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date Date of termination of employment Termination, or otherwise. (viiij) The Severance Payments to be paid pursuant to Subsection (d) above are not intended as stipulated or liquidated damages for breach of any promise of a term of employment, no such promise being made herein, but are payments which shall be fully earned as of the Date of Termination, and shall be compensation for: Employee's continued services rendered to the Corporation after the date hereof and prior to such Date of Termination; the foregoing of other possibly more secure employment; consequential losses which may result from such termination, including, but not limited to, permanent injury to reputation, loss of career development opportunities, and emotional stress; and actual losses which may result from such termination including, but not limited to, lost wages and expenses of securing other employment. (k) The Corporation may, but shall not have no obligation to provide or cause to be obligated to, provide security for payment of provided to Employee the amounts set forth benefits described in this Agreement in if the Corporation or Employee shall terminate Employee's employment prior to a form that will cause such amounts Change of Control. This Agreement is not and nothing contained herein shall be deemed to be includible in create a contract of employment between the Executive’s gross income only for Employee and the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelinesCorporation. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined by Section 2, upon termination of Executive's employment or during a period of Disability, which, in either event, occurs during the term of this Agreement, Executive shall be entitled to the following benefits: (i) During any period in which the that Executive fails to perform his Executive's full-time duties with the Company and its subsidiaries as a result of incapacity due to physical or mental illnessthe Disability, he Executive shall continue to receive his full an amount equal to Executive's base salary and bonus at the rate then in effect until his employment is terminated pursuant to paragraph 3(i) hereofat the commencement of any such period through the Date of Termination for Disability. Thereafter, his benefits, if any, Executive's benefits shall be determined in accordance with whatever disability income insurance plan or plans the Corporation may employee benefit programs of the Company and its subsidiaries then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) If the Executive’s 's employment shall be terminated by the Company or any of its subsidiaries for Cause or if the Executive’s employment is terminated by the Executive without Good ReasonReason (excluding death, Disability or Retirement) the Corporation Company (or one of its subsidiaries, if applicable) shall pay to him his full base salary through the Date of Termination Executive's full base salary at the rate in effect at the time Notice of Termination is given and shall pay any amounts otherwise payable to Executive on or immediately prior to the Corporation Date of Termination pursuant to any other compensation plans, programs or employment agreements then in effect, and the Company shall have no further obligations to the Executive under this Agreement. (iii) If Executive's employment shall be terminated by reason of Executive's death or Retirement, Executive's benefits shall be determined in accordance with the Corporation retirement and other benefit programs of the Company and its subsidiaries then in effect, except as otherwise provided in Section 3(i). (iv) If Executive's employment by the Company and its subsidiaries shall terminate the Executive’s employment be terminated (other than pursuant to paragraph 3(ifor death or Disability) by (a) the Company and its subsidiaries other than for Cause or 3(ii(b) hereof within 24 months after a Change in Control of the CorporationExecutive with Good Reason, or if the then Executive shall terminate his employment for Good Reason pursuant be entitled to paragraph 3(iii) hereof within 24 months after a Change in Control, thenthe benefits provided below: (A) The Corporation Company (or one of its subsidiaries, if applicable) shall pay Executive's full base salary, at the rate in effect at the time of the Change in Control and increased to reflect any subsequent increases in such base salary (the Executive"Base Salary"), not and a pro-rated Bonus calculated through the Date of Termination, no later than thirty (30) days the thirtieth day following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been is entitled under any other annual cash bonus program compensation plan of the CorporationCompany applicable to Executive, had he been employed by the Corporation at the end time such payments are due. For purposes of this Agreement, the "Bonus" shall mean the highest amount of cash and the value (determined as of the fiscal time of the awards in the same manner as was used for the awards) of deferred stock awarded as an annual incentive under the Management Incentive Plan (or any other plan, policy or arrangement) to Executive in respect of any of the three years immediately prior to the year in which the Date Notice of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Terminationis given. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. (a) Upon termination of Employee’s employment or during a period of Disability, Employee shall be entitled to the following benefits: (i) During any period in which the Executive that Employee fails to perform his full-time duties with the Company as a result of incapacity due to physical or mental illnesshis Disability, he Employee shall continue to receive his full base salary Base Salary at the rate then in effect at the commencement of any such period, together with all compensation payable to Employee under any Company disability plan or other plan during such period, until his employment this Agreement is terminated pursuant to paragraph 3(i) hereofas a result of his Disability. Thereafter, his benefits, if any, Employee shall be determined in accordance provided with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are that shall be no less advantageous than the benefits that Employee would have been entitled to pursuant to the Executive than the Company’s long-term disability benefits which were available on the date the plan as in effect immediately prior to a Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i)Control. (ii) If the ExecutiveEmployee’s employment shall be terminated by the Company for Cause or if the Executive’s employment is terminated by the Executive without Employee other than for Good Reason, Disability or death the Corporation Company shall pay to him Employee his full base salary Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given given, unpaid and properly documented expense reimbursements incurred in accordance with Employer’s policies prior to termination, and compensation for accrued, and unused vacation as of the Corporation Date of Termination and any amounts to be paid to him pursuant to the Company’s retirement and other benefits plans then in effect (“Accrued Amounts”). In addition, if Employee is terminated by the Company for Cause, he will also receive one month of salary. The Company shall have no further obligations to the Executive Employee under this Agreement. (iii) If the Corporation shall terminate the ExecutiveEmployee’s employment is terminated by reason of Employee’s death, Employee’s benefits shall be determined in accordance with any applicable Company retirement, benefit and insurance programs then in effect. The Company shall also pay Employee all Accrued Amounts and an amount equal to (1) year of Employee’s then current Base Salary. This amount is to be paid in a lump sum. The Company shall have no further obligations to Employee under this Agreement. (iv) If Employee’s employment is terminated by the Company other than pursuant to paragraph 3(i) for Cause, Employee’s death or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months Disability; from and after a Change in Control; or by Employee for Good Reason then, theneffective as of the Date of Termination, in lieu of any severance benefits which he otherwise would be eligible to receive under any Company severance plan or policy in effect Employee shall be entitled to the benefits (“Severance Benefits”) provided below: (A) The Corporation Company shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary Employee Accrued Amounts through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days Termination at the rate in accordance with effect at the Corporation’s personnel time the Notice of Termination is given (excluding any severance benefits under a Company severance plan or policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy.); and (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation The Company shall pay Employee, in addition to the Executiveall Accrued Amounts, not later than thirty (30) days following Employee’s then current Base Salary for a period commencing on the Date of Termination and notwithstanding ending one (1) year after the Date of Termination. This amount is to be paid in a lump sum. (b) Notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive other provision of this Agreement, if any amount payable hereunder would, individually or together with any other amounts under this Agreement paid or otherwisepayable, a lump sum severance constitute an “excess parachute payment,” within the meaning of Section 280G of the Internal Revenue Code of 1986 and any applicable regulations thereunder (the “Code”) which would require the payment by Employee of the excise tax imposed by Section 4999 of the Code or any interest or penalty (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then he shall be entitled to receive an additional payment (the “Severance Gross-Up Payment”) equal to 2.99 times in an amount such that after the payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Employee shall retain an amount of the Gross-Up Payment equal to the sum Excise Tax imposed upon the total payments to be received by Employee pursuant to this Agreement. The determination of (1) whether the greater of the Executive’s highest annual base salary in effect at any time within the twelveGross-month period preceding Up Payment shall be paid shall be made by a Change in Control or the Date of Termination, nationally recognized accounting firm selected by Employee and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, such determination shall be binding upon him and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, Company for purposes of this subparagraph (3), the actuarial equivalents Agreement. The costs and expenses of such accounting firm shall be determined, and all other calculations shall be made, using paid by the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidCompany. (vic) The Executive’s right to receive payments under Except as specifically provided in this Agreement shall not decrease the amount ofSection 7, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive Employee shall not be required to mitigate the amount of any payment provided for in this paragraph 4 Section 7 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 Section 7 be reduced by any compensation earned by the Executive him as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date Date of termination of employment Termination, or otherwise. (viiid) The Corporation may, but shall not be obligated to, provide security for payment of In the amounts set forth event that any payments under this Section 7 or elsewhere in this Agreement in a form that will cause such amounts are determined to be includible subject to Section 409A of the Code, and Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Executive’s gross income only for the taxable year or years in which Code and Treasury Regulation §1.409A-1(i), no such amounts are paid payments shall be made prior to the Executive under date that is six (6) months following the terms Date of this Agreement. The form Termination and shall only be made provided that their termination of security may include employment constitutes a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines“separation from services” within the meaning of Treasury Regulation §1.409-1(h). (ixi) The Corporation may withhold from any amounts payable Employee acknowledges and agrees that (A) Employee is solely responsible for all obligations arising as a result of the tax consequences associated with payments under this Agreement such federalincluding, state without limitation, any taxes, interest or penalties associated with Section 409A of the Code, (B) Employee is not relying upon any written or oral statement or representation the Company, any of its Affiliates, or any of their respective employees, directors, officers, attorneys or agents (collectively, the “Company Parties”) regarding the tax effects associated with the execution of the this Agreement and local taxes as may be required the payment under this Agreement, and (C) in deciding to enter into this Agreement, Employee is relying on his or her own judgment and the judgment of the professionals of his or her choice with whom Employee has consulted. Employee hereby releases, acquits and forever discharges the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with the execution of this Agreement and any payment under the Agreement. (ii) Employee must execute a full release of all claims within 60 days following termination of employment in order to be withheld pursuant eligible for Severance Benefits. Without limiting the remedies available to the Company for breach by Employee of, Section 8, Section 9, Section 10, or Section 11, if Employee violates the provisions of such Sections after the termination of Employee’s employment with the Company in a manner reasonably determined by the Board to be injurious to the Company or any of its affiliates, then Employee will forfeit the right to any applicable law or regulationpayments under this Section 7 which are unpaid at the time such violation occurs.

Compensation Upon Termination or During Disability. (i) During any period in which In the Executive fails to perform his duties as a result of incapacity due to physical event the Employee is disabled or mental illness, he shall continue to receive his full base salary at the rate then in effect until his employment is terminated pursuant to paragraph 3(i) hereofterminates during the Employment Period, the Company shall provide the Employee with the payments and benefits set forth below. Thereafter, his benefits, if any, shall be determined The Employee acknowledges and agrees that the payments set forth in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his this Section 7 constitute liquidated damages for termination of his employment by during the Corporation shall be deemed to have occurred as a voluntary termination Employment Period. 7.1 Termination By Company without Cause or By Employee for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) Reason. If the Executive’s employment shall be terminated for Cause or if the Executive’s Employee's employment is terminated by the Executive Company without Cause (other than Disability) or by the Employee for Good Reason, the Corporation shall pay to him his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation shall have no further obligations to the Executive under this Agreement. (iii) If the Corporation shall terminate the Executive’s employment other than pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (Aa) The Corporation the Company shall pay to the ExecutiveEmployee, not later than thirty (30) days following on or before the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1A) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or Base Salary and accrued vacation pay through the Date of Termination, and (2B) half the Base Salary through the Employment Period; (b) the Company shall continue to provide the Employee and his eligible spouse and dependents for a period equal to the greater of (IA) the Target Incentive Award or Target Amount to which remaining term of the Executive would have been entitled under Employment Period the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”)medical, hospitalization, dental and life insurance programs provided for in Section 4.5, as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, if he had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programsremained employed; provided, furtherthat if the Employee, that, his spouse or his eligible dependents cannot continue to participate in the event the Executive’s participation in any Company programs providing such program is barredbenefits, the Corporation Company shall arrange to provide the Executive Employee and his spouse and dependents with the economic equivalent of the benefits substantially similar to those which he was they otherwise would have been entitled to receive under such plans and programs; and provided, further, that such benefits shall terminate on the date or dates the Employee becomes eligible to receive equivalent coverage and benefits under the plans and programs of a subsequent employer at an equivalent cost to the Employee (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); (ivc) in addition to the benefits to which Company shall, consistent with past practice, reimburse the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled Employee pursuant to the provisions Section 4.2 for business expenses incurred but not paid prior to such termination of said retirement plans employment; (d) The payments and programs, discounted benefits provided for as subclause (A) of clause (a) above and in clause (iii) above are hereinafter referred to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid"Accrued Obligations". (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. (i) A. During any period in which that the Executive Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, he the Employee shall continue to receive his full base salary at the rate then in effect and all other compensation, until his the Employee's employment is terminated by the Company pursuant to paragraph 3(i) Section 5 hereof. Thereafter, his benefits, if any, and for a three month period thereafter (the three month period shall be determined in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available commence on the date the Change in Control became effectiveCompany notifies Employee of the Company's election to terminate Employee's employment, then his termination of employment by the Corporation shall be deemed pursuant to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iiiSection 5(B) hereof shall apply in lieu of the provisions of this paragraph 4(ihereof). (ii) B. If the Executive’s Employee's employment shall be terminated for Cause cause, except as herein specifically provided to the contrary in the event the cause for termination is death or if the Executive’s employment is terminated by the Executive without Good Reasondisability, the Corporation Company shall pay to him the Employee his full base salary through the Date date of termination at the rate in effect at the time the Notice of Termination is given and the Company shall have no further obligations to the Employee under this Agreement. C. If the Employee's employment by the Company shall be terminated without cause, then the Employee shall be entitled to the benefits provided below: (i) The Company shall pay the Employee an amount equal to one-half of Employee's annual base salary at the rate in effect at the time Notice of Termination is given given, said payments to be made at the same time and in the Corporation shall have no further obligations same manner, over a six month period, as if Emplyee had remained in the employ of the Company; plus (ii) Any bonus to which the Employee would otherwise be entitled, pro rated to the Executive under this Agreement.effective date of termination; plus (iii) If the Corporation shall terminate the Executive’s employment All other than pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay amounts payable to the ExecutiveEmployee and all benefits payable to him under any other plan or agreement relating to retirement benefits or to compensation previously earned and deferred, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the respective terms of such retirement plan plans or programs had he accumulated 36 additional months of continuous service after the Date of Termination (oragreements, if less, the number of months between the Date of Termination and the pro rated to a date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph three (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on ) months following the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidtermination. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. (ia) If Executive’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive’s estate, Executive’s accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company’s obligations hereunder. (b) During any period in which the that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, he Executive shall continue to receive his full base salary at the rate then in effect until his employment is terminated pursuant to paragraph 3(i) hereof. Thereafteraccrued and unpaid Base Salary or, if applicable, his benefitsAdjusted Base Salary and Incentive Compensation payments, if any, shall be determined under Subparagraph 3(a), until Executive’s employment is terminated due to disability in accordance with whatever disability income insurance plan Subparagraph 6(b) or plans the Corporation may until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs, at which point executive shall then have in effect; provided, however, thatreceive any accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall apply. (c) If Executive’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Disability Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then terminates his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iiias provided in Subparagraph 6(e) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) If the Executive’s employment shall be terminated for Cause or if the Executive’s employment is terminated by the Executive Company without Good ReasonCause as provided in Subparagraph 6(d), then the Corporation shall pay to him his full base salary Company shall, through the Date of Termination Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and accrued and unpaid Incentive Compensation, if any, for the Corporation shall have no further obligations fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Executive under this Agreement.Company, (iiii) If the Corporation Company shall terminate the continue Executive’s employment other than pursuant compensation at a rate equal to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control the sum of Executive’s Average Base Salary and his Average Incentive Compensation, payable for the remaining length of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months Period of Employment after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation in no event for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. fewer than eighteen (B18) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment months (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICPAmount”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year . The Severance Amount shall be paid out in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination substantially equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, thatbi-weekly installments, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programsarrears; provided, however, that such methods and assumptions shall be no less favorable to in the event Executive commences any employment with an employer other than those in effect the Company during the twelve (12) month period ending on the date first anniversary of the Change in Control; and (v) If a Change Date of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Codetermination, the Company shall reduce its payment be entitled to set-off against the remaining Severance Amount fifty percent (50%) of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 cash compensation received by seeking other employment or otherwise, nor shall Executive from the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another new employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.during

Compensation Upon Termination or During Disability. Following a Change in Control of the Corporation, as defined in Section 2 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits: (ia) During any period in which the Executive fails that you fail to perform his your full-time duties with the Corporation as a result of incapacity due to physical or mental illness, he you shall continue to receive his full base salary your Base Salary at the rate then in effect at the commencement of any such period plus all other amounts to which you are entitled under any compensation plan of the Corporation at the time such payments are due, until his your employment is terminated pursuant to paragraph 3(iSubsection 3(a) hereof. Thereafter, his benefits, if any, your benefits shall be determined in accordance with whatever disability income insurance plan or the Corporation's retirement, insurance, and other applicable programs and plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (iib) If the Executive’s your employment shall be terminated by the Corporation for Cause or if the Executive’s employment is terminated by the Executive without you other than for Good Reason, the Corporation shall pay to him his you your full base salary Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given or on the Date of Termination if no Notice of Termination is required hereunder, plus all other amounts to which you are entitled under any compensation plan of the Corporation at the time such payments are due, and the Corporation shall have no further obligations to the Executive you under this Agreement. (iiic) If your employment terminates by reason of your Retirement, or by reason of your death, the Corporation shall terminate pay you your full Base Salary through the Executive’s date of retirement or death, plus all other amounts to which you are entitled under any compensation plan of the Corporation at the time such payments are due, and any other benefits shall be determined in accordance with the Corporation's retirement, survivor's benefits, insurance, and other applicable programs and plans then in effect. (d) If your employment by the Corporation shall be terminated (i) by the Corporation other than pursuant for Cause, Retirement, or Disability, or (ii) by you for Good Reason, you shall be entitled to paragraph 3(ithe benefits (the "Severance Payments") provided below: (1) the Corporation shall pay you your full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, or 3(iithe Date of Termination where no Notice of Termination is required hereunder; (2) hereof within 24 months after the Corporation will pay as severance benefits to you, not later than the fifteenth (15) day following the Date of Termination, a lump sum severance payment equal to the sum of: (i) one year's annual Base Salary if you have been employed by the Corporation for one year or less prior to your Date of Termination, or two years' annual Base Salary if you have been employed by the Corporation for a period of time in excess of one year prior to your Date of Termination. For purposes of this section, "Base Salary" shall mean the salary in effect immediately prior to the occurrence of the circumstances giving rise to such termination, or, if greater, the salary in effect as of the date of Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.And,

Compensation Upon Termination or During Disability. (ia) Upon the Executive's death, the Company shall pay to the person designated by the Executive in a notice filed with the Company or, if no person is designated, to his estate as a lump sum death benefit, his full Base Salary for a period of six months after the date of his death in addition to any payments the Executive's spouse, beneficiaries or estate may be entitled to receive pursuant to any pension, stock option or Executive benefit plan or life insurance policy or similar plan or policy then maintained by the Company. Upon full payment of all amounts required to be paid under this subsection, the Company shall have no further obligation under this Agreement. (b) During any period in which that the Executive fails to perform his duties under this Agreement as a result of incapacity due to physical or mental illness, he the Executive shall continue to receive his full base salary at until the rate then in effect until his Executive's employment is terminated pursuant to paragraph 3(iSection 6 (b) hereof. Thereafterof this Agreement, his benefits, if any, shall be determined in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of until the Executive is established the disability benefits then available are less advantageous terminates his employment pursuant to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iiiSection 6 (d) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) If the Executive’s employment shall be terminated for Cause or if the Executive’s employment is terminated by of this Agreement, whichever comes first. After termination, the Executive without Good Reason, the Corporation shall pay to him receive in equal monthly installments 100% of his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given delivered for one year, plus any disability payments otherwise payable by or pursuant to plans provided by the Company ("Disability Payments") (c) If the Executive's employment is terminated for Cause, the Company shall pay the Executive his full base salary through the date of termination at the rate in effect at the time Notice of Termination is delivered and the Corporation Company shall have no further obligations obligation to the Executive under this Agreement. (iiid) If (A) in breach of this Agreement, the Corporation Company shall terminate the Executive’s 's employment other than pursuant to paragraph 3(iSections 6 (b) or 3(ii6 (c) hereof within 24 months after (it being understood that a Change purported termination pursuant to Sections 6 (b) or 6 (c) which is disputed and finally determined not to have been proper shall be a termination by the Company in Control breach of the Corporationthis Agreement), or if (B) the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in ControlReason, then: (Ai) The Corporation Company shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid Executive his full base salary through the Date date of Termination, plus compensation for current and carried-over unused vacation and compensation days termination at the rate then in accordance with effect at the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy.time Notice of Termination is given; (Bii) In in lieu of any further salary payments of salary to the Executive after the Date of Termination the Corporation shall pay for periods subsequent to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between in consideration of the Executive and rights of the Corporation as to Company under Section 5 of this Agreement, the payment Company shall pay severance pay to the Executive on the fifth day following the date of any other amounts under this Agreement or otherwisetermination, in a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base entire salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at due until the end of the fiscal year in which the Date term of Termination occurs, or (II) this Agreement based on an annual base salary at the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation rate in effect during the last three fiscal years prior to twelve (12) months immediately preceding the Date date of Termination. (Ciii) In addition to the foregoing amounts payable under paragraph 4(iii)(Aevent of a change in control of the Company as defined in Section 6 (d), the Company shall pay in a lump sum payment (or in monthly installments at the option of the Executive) and the greater of twice the amount of severance pay required in Section 7 (Bd) (ii) above, or three times the annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the date of the termination. (iv) In the event of a change in control of the Company as defined in Section 6 (d) above, the Executive will be entitled total number of outstanding unexercised options (warrants) granted to the following:Executive under this Agreement or any previous employment or other agreements, shall be doubled in quantity while retaining the original exercise price. (iv) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, The Company shall pay all reasonable legal fees and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held expenses incurred by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit in this Agreement. (e) Unless the Executive and any restricted stock rights held by is terminated for Cause, the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation Company shall maintain in full force and effect, for the Executive’s continued benefit, until benefit of the earlier Executive for the greater of the remaining term of this Agreement or eighteen (I18) 36 months after the Date termination of Termination or (II) the Executive’s 65th birthdaythis Agreement, all life, medical Executive health and dental insurance hospitalization plans and programs in which the Executive was entitled to participate in immediately prior to the Date of Termination; , provided that his the Executive's continued participation is possible under the general terms and provisions of such the plans and programs; provided, further, that, in the event . If the Executive’s 's participation in any such plan or program is barred, the Corporation Company shall arrange to provide the Executive with benefits substantially similar to those which he was the Executive would otherwise have been entitled to receive under such programs; (iv) in addition to the benefits to plan and program from which the Executive his continued participation is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidbarred. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (viif) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 Section 7 by seeking other employment or otherwise, nor shall however, the amount of any payment or benefit provided for in this paragraph 4 Section 7 shall not be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date Date of termination of employment or otherwiseTermination. (viiig) The Corporation mayIn the event of a termination of this Agreement by the Executive for Good Reason as a result of a change in control, but the amount to be utilized in Section 7 (d) (ii) shall not be obligated to, provide security for payment changed to the average compensation of the amounts set forth in Executive during this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which prior to such amounts are paid termination (all as determined to compute the Executive under base amount for purposes of Section 280G of the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelinesCode of 1984, as amended). (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. Following a Change -------------------------------------------------- in Control of DBI, as defined in subsection 2(a), upon termination of Employee's employment or during a period of Disability, Employee shall be entitled to the following benefits: (ia) During any period in which the Executive that Employee fails to perform his full-time duties with DBI as a result of incapacity due to physical or mental illnessa Disability, he DBI shall continue to receive his full pay Employee the base salary of the Employee at the rate then in effect at the commencement of any such period, until his employment such time as the Employee is terminated pursuant to paragraph 3(i) hereof. Thereafter, his benefits, if any, shall be determined eligible for and begins receiving long term disability benefits in accordance with whatever disability income DBI's insurance plan or plans the Corporation may programs then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (iib) If the Executive’s Employee's employment shall be terminated by DBI for Cause or if the Executive’s employment is terminated by the Executive without Employee other than for Good ReasonReason or Retirement, the Corporation DBI shall pay to him Employee his full base salary through the Date date of Termination termination at the rate in effect at the time Notice of Termination is given and the Corporation DBI shall have no further obligations obligation to the Executive Employee under this Agreement. (iiic) If Employee's employment shall be terminated by DBI for Disability or by Employee for Retirement, or by reason of Death, DBI shall immediately commence payment to the Corporation Employee (or Employee's designated beneficiaries or estate, if no beneficiary is designated) any and all benefits to which the Employee is entitled under DBI's retirement and insurance programs then in effect. (d) If Employee's employment by DBI shall terminate the Executive’s employment be terminated (A) by DBI other than pursuant to paragraph 3(ifor Cause or Disability or (B) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment by Employee for Good Reason pursuant Reason, then Employee shall be entitled to paragraph 3(iii) hereof within 24 months after a Change in Control, thenthe benefits provided below: (Ai) The Corporation DBI shall pay to Employee the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid Employee's full base salary through the Date date of Termination, plus compensation for current and carried-over unused vacation and compensation days at the rate in accordance with effect at the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with time the Corporation’s business expense policy.Notice of Termination is given; (Bii) In lieu of any further salary payments of salary for periods subsequent to the Executive after the Date date of Termination the Corporation termination, DBI shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “"Severance Payment”") equal to 2.99 (X) one times an amount equal to the sum of (1) the greater of the Executive’s highest Employee's regular annual base salary in effect at any time within immediately prior to the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation in effect at the end of time the fiscal year in which the Date Notice of Termination occursis given, or whichever is greater, plus (IIY) the highest an amount awarded equal to the Executive under the EICP or ADMICP and under any other Employee's annual cash target bonus program of the Corporation during the last three fiscal years in effect immediately prior to the Date of Termination. (C) In addition to Change in Control or in effect at the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, time the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date Notice of Termination is given, whichever is greater. The Severance Payment shall immediately become fully exercisable by be made within 30 days after the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date date of Termination shall immediately become fully vested;termination; and (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier For a period of (I) 36 12 months after the Date date of Termination or (II) the Executive’s 65th birthdaytermination, all life, medical and dental insurance programs in which the Executive was Employee shall be entitled to participate immediately prior to the Date of Termination; provided that his continued continue participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits health insurance benefit plans of DBI substantially similar to those which he was Employee is receiving or entitled to receive under such programs; (iv) in addition immediately prior to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date Notice of Termination, . DBI and Employee shall share the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of cost associated with such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, coverage as if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced Employee was still actively employed by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidDBI. (vie) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive Employee shall not be required to mitigate the amount of any payment provided for in this paragraph Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph Section 4 be reduced by any compensation earned by the Executive Employee as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment termination, or otherwise. (viiif) The Corporation mayIn addition to all other amounts payable to Employee under this Section 4, but Employee shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts entitled to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid receive all benefits payable to the Executive Employee under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as any other plan or agreement relating to satisfy any published Internal Revenue Service guidelinesretirement benefits or otherwise generally applicable to executive employees. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. (i) Following a change in control of the Corporation, as defined by Section 2, upon termination of your employment or during a period of disability you shall be entitled to the following benefits: A. During any period in which the Executive fails that you fail to perform his your full-time duties with the Corporation as a result of incapacity due to physical or mental illness, he you shall continue to receive his full your base salary at the rate then in effect at the commencement of any such period, together with all amounts payable to you under any compensation plan of the Corporation during such period, until his employment this Agreement is terminated pursuant to paragraph 3(i) hereofSection 3 above. Thereafter, his benefits, if any, shall be determined or in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) If the Executive’s event your employment shall be terminated by the Corporation or by you for Retirement, or by reason of your death, your benefits shall be determined under the Corporation’s retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs. B. If your employment shall be terminated by the Corporation for Cause or if the Executive’s employment is terminated by the Executive without you other than for Good Reason, Disability, death or Retirement, the Corporation shall pay to him his you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given given, plus all other amounts and benefits to which you are entitled under any compensation plan of the Corporation at the time such payments are due, and the Corporation shall have no further obligations to the Executive you under this Agreement. (iii) C. If your employment by the Corporation shall terminate be terminated (i) by the Executive’s employment Corporation other than pursuant to paragraph 3(ifor Cause, Retirement or Disability or (ii) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment by you for Good Reason pursuant Reason, then you shall be entitled to paragraph 3(iii) hereof within 24 months after a Change in Control, thenthe benefits provided below: (A1) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid you your full base salary through the Date of TerminationTermination at the rate in effect at the time Notice of Termination is given, plus all other amounts and benefits to which you are entitled under any compensation for current and carried-over unused vacation and compensation days in accordance with plan of the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with at the Corporation’s business expense policytime such payments are due, except as otherwise provided below. (B2) In lieu of any further salary payments of salary to the Executive after the Date of Termination the Corporation shall pay you for periods subsequent to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay as severance pay to you a lump sum severance payment (together with the payments provided in paragraphs C and D, below, the “Severance Payments”) equal to two times the sum of your annual base salary in effect immediately prior to the Executive occurrence of the circumstance giving rise to the Notice of Termination given in one lump sum in cashrespect of them, plus 2,000,000 shares of the Corporation’s common stock (as adjusted for any subsequent stock splits or recapitalization of the shares). (3) The Corporation shall pay to you any deferred compensation, including, but not limited to deferred bonuses, allocated or credited to you or your account as of the Date of Termination. (4) In lieu of shares of common stock of the Corporation (the “Corporation’s Shares”) issuable upon exercise of outstanding options (“Options”), if any, granted to you under the Corporation’s Stock Option Plans (which Options shall be cancelled upon the making of the payment referred to below) you shall receive an amount in cash equal to the actuarial equivalent product of (i) the excess of the retirement pension to which closing price of the Executive would have been entitled under Corporation’s Shares as reported on the terms of such retirement plan NASDAQ-NMS Automatic Quotation System on or programs had he accumulated 36 additional months of continuous service after nearest the Date of Termination (or, if lessnot so reported, on the basis of the average of the lowest asked and highest bid prices on or nearest the Date of Termination), over the per share exercise price of each Option held by you (whether or not then fully exercisable) plus the amount of any applicable cash appreciation rights, times (ii) the number of months between the Corporation’s Shares covered by each such Option. (5) The Corporation shall also pay to you all legal fees and expenses incurred by you as a result of such termination including all such fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) to any payment or benefit provided under this Agreement)). (6) The payments provided for in subparagraphs (B), (C), and (D) above, shall be made no later than the fifth day following the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programsTermination, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that if the amounts of such methods and assumptions payments cannot be finally determined on or before such day, the Corporation shall be no less favorable pay to you on such day an estimate, as determined in good faith by the Executive than those in effect on the date Corporation, of the Change minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Control; and (vSection 1274(b)(2)(B) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, ) as soon as the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result can be determined but in the Participant receiving an equal or greater after-tax benefit no event later than the Participant would receive if 30th day after the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease Date of Termination. In the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate event that the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the estimated payments exceeds the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned subsequently determined to have been due, such excess shall constitute a loan by the Executive as Corporation to you payable on the result of employment fifth day after demand by another employer or by reason the Corporation (together with interest at the rate provided in Section 1274(b)(2)(B) of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwiseCode). (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits: (i) During any period in which the Executive fails that you fail to perform his your full-time duties with the Company as a result of incapacity due to physical or mental illness, he you shall continue to receive his full your base salary at the rate then in effect at the commencement of any such period, together with all compensation payable to you under the Company's disability plan or program or other similar plan during such period, until his employment this Agreement is terminated pursuant to paragraph Section 3(i) hereof. Thereafter, his benefitsor in the event your employment shall be terminated by reason of your death, if any, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability terms of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i)such programs. (ii) If the Executive’s your employment shall be terminated by the Company for Cause or if the Executive’s employment is terminated by the Executive without you other than for Good Reason, the Corporation Company shall pay to him his you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given given, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Corporation Company shall have no further obligations to the Executive you under this Agreement. (iii) If your employment by the Corporation shall terminate the Executive’s employment other than Company terminates in a manner entitling you to benefits under this Section pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of Section 3 hereof, then you shall be entitled to the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, thenbenefits provided below: (A) The Corporation the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan of the ExecutiveCompany, not later than thirty at the time such payments are due, except as otherwise provided below; (30B) days following in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation Company shall pay as severance pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, you a lump sum severance payment (together with the “payments provided in paragraphs (D), (E) and (F) below, the "Severance Payment”Payments") equal to 2.99 two (2) times an amount equal to the sum of (1) the greater of the Executive’s highest (a) your annual rate of base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (IIb) the Executive’s 65th birthday, all life, medical and dental insurance programs your annual rate of base salary in which the Executive was entitled to participate effect immediately prior to the change in control of the Company and (2) the greatest of (a) the average of the last two annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding the Date of Termination; , (b) the average of the last two annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding such change in control, (c) the most recent annual bonus (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding the Date of Termination, or (d) the most recent annual bonus (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding such change in control; (C) the Company shall also pay to you, within five (5) days after any such fees or expenses are incurred, all legal fees and expenses incurred by you as a result of or in connection with such termination, including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided that his continued participation by this Agreement (other than any such fees or expenses incurred in connection with any such claim which is possible under the general terms and provisions of such programs; provided, further, thatdetermined by arbitration, in accordance with Section 11 of this Agreement, to be frivolous) or in connection with any tax audit or proceeding to the event extent attributable to the Executive’s participation in application of section 4999 of the Code to any payment or benefit provided hereunder; (D) for a twenty-four (24) month period after such program is barredtermination, the Corporation Company shall arrange to provide the Executive you with life, disability, accident and health insurance benefits substantially similar to those which he was entitled you are receiving immediately prior to receive under the Notice of Termination. Benefits otherwise receivable by you pursuant to this Subsection 4(iii)(D) shall be reduced to the extent comparable benefits are actually received by you from a subsequent employer during the twenty-four (24) month period following your termination, and any such programsbenefits actually received by you shall be reported to the Company; (ivE) in addition to the retirement benefits to which the Executive is you are entitled under the Corporation’s Retirement Plan, any supplemental retirement plans in which he participates or excess benefit plan maintained by the Company or any of its subsidiaries or any successor plans or programs in effect on thereto (hereinafter collectively referred to as the Date of Termination"Pension Plans"), the Corporation Company shall pay you in cash a lump sum equal to the Executive in one lump sum in cash, an amount equal to excess of (a) the actuarial equivalent of the retirement pension to (taking into account any early retirement subsidies associated therewith and determined as a straight life annuity commencing at age sixty-five (65) or any earlier date, but in no event earlier than the third anniversary of the Date of Termination, whichever annuity the actuarial equivalent of which the Executive is greatest) which you would have been entitled accrued under the terms of such the Pension Plans (without regard to the limitations imposed by Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the "Code"), or any amendment to the Pension Plans made subsequent to a change in control of the Company and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of retirement plan or programs benefits t h ereunder), determined as if you were fully vested thereunder and had he accumulated 36 additional months of continuous service continued to be employed by the Company (after the Date of Termination Termination) for twenty-four (or24) additional months and as if you had accumulated twenty-four (24) additional months of compensation (for purposes of determining your pension benefits thereunder), if lesseach in an amount equal to the sum of the amounts determined under clauses (1) and (2) of Section 4(iii)(B) hereof over (b) the actuarial equivalent of the vested retirement pension ( x x xxxx into account any early retirement subsidies associated therewith and determined as a straight life annuity commencing at age sixty-five (65) or any earlier date, the number of months between but in no event earlier than the Date of Termination and Termination, whichever annuity the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled greatest) which you had then accrued pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for Pension Plans. For purposes of this subparagraph (3)Subsection, the "actuarial equivalents equivalent" shall be determined, and all other calculations shall be made, determined using the same methods and actuarial assumptions utilized in determining the amount of alternate forms of benefits under the Corporation’s retirement plan or programsRetirement Plan immediately prior to the change in control of the Company; and (F) should you move your residence in order to pursue other business opportunities within one (1) year of the Date of Termination, the Company will pay you, within five (5) days after any such expenses are incurred, an amount equal to the expenses incurred by you in connection with such relocation (including expenses incurred in selling your home to the extent such expenses were customarily reimbursed by the Company to transferred executives prior to the change in control of the Company) and which are not reimbursed by another employer. (iv) Except as otherwise specifically provided in paragraph (C) and (F) thereof, the payments provided for in Subsection (iii) shall be made not later than the fifth day following the Date of Termination; provided, however, that if the amounts of such methods payments cannot be finally determined on or before such day, the Company shall pay to you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and assumptions shall pay the remainder of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no less favorable event later than the thirtieth day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Executive than those in effect Company to you payable on the date fifth day after demand therefor by the Company (together with interest at the rate provided in section 1274(b)(2)(B) of the Change in Control; andCode). (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive You shall not be required to mitigate the amount of any payment provided for in this paragraph Section 4 by seeking other employment or otherwise, nor nor, except as specifically provided in Sections 4 (iii)(D) and (F) above, shall the amount of any payment or benefit provided for in this paragraph Section 4 be reduced by any compensation earned by the Executive you as the result of employment by another employer or employer, by reason of retirement benefits, by offset against any amount claimed to be owed by you to the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment Company, or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. (i) During any period in which that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, he shall continue to receive his full base salary at the rate then in effect and all compensation, including under the Annual Incentive Plan or any other bonus or compensation plan or policy, paid during the period until his employment this Agreement is terminated pursuant to paragraph 3(iSubsection 3(I) hereof. Thereafter, his benefits, if any, benefits shall be determined in accordance with whatever the Company's disability income insurance plan or plans the Corporation may program then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) If the Executive’s Executive retires pursuant to Subsection 3(i) hereof, this agreement is terminated. (iii) If employment shall be terminated for Cause or if Cause, the Executive’s Company shall pay full base UNITED BANCORP, INC. FORM 10-K salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and the Company shall have no further obligations under this Agreement. (iv) If employment is terminated by the Executive without Company shall be terminated (a) by the Company other than for Cause, Retirement or Disability or (b) for Good Reason, then the Corporation Executive shall be entitled to the benefits provided below: (A) the Company shall pay to him his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation shall have no given; (B) in lieu of any further obligations salary payments for periods subsequent to the Executive under this Agreement. (iii) If Date of Termination, the Corporation shall terminate the Executive’s employment other than pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation Company shall pay to the Executiveas severance pay, not later than thirty (30) days the fifth day following the Date of Termination, a lump sum severance payment equal to one times the sum of (I) annual base salary in effect immediately prior to the occurrence of the circumstance giving rise to the Notice of Termination given in respect thereof and (ii) the amount of any bonus paid pursuant to the Annual Incentive Plan in the year preceding that in which the Date of Termination occurs. Such payment shall be reduced as appropriate, to not exceed the amount equal to a fraction of this payment, the numerator of which is the number of full months remaining to the Executive’s accrued but unpaid base salary through 's normal retirement date and the denominator of which is (12, 24 or 36). (C) notwithstanding any provision of the Annual Incentive Plan, the Company shall pay, not later than the fifth day following the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to any incentive compensation which the Executive would have has been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of allocated for the fiscal year preceding that in which the Date of Termination occursoccurs but which has not yet been paid, or and (IIii) the highest amount awarded to the Executive any award under the EICP or ADMICP and under Annual Incentive Plan which has not yet been paid for any other annual cash bonus program of the Corporation during the last three fiscal years period which has closed prior to the Date of Termination. (CD) In addition to the foregoing amounts payable under paragraph 4(iii)(A) The Company shall also pay all legal fees and (B) above, the Executive will be entitled to the following: (i) expenses incurred as a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning result of the fiscal year termination of employment (including all such fees and expenses, if any, incurred in which contesting or disputing any such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days or in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) seeking to obtain or enforce any stock option rights held right or benefit provided by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3Agreement), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and. (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph Section 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date Date of termination of employment Termination, or otherwise, and in Subsection 4(vi) below. (viiivi) The Corporation may, but shall In the event that any payment or benefit (whether payable pursuant to the terms of this Agreement or otherwise) would not be obligated to, provide security for payment deductible because of Section 280G of the amounts set forth in this Agreement in a form Internal Revenue Code of 1954, as amended (the "Code"), the aggregate amount payable hereunder shall be reduced, so that will cause after giving effect to such amounts to be includible in the Executive’s gross income only for the taxable year reduction, no payment made or years in which such amounts are paid to the Executive benefit under the terms of this AgreementAgreement will not be deductible because of Section 280G of the Code. The form In determining whether any payment under the terms of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federalwould not be UNITED BANCORP, state INC. FORM 10-K deductible under Section 280G of the Code, all present and local taxes as may future payments and benefits shall be required included (and, in the case of stock option, other non-cash benefits or deferred cash payments, shall be valued by a national independent accounting firm (at the Company's expense) acceptable to be withheld pursuant the Executive in accordance with the principles of Sections 280G(d) (3) and (4) of the Code and any regulations promulgated thereunder) except payments and benefits which, in the written opinion of independent tax counsel selected by a national independent accounting firm and acceptable to any applicable law or regulationthe Executive, do not constitute "parachute payments" within the meaning of Section 280G(b) (2) of the Code.

Compensation Upon Termination or During Disability. (i) 5.1 During any period following a Change in which the Executive fails Control that you fail to perform his your duties as a result of incapacity due to physical or mental illness, he you shall continue to receive his your full base salary at the rate then in effect and any benefits or awards under any Plans shall continue to accrue during such period, to the extent not inconsistent with such Plans, until his your employment is terminated pursuant to paragraph 3(i) and in accordance with paragraphs 4.1, 4.4 and 4.5 hereof. Thereafter, his benefits, if any, your benefits shall be determined in accordance with whatever disability income insurance plan or plans the Corporation may Plans then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) 5.2 If the Executive’s your employment shall be terminated for Cause or if as a result of your death following a Change in Control of the Executive’s employment is terminated by the Executive without Good ReasonCompany, the Corporation Company shall pay to him his you your full base salary through the Date of Termination at the rate in effect at just prior to the time a Notice of Termination is given plus any benefits or awards (including both the cash and stock components) which pursuant to the Corporation terms of any Plans have been earned or become payable, but which have not yet been paid to you. Thereupon the Company shall have no further obligations to the Executive you under this Agreement. 5.3 If within twenty-four (iii24) If the Corporation shall terminate the Executive’s employment other than pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control shall have occurred, as defined in Section 3 above, your employment by the Company shall be terminated (a) by the Company other than for Cause or Disability or (b) by you for Good Reason, then, by no later than the fifth day following the Date of Termination (except as otherwise provided), you shall be entitled to, and shall be paid, without regard to any contrary provisions of any Plan, a severance benefit (the Corporation“Severance Benefit”) equal to either (x) the Specified Benefits (as defined in subsection 5.3.1 below), or if (y) the Executive Capped Benefit (as defined in subsection 5.3.2 below). You shall terminate his employment for Good Reason pursuant be entitled, in your sole discretion, to paragraph 3(iii) hereof within 24 months after a Change in Control, thenelect to receive either the Specified Benefits or the Capped Benefit. 5.3.1 The “Specified Benefits” are as follows: (Aa) The Corporation the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the Executivetime a Notice of Termination is given plus any benefits or awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned or become payable, but which have not later than thirty yet been paid to you (30including amounts which previously had been deferred at your request); (b) days following as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Executive’s accrued but unpaid Company shall pay to you in a single payment an amount in cash equal to (i) an amount equal to two (2) times the higher of (A) your annual base salary through at the rate in effect just prior to the time a Notice of Termination is given, or (B) your annual base salary in effect immediately prior to the Change in Control of the Company, plus (ii) an amount equal to two (2) times the average of the cash bonuses paid to you during the previous three years; (c) for a twenty-four (24) month period after the Date of Termination, plus compensation for current the Company shall arrange to provide you and carried-over unused vacation and compensation days in accordance your dependents with the Corporation’s personnel policylife, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all lifeaccident, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled you were receiving immediately prior to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the CodeCompany. Notwithstanding the foregoing, the Company shall reduce its payment of Separation Benefits not provide any benefit otherwise receivable by you pursuant to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.5.3.1

Compensation Upon Termination or During Disability. (ia) During any period in which If the Executive fails is unable to perform his duties as services by reason of illness or incapacity for a result period of more than six months, the compensation otherwise payable to him during the continued period of such illness or incapacity due to physical shall be reduced by the amount of any insurance benefits provided by the Company or mental illness, he the Subsidiary. The Subsidiary may terminate this Agreement at any time after Executive shall continue to receive his full base salary at the rate then in effect until be absent from his employment is terminated pursuant to paragraph 3(i) hereof. Thereafterfor whatever cause, his benefitsfor a continuous period of more than six months and all obligations of the Subsidiary and shareholders hereunder shall cease upon such termination, if any, shall be determined in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, thatthat in the event that such absence is due to illness or incapacity, if at the time Disability Subsidiary shall be obligated to pay the full amount of Executive's salary for the balance of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions term of this paragraph 4(i)Agreement or until Executive becomes gainfully employed, whichever is sooner. (iib) If the Executive’s 's employment is terminated by his death, the Subsidiary shall pay to the Executive's spouse, or if he leaves no spouse, to his estate, commencing on the next succeeding day which is the 15th day or last day of the month, as the case may be, and semimonthly thereafter on the 15th and last days of each month, until a total of 24 payments has been made, an amount on each payment date equal to the semi-monthly salary payment payable to the Executive pursuant to Section 5(a) hereof at the time of his death. (c) If the Executive's employment shall be terminated for Cause or if Cause, the Executive’s employment is terminated by Subsidiary shall pay the Executive without Good Reason, the Corporation shall pay to him his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation Subsidiary shall have no further obligations to the Executive under this Agreement. (iiid) If (A) in breach of this Agreement, the Corporation Company or the Subsidiary shall terminate the an Executive’s 's employment other than pursuant to paragraph 3(iSection 7(b) or 3(ii7(c) hereof within 24 months after (it being understood that a Change purported termination pursuant to Section 7(b) or 7(c) hereof which is disputed and finally determined not to have been proper shall be a termination by the Company and/or the Subsidiary in Control breach of the Corporation, this Agreement) or if (B) the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in ControlReason, then: (Ai) The Corporation the Company and the Subsidiary shall pay the Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given; (ii) in lieu of any further salary payments to the Executive, not later than thirty (30) days following Executive for periods subsequent to the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary Subsidiary shall pay as severance pay to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum product of (1A) the Executive's annual salary rate in effect as of the Date of termination, multiplied by (B) the greater of the Executive’s highest annual base salary number of years (including partial years) remaining in effect at any time within the twelve-month period preceding a Change in Control term of employment hereunder or the Date of Terminationnumber three, and (2) such payments to be made in a lump sum on or before the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days 5th day following the Date of Termination; (iii) if termination of the Executive's employment arises out of a breach by the Subsidiary of this Agreement, the Subsidiary shall pay all other damages to which the Executive may be entitled as a result of such breach, including damages for any and al' loss of benefits to the Executive under the Company and the Subsidiary's employee benefit plans (other than the Subsidiary's Incentive Compensation Plan) which the Executive would have received if the Subsidiary had not breached this Agreement and had the Executive's employment continued for the full term provided in Section 2 hereof, and including all legal fees and expenses incurred by him as a result of such termination; and (iv) if termination of the Executive's employment arises out of a breach by the Company of this Agreement, the Company shall pay all other damages to which the Executive may be entitled as a result of such breach, including damages for any and all loss of benefits to the Executive under the Company and the Subsidiary's employee benefit plan~ (other than the Company's Incentive Compensation Plan) which the Executive would have received if the Company had not breached this Agreement and had the Executive's employment continued for the full term provided in Section 2 hereof, and including all legal fees and expenses incurred by him as a result of such termination. (e) If the Executive shall terminate his employment under clause (ii) any stock option rights held by of Section 7(d) hereof, the Subsidiary shall pay the Executive which were not fully exercisable on his full salary through the Date of Termination shall immediately become fully exercisable by at the rate in effect at the time Notice of Termination is given together with such reasonable severance payment, if any, or the Subsidiary's Board of Directors may determine. (f) Unless the Executive is terminated for Cause, the Company and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation Subsidiary shall maintain in full force and effect, for the Executive’s continued benefit, until benefit of the earlier Executive for the greater of the number of years (Iincluding partial years) 36 months after remaining in the Date term of Termination employment hereunder or (II) the Executive’s 65th birthdaynumber three, all life, medical employee benefit plans and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; Termination provided that his the Executive's continued participation is possible under the general terms and provisions of such plans and programs; provided, further, that, in . In the event that the Executive’s 's participation in any such plan or program is barred, the Corporation Company and the Subsidiary shall arrange to provide the Executive with benefits substantially similar to those which he was entitled the Executive would otherwise have been entitle to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount programs from which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidhis continued participation is barred. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (viig) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 Section 8 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. Upon termination -------------------------------------------------- of the Executive's employment or during a period of Disability, the Executive shall be entitled to the following benefits: (ia) During any period in which that the Executive fails to perform his full-time duties with the Company as a result of incapacity due to physical or mental illnessDisability, he the Company shall continue to receive pay the Executive his full base salary as in effect at the rate commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's insurance program then in effect until his employment is terminated pursuant to paragraph 3(i) hereof. Thereafter, his benefits, if any, shall be determined in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination terminated for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (iib) If the Executive’s 's employment shall be terminated by the Company for Cause or if the Executive’s employment is terminated by the Executive without other than for Good Reason, then the Corporation Company shall pay to him the Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation Company shall have no further obligations obligation to the Executive under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare plan, insurance program or as otherwise required by law. (c) If the Executive's employment shall be terminated by the Company for Disability or by reason of the Executive's death, then the Company shall (i) immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect, (ii) immediately pay the Executive (or the executor or administrator of the Executive's estate) for all vacation time earned but not used through the Date of Termination and (iii) pay the Executive (or the executor or administrator of the Executive's estate) the bonus payment in accordance with Section 6(e) below. (d) If the Executive's employment shall be terminated (A) by the Company without Cause (excluding termination for Disability or by reason of the Executive's death), or (B) by the Executive for Good Reason, then notwithstanding such termination, the Executive shall be entitled to the benefits provided below: (i) The Company shall continue to pay the Executive his base salary at the rate in effect immediately prior to the Notice of Termination (or, if higher, at the rate in effect immediately prior to the reduction giving rise to the Executive's termination for Good Reason in accordance with Section 5(b)(i)(B) above) for the remaining term of this Agreement (the "Severance Period"). (ii) The Executive will be paid for all vacation time earned but not used through his Date of Termination, but vacation will not continue to accrue after such date. (iii) If During the Corporation Severance Period, the Company shall terminate also (A) continue to reimburse the Executive’s employment other than Executive for the vehicle allowance upon the terms and conditions set forth in Section 4(b)(iii) above, and (B) continue to reimburse the Executive for the premium cost of any life or long term disability insurance maintained by the Executive pursuant to paragraph 3(ithis Agreement on substantially the same terms as prior to the Notice of Termination, and (C) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment is eligible for Good Reason and elects continuation coverage under one or more group health plans sponsored by the Company, and is not otherwise eligible to receive such coverage pursuant to paragraph 3(iii) hereof within 24 months another employer's plan, pay the same portion of the premium cost of such coverage, if any, as is paid by the Company for members of its management team who are actively employed. Except as set forth above, after a Change in Control, then: (A) The Corporation shall pay to his Date of Termination the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days 's benefits under any other applicable employee benefit plans will be determined in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses terms of such plans then in accordance with the Corporation’s business expense policyeffect or as otherwise required by law. (Biv) In lieu The amount of any further compensation and benefit payments of salary to the Executive after during the Date Severance Period shall be offset by any compensation or benefit payments by another employer, or by a self proprietorship if the Executive is self employed, to Employee during the Severance Period; provided that there shall be no offset with respect to any compensation or benefit payments derived from the continuation of Termination any business activities in which the Corporation shall pay Executive was engaged prior to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between which are expressly permitted under Section 2 above. (e) If the Executive and Executive's employment shall be terminated (i) by the Corporation as to the payment to the Executive of any Company other amounts under this Agreement than for Cause (including termination for Disability or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater by reason of the Executive’s highest annual base salary in effect at 's death), or (ii) by the Executive for Good Reason, prior to the end of any time within the twelve-month period preceding a Change in Control fiscal year, then notwithstanding such termination or the Date terms of Terminationany bonus plan to the contrary, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would shall be entitled to a bonus if the earnings thresholds for the applicable fiscal year have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), achieved as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end last day of the fiscal year in which his termination of employment occurs; provided, however, that the Date amount of Termination occurs, or (II) such bonus shall be calculated by multiplying the highest bonus amount awarded that would have been payable to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation Executive, had his employment not terminated during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) aboveyear, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from full weeks of employment completed by the beginning of the Executive during such fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is 52. Notwithstanding the number foregoing, if the Executive's employment shall be terminated (A) by the Company without Cause (excluding termination for Disability or by reason of calendar days the Employee's death), or (B) by the Executive for Good Reason, then notwithstanding such termination or the terms of any bonus plan to the contrary, the Executive shall be entitled to bonuses under the Special Incentive Plan referred to in Section 3(b)(ii) above with respect to each of the remaining fiscal years of the plan (including the year in which his termination of employment occurs) if the earnings thresholds for each applicable fiscal year have been achieved as of the last day of each such fiscal year; provided that each such bonus payment shall be in the amount that would have been payable to the Executive had his employment not been terminated; and provided, further, that if termination of the Executive's employment under the circumstances described above occurs upon or following a Change in Control, 50% of the Executive's bonus target under the Special Incentive Plan for such remaining years will be guaranteed. If the Executive's employment shall be terminated (A) by the Company for Cause, or (B) by the Executive other than for Good Reason, prior to the end of any fiscal year, then no bonus shall be payable not later for such year. Any bonus amount payable pursuant to this Section 6(e) shall be paid at the same time bonuses are paid to other senior executives of the Company, and shall be payable in cash. (f) The Company's obligation to make the payments provided by Section 6(d) or (e) is conditioned upon the Executive's execution of a customary release of claims relating to the termination of the Executive's employment with the Company, in favor of the Company, its affiliates, and their respective directors, officers, employees and agents. (g) If the Executive's employment shall be terminated (i) by the Company other than thirty (30) days following the Date of Termination; for Cause, or (ii) any stock option rights held by the Executive which were not fully for Good Reason, then (A) any unvested portion of the stock option referred to in Section 4(a) shall automatically vest and become exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under , and (B) any unvested restricted shares of NEBS stock awarded in connection with the general terms Special Incentive Plan and provisions of such programs; provided, further, thatthen held by the Executive shall thereupon vest in the Executive (or, in the event case of death, in the person or persons to whom such shares pass by will or by the laws of descent and distribution), and shall be delivered to the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition or to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates executor or any successor plans or programs in effect on the Date administrator of Terminationhis estate, the Corporation shall pay to the Executive in one lump sum in cashupon satisfaction of all applicable income, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination employment and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidwithholding obligations. (vih) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits All amounts payable to the Executive under any planhereunder are subject to such income, agreement or arrangement relating to employee benefits provided employment and other tax withholding obligations as are required by the Corporationapplicable law. (viii) The Executive shall not be required to mitigate If the amount of any payment provided for in this paragraph 4 by seeking other Executive's employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned is terminated by the Executive as Company without Cause following the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms term of this Agreement. The form of security may include a funded irrevocable grantor trust established so as , the Executive shall be entitled to satisfy any published Internal Revenue Service guidelinesseverance benefits consistent with the Company's historical policy and practice with respect to corporate officers. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. (ia) During any period in which that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illnessillness ("disability period"), he the Executive shall continue to receive his full base salary at the rate then in effect for such period until his employment is terminated pursuant to paragraph 3(iSection 6(b ), or Section 6( d)(B) hereof. Thereafter, his benefitsprovided that payments so made to the Executive during the first 180 days of the disability period shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any such payment under disability benefit plans of the Company and which were not previously applied to reduce any such payment. The Executive's year-end bonus shall be determined paid in accordance with whatever a pro rata amount to compensate the Executive proportionately for days worked prior to the beginning of his disability income insurance plan period. (b) In the event the Executive's employment is terminated by his death, the Company shall pay to the Executive's spouse, or plans if he leaves no spouse, to his estate, commencing on the Corporation may then have in effect; providednext succeeding bi-weekly pay day, howeverand bi-weekly thereafter until a total of twenty-six (26) payments has been made, that, if an amount on each payment date equal to the bi-weekly salary payment payable to the Executive pursuant to Section 5(a) hereof at the time Disability of his death. If the Executive dies before payment of the Company's year-end bonus for any year in which Executive has worked, the bonus payment to which the Executive is established the disability benefits then available are less advantageous entitled will be made directly to the Executive than the disability benefits which were available Executive's spouse, or if he leaves no spouse, to his estate. Any bonus payment made pursuant to this Section shall be paid pro rata based on the date number of days in the Change in Control became effective, then fiscal year that the Executive worked prior to his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i)death. (iic) If the Executive’s 's employment shall be terminated for Cause or if Cause, the Company shall pay the Executive his full salary through the date of delivery to him of a Notice of Termination at the rate in effect at the time Notice of Termination is given, and the Company shall have no further obligations to the Executive under this Agreement. (d) If (A) in breach of this Agreement, the Company shall terminate the Executive’s 's employment other than pursuant to Section 6(b) or 6(c) hereof (it being understood that a purported termination pursuant to Section 6(b) or 6(c) hereof which is terminated disputed and determined not to have been proper shall be a termination by the Company in breach of this Agreement) or (B) the Executive without Good shall terminate his employment for Good" Reason, : (i) the Corporation Company shall pay to him the Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation shall have no given. (ii) in lieu of any further obligations salary payments to the Executive under this Agreement. (iii) If the Corporation shall terminate the Executive’s employment other than pursuant for periods subsequent to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary Company shall pay as severance to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum product of (1A) the greater Executive's annual compensation pursuant to Section 5 hereof, in effect as of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date date of Termination, and multiplied by (2b) five (5) such payments, in a lump sum on or before the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to fifth day following the Date of Termination. (Ciii) In addition to if termination of the foregoing amounts payable under paragraph 4(iii)(A) and (B) aboveExecutive's employment arises out of a breach by the Company of this Agreement, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination Company shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, pay all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits other damages to which the Executive is may be entitled under the Corporation’s retirement plans in which he participates or as a result of such breach, including damages for any successor plans or programs in effect on the Date and all loss of Termination, the Corporation shall pay benefits to the Executive in one lump sum in cash, an amount equal to under the actuarial equivalent of the retirement pension to Company's employee benefits plans which the Executive would have been entitled under received if the terms Company had not breached this Agreement and had the Executive's employment continued for the full term provided in Section 2 hereof at the rate of compensation specified herein, and including all legal fees and expenses incurred by him as a result of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidtermination. (vie) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.I.R.

Compensation Upon Termination or During Disability. (ia) During any period in which the that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illnessDisability, he shall continue to receive his full base salary at the rate then in effect until his employment is terminated pursuant to paragraph 3(i) hereof. Thereafter, his benefits, if any, Executive's benefits shall be determined in accordance with whatever the Company's long-term disability income insurance plan or plans the Corporation may plan, if any, then have in effect; provided, however, that, if at the time Disability of the provided that in all events Executive is established the disability shall continue to be provided all fees and benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason hereunder during any elimination or waiting period under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i)any such plan. (iib) If the Executive’s employment 's retention shall be terminated for Cause (other than Disability) or if the Executive’s employment is terminated by the Executive without other than for Good Reason, the Corporation Company shall pay to him his Executive's full base salary annual fee to Executive through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation Company shall have no further obligations obligation to the Executive under this Agreement except in respect of the Executive's rights to Options and Shares issued pursuant hereto and the Option Agreement. If Executive's retention shall be terminated by reason of Executive's death or Disability, the Company shall pay Executive's full base annual fee to Executive through the period ending six (6) months after the Date of Termination at the rate in effect at the time of Executive's death or commencement of Disability, as the case may be, and the Company shall have no further obligation to Executive under this Agreement except in respect of the Executive's rights to Options and Shares issued pursuant hereto and the Option Agreement, all of which may be transferred to the Executive's heirs. (iiic) If Executive's retention by the Corporation Company shall terminate be terminated (A) by the Executive’s employment Company other than pursuant to paragraph 3(ifor Cause or other than by reason of death or Disability or (B) or 3(ii) hereof within 24 months after a Change in Control of the Corporationby Executive for Good Reason, or if the then Executive shall terminate his employment for Good Reason pursuant be entitled to paragraph 3(iii) hereof within 24 months after a Change in Control, thenthe benefits provided below: (A) The Corporation Company shall pay Executive's full base annual fee to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary Executive through the Date later of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (IIii) the Executive’s 65th birthdayend of the Initial Term or any Extended Term, all lifeas the case may be, medical and dental insurance programs at the rate in which effect at the time Notice of Termination is given; (B) in lieu of any further fees to Executive was entitled to participate immediately prior for periods subsequent to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation Executive shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one as severance compensation a lump sum in cash, an amount equal to the actuarial equivalent product of Executive's base monthly fee at the retirement pension to which highest rate in effect during the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional twelve (12) months of continuous service after immediately preceding the Date of Termination (or, if less, multiplied by the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph twelve (312), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. a) If the Employee's employment shall be terminated due to death, the Employee's estate or other legal representative shall be entitled to receive any accrued but unpaid Annual Salary installments and any accrued reimbursable expenses (to the extent provided in Section 3(c) hereof). In addition, the Employee's estate shall be entitled to receive a payment for (i) any accrued but unused vacation days and (ii) a pro rata portion of any cash bonus due pursuant to Section 3(b) hereof. In the event of Employee's death, rights and benefits of the Employee under employee benefit and fringe benefit plans and programs of the Corporation will be determined in accordance with the terms and provision so such plans and programs. b) During any period in which that the Executive Employee fails to perform his duties as a result of incapacity hereunder due to physical or mental illnessDisability, he the Employee shall continue to receive his full base salary at Annual Salary until the rate then in effect until his Employee's employment is terminated pursuant to paragraph 3(iSection 5(b) hereof. ThereafterAfter termination due to Disability, his benefitsthe Employee shall be paid disability benefits in accordance with any long term disability plan of the Corporation then in effect. In the event of the Employee's disability as determined above, if any, shall rights and benefits of the Employee under employee benefit and fringe benefit plans and programs of the corporation will be determined in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof terms and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i)such plans and programs. (iic) If the Executive’s Employee's employment shall be terminated for Cause or if the Executive’s Employee shall terminate his employment is terminated by the Executive without Good Reasonpursuant to Section 5(g) hereof, the Corporation shall pay the Employee any accrued but unpaid Annual Salary installments and any accrued reimbursable expenses (to him his full base salary the extent provided in Section 3(c) hereof) only through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation shall have no further obligations to the Executive Employee under this Agreement. Any rights and benefits the Employee may have under employee benefit and fringe benefit plans and programs of the corporation will be determined in accordance with the terms of such plans and programs. (iiid) If the Employee's employment shall be terminated by the Corporation shall terminate the Executive’s employment other than pursuant to paragraph 3(iSection 5(d), (e) or 3(ii(f) hereof within 24 then the corporation shall continue to pay the Employee his regular salary through the date which is six (6) months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination; provided, however, that the Corporation's obligation to pay such salary shall terminate at such time as the Employee commences any alternative full-time employment. Notwithstanding the foregoing, the Executive’s Corporation will only be obligated to reimburse the Employee for reimbursable expenses ( to the extent provided in Section (c) hereof) accrued but unpaid base salary through the Date of Termination, plus compensation . The Employee shall also be entitled to receive a payment for current and carried-over (i) any accrued but unused vacation days and compensation days (ii) a pro rata portion of any cash bonus due pursuant to Section 3(b) hereof. If the Employee's employment shall be terminated by the Corporation pursuant to Section 5(d), (e) or (f) hereof, and if the Employee shall be ineligible to participate in accordance with any of the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu 's fringe benefit plans or arrangements as a result of any further payments of salary his ceasing to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times be an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program employee of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, then the Corporation shall arrange to provide the Executive Employee with substantially equivalent benefits substantially similar as if he remained employed by the Corporation until the earlier of (i) six (6) months or (ii) the end of the term of employment referred to those which he was in Section 2 hereof at no additional expense to the Employee. e) If the Employee's employment is terminated due to retirement, the Employee shall be entitled to receive under such programs; accrued but unpaid Annual Salary installments and any accrued reimbursable expenses (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans extent provided in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the planSection 3(c) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3hereof), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. (i) During any period in which In the event Executive fails to perform his duties as a result of incapacity due to physical is disabled or mental illness, he shall continue to receive his full base salary at the rate then in effect until his employment is terminated pursuant to paragraph 3(i) hereofterminates during the Employment Period, the Company shall provide Executive with the payments and benefits set forth below. Thereafter, his benefits, if any, shall be determined Executive acknowledges and agrees that the payments set forth in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disabilitythis Section 8, and the provisions other agreements and plans referenced in this Agreement, constitute the sole and liquidated damages for termination of paragraph 4(iii) hereof his employment during the Employment Period. The Executive also agrees that the Company shall apply have the right to deduct any amounts owed by the Executive to the Company for any reason, including, without limitation, due to the Executive's misappropriation of Company funds, from the payments set forth in lieu of the provisions of this paragraph 4(i)Section 8. (iia) If the Executive’s employment shall be terminated for Termination By Company without Cause or if the By Executive for Good Reason. If Executive’s 's employment is terminated by the Company without Cause or by Executive without for Good Reason, : (i) the Corporation Company shall pay to him his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation shall have no further obligations to the Executive under this Agreement. (iii) If the Corporation shall terminate the Executive’s employment other than pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall his Base Salary and accrued vacation pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days as soon as practicable following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: continued Base Salary (ias provided for in Section 5(a)) for a pro rata bonus for the year period of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty twenty-four (3024) days months following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation Company shall maintain in full force and effect, for the continued benefit of Executive’s continued benefit, until the earlier his spouse and his dependents for a period of twenty-four (I24) 36 months after following the Date of Termination or (II) the Executive’s 65th birthdaymedical, all lifehospitalization, medical dental, and dental life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive was entitled to participate for such benefits) as existed immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, furtherthat if Executive, that, his spouse or his dependents cannot continue to participate in the event the Executive’s participation in any Company programs providing such program is barredbenefits, the Corporation Company shall arrange to provide Executive, his spouse and his dependents with the Executive with economic equivalent of such benefits substantially similar to those which he was they otherwise would have been entitled to receive under such programsplans and programs ("Continued Benefits"); provided, that if Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period; (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid, prior to such termination of employment; and (iv) in addition Executive shall be entitled to the any other rights, compensation and/or benefits as may be due to Executive following such termination to which he is otherwise entitled in accordance with the Executive is entitled under the Corporation’s retirement plans in which he participates or terms and provisions of any successor agreements, plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidCompany. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. The Employee shall be entitled to the following benefits during a period of disability, or upon termination of the Employee's employment, as the case may be, provided that such period or termination occurs during the Term of this Agreement; (ia) During any period in which that the Executive Employee fails to perform his full-time duties with the Company as a result of incapacity due to physical or mental illness, he the Employee shall continue to receive his full the Employee's base salary at the rate then in effect at the commencement of any such period, together with all compensation payable to the Employee under the Company's disability plan or program or other plan during such period, until his the Employee's employment is terminated pursuant to paragraph 3(iSection 9(a) hereof. Thereafter, his benefits, if any, or in the event the Employee's employment shall be terminated by reason of the Employee's death, the Employee's benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs. (b) If at any time the Employee's employment shall be terminated (i) by reason of the Employee's death, (ii) by the, Company for Cause or Disability or (iii) by the Employee for any reason (other than, following the occurrence of a Change in Control, for Good Reason), the Company shall pay him or the appropriate payee, as the case may be (as determined in accordance with whatever disability income insurance plan or plans Section 11(b) hereof) the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) If the Executive’s employment shall be terminated for Cause or if the Executive’s employment is terminated by the Executive without Good Reason, the Corporation shall pay to him his Employee's full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given given, plus all other amounts to which the Employee is entitled under any compensation plan of the Company At the time such payments are due, and the Corporation Company shall have no further obligations to the Executive Employee under this Agreement. (iiic) If the Corporation shall terminate the Executive’s employment other than pursuant If, prior to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, thenthe Employee's employment should be terminated by the Company other than for Cause or Disability, the Employee shall be entitled to the benefits provided below: (Ai) The Corporation Company shall pay to the ExecutiveEmployee his full base salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given, not no later than thirty the fifth (30Sth) days day following the Date of Termination, plus all other amounts to which he is entitled under any compensation plan of the Executive’s accrued but unpaid base salary through Company, at the time such payments are due; (ii) The Company shall pay the Employee, in a lump sum payment, no later than the fifth (Sth) day following the Date of Termination, plus compensation for current all salary, annual bonus payments and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. two percent (B2%) In lieu of any further bonus payments of salary that would have been payable to the Executive after Employee pursuant to this Agreement had the Date Employee continued to be employed for the remaining Term of Termination this Agreement, assuming for the Corporation shall pay purpose of such continuing payments that the Employee's salary for each year of such remaining Term is equal to the Executive, not later than thirty (30) days following his salary at the Date of Termination and notwithstanding any dispute between the Executive that his annual bonus and the Corporation as to the payment to the Executive two percent (2%) bonus for each year of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount such remaining Term is equal to the sum of (1) the greater average of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, bonuses and two percent (2%) the greater of (I) the Target Incentive Award or Target Amount bonuses paid to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed him by the Corporation at Company with respect to the end of three (3) fiscal years ended immediately prior to the fiscal year in which the Date of Termination occurs, or ; and (IIiii) The Company shall continue in effect for the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program benefit of the Corporation during Employee all insurance or other provisions for indemnification and defense of officers or directors of the last three fiscal years prior Company which are in effect on the date the Notice of Termination is sent to the.Employee with respect to all of his acts an omissions while an officer or director as fully and completely as if such termination had not occurred, and until the Date final expiration or running of Terminationall periods of limitation against actions which may be applicable to such acts or omissions. (Cd) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) aboveIf, following a Change in Control, the Executive will Employee's employment should be terminated by the Company other than for Cause or Disability, of the Employee's employment should be terminated by the Employee for Good Reason, he shall be entitled to the followingbenefits provided below: (i) The Company shall pay to the Employee in a pro rata lump sum payment no later than the fifth (5th) day following the Date of Termination all salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given, plus all salary, annual bonus payments and two percent (2%) bonus payments that would have been payable to the Employee pursuant to this Agreement had the Employee continued to be employed for the remaining Term of this Agreement, assuming for the purpose of such payments that his salary for each year of such remaining Term is equal to his salary at the Date of Termination and that his annual bonus and two percent (2%) bonus for the each year of termination such remaining Term is equal to the Target Incentive Award or Target Amount under average of the EICP or ADMICP, as applicable, multiplied annual bonuses and two percent (2%) bonuses paid to him by a fraction, the numerator of which is Company with respect to the number of calendar days that have elapsed from the beginning of three (3) fiscal years ended immediately prior to the fiscal year in which such termination occurs through the Date of TerminationTermination occurs; plus all other amounts to which he is entitled under any compensation plan of the Company, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination;and (ii) any stock option rights held by An amount equal to 2.98 times the Executive total compensation paid and payable to the employee under this agreement during and f or the year in which were not fully exercisable on the Date change of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested;control occurs in a total lump sum to be paid to Employee under Section 10(d)(i), above. (iii) the Corporation The Company shall maintain continue in full force and effect, effect for the Executive’s continued benefit, until benefit o the earlier Employee all insurance or other provisions for indemnification and def ense of (I) 36 months after the Date of Termination f icers or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent directors of the retirement pension to Company which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate are in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect ef f ect on the date the Notice of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject Termination is sent to the excise tax imposed under Section 4999 Employee with respect to all of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax his acts and omissions while an officer or director as f ully and completely Ai3 if such reduction would result in termination had not o'ccurred, and until the Participant receiving an equal final expiration or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidrunning of all periods of limitation against actions which may be applicable to such acts or omissions. (vie) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive Employee shall not be required to mitigate the amount of amountof any payment provided for in this paragraph 4 Section 10 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viiif) The Corporation may, but shall not be obligated to, provide security for In the event the employment of the Employee is terminated by the Company without Cause or the Employee's employment is terminated by the Employee under conditions entitling him to payment hereunder and the Company f ails to make timely payment of the amounts set forth in then owed to the Employee under this Agreement in a form that will cause Agreement, the Employee shall be entitled to interest on such amounts to be includible in at the Executive’s gross income only rate of five percent (5%) above the prime rate (defined as the base rate on corporate loans at large U.S. money center commercial banks as published by the Wall Street Journal), compounded monthly, for the taxable year or years in which period from the date such amounts are paid were otherwise due until payment is made to the Executive Employee (which interest shall be in addition to all rights which the Employee is otherwise entitled to under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.)

Compensation Upon Termination or During Disability. (ia) During any period in which that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illnessillness ("disability period"), he the Executive shall continue to receive his full base salary at the rate then in effect for such period until his employment is terminated for disability pursuant to paragraph 3(iSection 7(b) hereof. Thereafter, his benefitsprovided that payments so made to the Executive shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any such payment under disability benefit plans of the Company or under the Social Security disability insurance program, and which amounts were not previously applied to reduce any such payment. (b) If the Executive's employment is terminated by his death, the Company shall be determined pay any amounts due to the Executive under Section 5 through the date of his death in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(iSection 12(b). (iic) If the Executive’s 's employment shall be terminated by the Company for Cause or if the Executive’s employment is terminated voluntarily by the Executive without other than for Good Reason, the Corporation Company shall pay to him the Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation Company shall have no further obligations to the Executive relating to the provision of salary under this Agreement. (iiid) If (A) in breach of this Agreement, the Corporation Company shall terminate the Executive’s 's employment other than for disability pursuant to paragraph 3(iSection 7(b) or 3(iiother than for Cause or (B) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant (but for the purpose of this Section 8(d), the term Good Reason shall not include any reference to paragraph 3(iiichange in control as set forth in Section 7(d)(ii)(C) hereof within 24 months after a Change in Controlhereof), then: (i) the Company shall pay the Executive (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base his full salary through the Date of TerminationTermination at the rate in effect at the time Notice of Termination is given, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu a pro rata portion of any further payments of salary to incentive bonus for the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) such amount determined based on the highest target bonus amount awarded to that the Executive under would have received if all performance goals (if any) had been attained in full and had his employment continued until the EICP or ADMICP end of such year, and on the number of full and partial months worked during such year, and (C) all other unpaid amounts, if any, with respect to which the Executive has a vested interest as of the Date of Termination under any other annual cash bonus compensation plan or program of the Corporation during Company, at the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which time such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Terminationpayments are due; (ii) in lieu of any stock option rights held by further salary payments to the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled periods subsequent to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation Company shall pay as liquidated damages, in full settlement of the Company's obligations to the Executive in one lump sum in cashrelating to the provision of salary and bonus under this Agreement, to the Executive an amount equal to the actuarial equivalent product of (A) the retirement pension to which sum of (1) the highest annual salary rate in effect for the Executive would have been entitled under in the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between 90 days immediately preceding the Date of Termination and (2) the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that highest annual amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any planthe Company's annual bonus plans in respect of the three calendar years preceding the calendar year in which such Date of Termination occurs, agreement and (B) the greater of the number of years (including partial years) remaining in the term of employment hereunder or arrangement relating the number two (2); such payment to employee benefits provided by the Corporationbe made in substantially equal monthly installments. (viie) The If the Executive shall not be required to mitigate terminate his employment under clause (B) of subsection 7(d) (i) hereof, the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor Company shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by pay the Executive as his full salary through the result Date of employment by another employer or by reason Termination at the rate in effect at the time Notice of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwiseTermination is given. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. (ia) During any period in which that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illnessillness ("Disability Period"), he the Executive shall continue to receive his full base salary Base Salary at the rate and frequency then in effect for such period and all other compensation and benefits provided herein until his employment is terminated pursuant to paragraph 3(iSection 6(b) hereof. Thereafter, his benefitsprovided that payments so made to the Executive shall be reduced by the sum of the amounts, if any, shall be determined in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous payable to the Executive than at or prior to the time of any such payment under disability benefits which were available on benefit plans of the date Company or under the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of DisabilitySocial Security disability insurance program, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i)which amounts were not previously applied to reduce any such payment. (iib) If the Executive’s employment shall be terminated for Cause or if the Executive’s 's employment is terminated (i) by his death, (ii) for Disability under Section 6(b) hereof, (iii) by the Company for Cause under Section 6(c) hereof, or (iv) by the Executive without Good Reason, the Corporation Company shall promptly pay the Executive (or the Executive's legal representative in accordance with Section 15(b) hereof) his (A) Base Salary through the Date of Termination at the rate in effect on the Date of Termination (plus, in the case of termination due to him death, Base Salary at that rate through the ninetieth (90th) day after the date of death); (B) any amounts due the Executive through the Date of Termination pursuant to Section 4 hereof, provided that the Company's post-termination obligations with respect to CARs shall be as provided pursuant to Section 4(d) hereof; and (C) any other or additional benefits to be provided in accordance with pertinent plans, programs, or obligations of the Company. (c) If (A) the Company shall terminate the Executive's employment (other than for Cause), (B) the Executive shall terminate his full base salary employment for Good Reason or (C) the Executive's employment shall be terminated for Disability, then, subject to the Executive's continuing compliance with Section 12 hereof (provided that the Company's post-termination obligations with respect to CARs, which are provided for in Section 4(d) hereof, shall not be subject to such compliance), (i) the Company shall promptly pay the Executive his Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation shall have no further obligations to the Executive under this Agreement. (iii) If the Corporation shall terminate the Executive’s employment other than pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of the Corporationgiven, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued any previously awarded but unpaid base salary through the Date of Termination, plus compensation bonus for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years completed prior to the Date of Termination. (C) In addition , all other unpaid amounts, if any, to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, which the Executive will be is entitled to as of the following: (i) Date of Termination under this Agreement or any compensation plan or program of the Company, at the time such payments are due, and a pro pro-rata bonus for the year of termination equal based on his prior year's bonus award (or, if the Date of Termination shall occur prior to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning end of the first full fiscal year of the Company during the Term of Employment, based on an annual bonus of five-hundred thousand dollars ($500,000)); (ii) in which such termination occurs through lieu of any further salary or bonus payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay as severance to the Executive an amount (the "Severance Amount") equal to two (2) times the sum of (A) the Executive's annual Base Salary rate in effect as of the Date of Termination (or, if the termination is for Good Reason based on a reduction in Base Salary, then the rate shall be the rate in effect immediately prior to such reduction), plus (B) if the Date of Termination occurs on or before December 31, 1999, a deemed annual bonus of five-hundred-thousand dollars ($500,000); the Severance Amount shall be paid in substantially equal installments and the denominator of which is the number of calendar days in the fiscal yearsame manner and over the same period of time as the Executive's salary payments would have been made, payable not later than thirty except that if the Date of Termination occurs within the two-year period immediately following a "Change in Control" (30as defined in Section 8 hereof) days the Severance Amount shall be paid in a single lump sum payment within the ten-day period immediately following the such Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation Company shall maintain in full force and effect, for the Executive’s continued benefitbenefit of the Executive for two years, until the earlier each "employee welfare benefit plan" (as defined in section 3(1) of (IERISA) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; Termination (with no reduction in benefits), provided that his the Executive's continued participation is possible under the general terms and provisions of such programs; provided, further, that, in plans. In the event that the Executive’s 's participation in any such program plan is barred, the Corporation Company shall arrange to provide the Executive with benefits substantially similar to those which he was the Executive would otherwise have been entitled to receive under such programs;the plan from which his continued participation is barred (with no reduction in benefits); and (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation Company shall promptly pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination A) any other amounts due and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable owing to the Executive than those under Section 4 of this Agreement and (B) any other or additional benefits to be provided in effect on the date accordance with pertinent plans, programs and obligations of the Change in Control; andCompany. (vd) If a Change of Control occurs After completing the payments and Executive becomes entitled to compensation under providing the benefits required by this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code7 and Section 4 hereof, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable have no further obligations to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive Agreement except as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts expressly set forth in Sections 9, 10, 14 and 15 hereof. Any amounts due under this Agreement Section 7 and Section 4 hereof are in a form that will cause such amounts the nature of compensation or severance payments considered to be includible reasonable by the Company and are not in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms nature of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelinespenalty. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. (a) Upon termination of Employee’s employment or during a period of Disability, Employee shall be entitled to the following benefits: (i) During any period in which the Executive that Employee fails to perform his full-time duties with the Company as a result of incapacity due to physical or mental illnesshis Disability, he Employee shall continue to receive his full base salary Base Salary at the rate then in effect at the commencement of any such period, together with all compensation payable to Employee under the Company’s disability plan or other plan during such period, until his employment this Agreement is terminated pursuant to paragraph 3(i) hereofas a result of his Disability. Thereafter, his benefits, if any, Employee shall be determined in accordance provided with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are that shall be no less advantageous than the benefits that Employee would have been entitled to pursuant to the Executive than the Company’s long-term disability benefits which were available on the date the plan as in effect immediately prior to a Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i)Control. (ii) If the ExecutiveEmployee’s employment shall be terminated by the Company for Cause or if the Executive’s employment is terminated by the Executive without Employee other than for Good Reason, Disability, death or Retirement, the Corporation Company shall pay to him Employee his full base salary Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given unpaid and properly documented expense reimbursements incurred in accordance with Employer’s policies prior to termination, and compensation for accrued, and unused vacation as of the Date of Termination and any amounts to be paid to him pursuant to the Company’s retirement and other benefits plans then in effect (“Accrued Amounts”), and the Corporation Company shall have no further obligations to the Executive Employee under this Agreement. (iii) If the Corporation shall terminate the ExecutiveEmployee’s employment shall be terminated by the Company or by Employee for Retirement or by reason of Employee’s death, Employee’s benefits shall be determined in accordance with the Company’s retirement, benefit and insurance programs then in effect. (iv) If Employee’s employment by the Company shall be terminated by the Company other than pursuant for Cause and other than because of Employee’s death, Disability or Retirement or by Employee for Good Reason then, effective as of the Date of Termination, in lieu of any severance benefits which he otherwise would be eligible to paragraph 3(ireceive under the Company’s severance plan or policy as in effect immediately prior to the Change in Control, Employee shall be entitled to the benefits (“Severance Benefits”) provided below: (A) The Company shall pay Employee Accrued Amounts through the Date of Termination at the rate in effect at the time the Notice of Termination is given (excluding any severance benefits under the Company’s severance plan or 3(iipolicy); and (B) hereof within 24 months after The Company shall pay Employee, in addition to all Accrued Amounts, (i) if prior to a Change in Control Control, Employee’s then current Base Salary for the period commencing on the Date of Termination and ending upon the earlier of (1) the last date of the CorporationTerm, or and (2) six (6) months after the Date of Termination; and (ii) if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the ExecutiveEmployee’s accrued but unpaid base salary through the Date of Termination, plus compensation then current Base Salary for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following a period commencing on the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of ending one (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to after the Date of Termination. (Cb) In addition Notwithstanding any other provision of this Agreement, if any amount payable hereunder would, individually or together with any other amounts paid or payable, constitute an “excess parachute payment,” within the meaning of Section 280G of the Internal Revenue Code of 1986 and any applicable regulations thereunder (the “Code”) which would require the payment by Employee of the excise tax imposed by Section 4999 of the Code or any interest or penalty (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the foregoing amounts payable under paragraph 4(iii)(A) and (B) above“Excise Tax”), the Executive will then he shall be entitled to receive an additional payment (the following: “Gross-Up Payment”) in an amount such that after the payment by Employee of all taxes (iincluding any interest or penalties imposed with respect to such taxes) a pro rata bonus for including, without limitation, any income taxes (and any interest and penalties with respect thereto) and the year Excise Tax imposed upon the Gross-Up Payment, Employee shall retain an amount of termination the Gross-Up Payment equal to the Target Incentive Award or Target Amount under Excise Tax imposed upon the EICP or ADMICP, as applicable, multiplied total payments to be received by Employee pursuant to this Agreement. The determination of whether the Gross-Up Payment shall be paid shall be made by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which nationally recognized accounting firm selected by Employee and such termination occurs through the Date of Termination, determination shall be binding upon him and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, Company for purposes of this subparagraph (3), the actuarial equivalents Agreement. The costs and expenses of such accounting firm shall be determined, and all other calculations shall be made, using paid by the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidCompany. (vic) The Executive’s right to receive payments under Except as specifically provided in this Agreement shall not decrease the amount ofSection 7, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive Employee shall not be required to mitigate the amount of any payment provided for in this paragraph 4 Section 7 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 Section 7 be reduced by any compensation earned by the Executive him as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date Date of termination of employment Termination, or otherwise. (viiid) The Corporation may, but shall not be obligated to, provide security for payment of In the amounts set forth event that any payments under this Section 7 or elsewhere in this Agreement in a form that will cause such amounts are determined to be includible subject to Section 409A of the Code, and Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Executive’s gross income only for the taxable year or years in which Code and Treasury Regulation §1.409A-1(i), no such amounts are paid payments shall be made prior to the Executive under date that is six (6) months following the terms Date of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelinesTermination. (ixi) The Corporation may withhold from any amounts payable Employee acknowledges and agrees that (A) Employee is solely responsible for all obligations arising as a result of the tax consequences associated with payments under this Agreement such federalincluding, state without limitation, any taxes, interest or penalties associated with Section 409A of the Code, (B) Employee is not relying upon any written or oral statement or representation the Company, any of its Affiliates, or any of their respective employees, directors, officers, attorneys or agents (collectively, the “Company Parties”) regarding the tax effects associated with the execution of the this Agreement and local taxes as may be required the payment under this Agreement, and (C) in deciding to enter into this Agreement, Employee is relying on his or her own judgment and the judgment of the professionals of his or her choice with whom Employee has consulted. Employee hereby releases, acquits and forever discharges the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with the execution of this Agreement and any payment under the Agreement. (ii) Employee must execute a full release of all claims within 60 days following termination of employment in order to be withheld pursuant eligible for Severance Benefits. Without limiting the remedies available to the Company for breach by Employee of Section 8, Section 9, Section 10, , Section 11, or Section 12, if Employee violates the provisions of such Sections after the termination of Employee’s employment with the Company in a manner reasonably determined by the Board to be injurious to the Company or any of its affiliates, then Employee will forfeit the right to any applicable law or regulationpayments under this Section 7 which are unpaid at the time such violation occurs.

Compensation Upon Termination or During Disability. Upon termination of Executive’s employment or during a period of Disability, in either case, during the Protected Period, Executive shall be entitled to the following benefits: (i) During any period in which the that Executive fails to perform his Executive’s full-time duties with the Company and its subsidiaries as a result of incapacity due to physical or mental illnessthe Disability, he Executive shall continue to receive his full an amount equal to Executive’s base salary at the rate then in effect until his at the commencement of any such period, and Bonus (as defined in Section 4(iv)(B)), through the Date of Termination for Disability; provided, that if any such period of Disability ends during the Protected Period, Executive shall have the right to resume active employment is with the Company immediately following the end of such period of Disability, unless, prior to the end of such period of Disability, the Company has terminated pursuant to paragraph 3(i) hereofExecutive’s employment. Thereafter, his benefits, if any, Executive’s benefits shall be determined in accordance with whatever disability income insurance plan or plans the Corporation may employee benefit programs of the Company and its subsidiaries then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) If the Executive’s employment shall be terminated for Cause or if the Executive’s employment is terminated by the Company or any of its subsidiaries for Cause or by Executive without Good ReasonReason (excluding death, Disability or Retirement) the Corporation Company (or one of its subsidiaries, if applicable) shall pay to him his full base salary through the Date of Termination Executive’s full base salary at the rate in effect at the time Notice of Termination is given and shall pay any amounts otherwise payable to Executive on or immediately prior to the Corporation Date of Termination pursuant to any other compensation plans, programs or employment agreements then in effect, and the Company shall have no further obligations to the Executive under this Agreement. (iii) If the Corporation shall terminate the Executive’s employment is terminated by reason of Executive’s death or Retirement, Executive’s benefits shall be determined in accordance with the retirement and other benefit programs of the Company and its subsidiaries then in effect, except as otherwise provided in Section 3(i). (iv) If Executive’s employment by the Company and its subsidiaries is terminated (other than pursuant for death or Disability) by (a) the Company and its subsidiaries other than for Cause or (b) Executive with Good Reason, then, subject to paragraph 3(iExecutive executing, delivering and not revoking the Release of Claims attached to this Agreement as Exhibit A (the “Release”) or 3(ii) hereof within 24 months after a Change 30 days following the Separation from Service Date (as defined in Control of the CorporationSection 4(vii)), or if the Executive shall terminate his employment for Good Reason pursuant be entitled to paragraph 3(iii) hereof within 24 months after a Change in Control, thenthe benefits provided below: (A) The Corporation Company (or one of its subsidiaries, if applicable) shall pay to any unpaid portion of Executive’s full base salary, at the Executiverate in effect at the time of the Change in Control (the “Base Salary”), not and a pro-rated annual bonus at target level, in each case, calculated through the Date of Termination, no later than thirty (30) days the thirtieth day following the Date of Termination, plus all other amounts to which Executive is entitled under any compensation plan of the Company applicable to Executive’s accrued but unpaid base salary through , at the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policytime such payments are due. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation The Company shall pay to the Executive, not later than thirty (30) 10 days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under Release has become effective and irrevocable, as severance pay to Executive, a severance payment equal to times the plansum of (i) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determinedExecutive’s Base Salary, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.ii)

Compensation Upon Termination or During Disability. (i) During Upon termination of Vice President’s employment pursuant to the terms of this Agreement or during any period in which the Executive fails to perform his duties as a result of incapacity due to Vice President’s physical or mental illnessdisability, he Vice President shall be paid as follows: (a) The Vice President shall continue to receive his full annual base salary at the rate then in effect until his employment is terminated during any Disability Period provided, however, that such payments shall not continue beyond the earlier of (i) the end of the Term or, if applicable, the Renewal Term, or (ii) the Date of Termination of this Agreement by the Company pursuant to paragraph 3(i) hereof. ThereafterSection 10(e)(ii), his benefitsprovided that payments so made to Vice President shall be reduced by the sum of the amounts, if any, shall be determined in accordance with whatever payable to Vice President under any disability income insurance plan or benefit plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established Company and which were not previously applied to reduce any such payment. In addition the disability benefits then available are less advantageous Company shall reimburse Vice President for any theretofore unreimbursed expenses which were incurred prior to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu commencement of the provisions of this paragraph 4(i)Disability Period. (iib) If Vice President’s employment is terminated by his death, the ExecutiveCompany shall pay to Vice President’s designated beneficiaries, or if he leaves no designated beneficiaries, to his estate, his annual base salary through the date of Vice President’s death at the rate then in effect and any theretofore unreimbursed expenses and the Company shall have no further obligations to Vice President under this Agreement. (c) If Vice President’s employment shall be terminated for Cause or if the Executive’s employment is terminated by the Executive without Good ReasonCause, the Corporation Company shall pay to him Vice President his full annual base salary (but not the compensation described in Section 4(b)) through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation Company shall have no further obligations to the Executive Vice President under this Agreement. (iiid) If the Corporation Company shall (i) terminate the ExecutiveVice President’s employment other than pursuant to paragraph 3(iSection 10(a), 10(b) or 3(ii10(c) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; hereof; (ii) assign to Vice President any stock option rights held by duties materially inconsistent with Vice President’s position in the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; Company; or (iii) the Corporation shall maintain in full force and effectassign to Vice President a title, for the Executive’s continued benefit, until the earlier of office or status which is inconsistent than that established herein (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, unless in the event the Executive’s participation in any such program is barrednature of a promotion) then, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or reimbursement of Vice President for any successor plans or programs in effect on the Date of Terminationtheretofore unreimbursed expenses, the Corporation Company shall pay to the Executive in one lump sum in cashVice President, with no offset, an amount equal to the actuarial equivalent greater of (a) Vice President’s annual base salary at the rate in effect at the time Notice of Termination is given for the unexpired Term or, if applicable, Renewal Term of this Agreement and payment for any accrued, but unused vacation days hereunder; or (b) six (6) months of Vice President’s annual base salary at the rate in effect at the time Notice of Termination is given and payment for any accrued, but untaken vacation days hereunder. Such payments to be made in a single lump sum within ten (10) days of the retirement pension termination of this Agreement. (e) If Vice President shall terminate his employment pursuant to which Section 10(d) of this Agreement, the Executive would have been entitled under the terms Company shall pay Vice President, in addition to reimbursement of such retirement plan or programs had he accumulated 36 additional months of continuous service after any theretofore unreimbursed expenses, his full salary through the Date of Termination (or, if less, at the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date date that Notice of Termination reduced is received by the single sum actuarial equivalent of Company, plus payment for any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans accrued, but untaken vacation days hereunder and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits have no further obligation to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments Vice President under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the CorporationAgreement. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. Following a Change in Control of the Corporation, as defined in Section 2 hereof, upon termination of Employee's employment or during a period of disability Employee shall be entitled to the following benefits: (ia) During any period in which the Executive that Employee fails to perform his full-time duties with the Corporation as a result of incapacity due to physical or mental illnessDisability as that term is defined in Subsection 3(a) herein, he Employee shall continue to receive his full base salary Base Salary at the rate then in effect at the commencement of any such period, until his Employee's employment is terminated pursuant to paragraph 3(iSubsection 3(a) hereof. Thereafter, his benefits, if any, Employee's benefits shall be determined in accordance with whatever disability income the Corporation's retirement, insurance plan or and other applicable programs and plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (iib) If the Executive’s Employee's employment shall be terminated by the Corporation for Cause or if the Executive’s employment is terminated by the Executive without Employee other than for Good Reason, the Corporation shall pay to him Employee his full base salary Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given or on the Date of Termination if no Notice of Termination is required hereunder, plus all other amounts to which Employee is entitled under any compensation plan of the Corporation at the time such payments are due, and the Corporation shall have no further obligations to the Executive Employee under this Agreement. (iiic) If the Corporation Employee's employment terminates by reason of his Retirement or by reason of his death, then Employee's benefits shall terminate the Executive’s employment other than pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days be determined in accordance with the Corporation’s personnel policy's Supplemental Retirement Plans, and reimbursement for all reasonable business expenses its retirement, survivor's benefits, insurance, and/or such other applicable programs and plans then in accordance with the Corporation’s business expense policyeffect. (Bd) In lieu of any further payments of salary If Employee's employment by the Corporation shall be terminated by the Corporation other than for Cause, Retirement or Disability, or by Employee for Good Reason, Employee shall be entitled to the Executive after benefits (the "Severance Payments") provided below: (i) the Corporation shall pay Employee his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, or the Date of Termination where no Notice of Termination is required hereunder; (ii) the Corporation shall pay as severance benefits to Employee, on the Executive, not later than thirty (30date specified in Subsection 4(g) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwisebelow, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the product of (A) the sum of (1I) the greater of the Executive’s highest Employee's annual base salary Base Salary in effect at any time within the twelve-month period preceding a Change in Control or immediately prior to the Date of TerminationTermination (or, if Employee’s employment terminates for Good Reason based on a reduction in Base Salary, the Employee’s annual Base Salary as in effect immediately prior to such reduction), and (2II) the greater of (Ix) the Target Incentive Award or Target Amount annual bonus awarded to which the Executive would have been entitled Employee under the Corporation’s Executive Corporate Incentive Compensation Plan (for the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (fiscal year immediately preceding the “ADMICP”), as applicable, and the base or target amount to fiscal year in which the Executive would have been entitled under any other Date of Termination occurs (or, if no annual cash bonus program was received for such fiscal year, the average of the annual bonuses awarded to Employee under the Corporation, had he been employed by ’s Corporate Incentive Plan for the Corporation at the end of three fiscal years immediately preceding the fiscal year in which the Date of Termination occurs), or (IIy) the highest amount awarded to the Executive Employee’s target annual bonus under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus Corporation’s Corporate Incentive Plan for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty Termination occurs; times (30B) days following the Date of Termination2.5; (iiiii) in lieu of shares of common stock of the Corporation ("Option Shares") issuable upon exercise of outstanding options ("Options"), if any, granted to Employee under the Corporation's 2010 Long-Term Incentive Compensation Plan, together with any stock additional, substitute or successor option rights held by program or plan as may be in effect from time to time, (which Options shall be canceled upon the Executive which were not fully exercisable making of the payment referred to below), Employee shall receive, on the date specified in Subsection 4(g) below, an amount in cash equal to the product of (i) the higher of the closing price of shares reported on the NASDAQ Stock Market on the Date of Termination or the highest per share price for Option Shares actually paid in connection with any Change in Control of the Corporation, over the per share exercise price of each Option held by Employee, times (ii) the number of Option Shares covered by each such Option; (iv) for a twenty-four (24) month period after such termination, the Corporation will arrange to provide Employee, at the Corporation's expense, with benefits under the Corporation's applicable employee fringe benefit plans, which benefits shall be the same or substantially similar to the benefits Employee was receiving immediately prior to the Notice of Termination; but in no event shall Employee be provided the benefits described herein after the first day of the month after Employee attains age 65; and provided further that benefits otherwise receivable by Employee pursuant to this Subsection (iv) shall be reduced to the extent comparable benefits are actually received by Employee during the twenty-four (24) month period following Employee's termination and any such benefits actually received by Employee shall be reported to the Corporation. In the event the Corporation’s contributions for coverage under the fringe benefit plans would be treated as deferred compensation under Section 409A of the Code and contributions during the six (6) months following Employee’s Date of Termination would cause Employee to be subject to an additional tax under Section 409A of the Code, Employee shall pay the entire cost of coverage during such six-month period and the Corporation shall reimburse Employee for the amount that the Corporation would have paid during such period on the first date that the Corporation may make such payment without causing an additional tax to be paid by Employee under Section 409A of the Code. In addition, to the extent that any such fringe benefit plan provides for reimbursement of any expenses or the provision of any in-kind benefits that are subject to Section 409A of the Code, (i) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, during any one calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year (provided, that, this clause (i) will not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect); (ii) reimbursement of any such expense shall be made by no later than December 31 of the year following the calendar year in which such expense is incurred; and (iii) Employee's right to receive such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (e) In the event that Employee becomes entitled to the Severance Payments, if it is determined that any of the Severance Payments will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986 ("Code") (or any similar tax that may hereafter be imposed), the Severance Payments to which Employee is entitled hereunder shall be reduced to the extent necessary to avoid the imposition of any Excise Tax upon such Severance Payments. In the event Severance Payments shall have previously been made to Employee which are or would be subject to the Excise Tax, Employee shall immediately become fully exercisable repay to the Corporation that portion of the Severance Payments determined to be subject to such Excise Tax. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) any other payments or benefits received or to be received by Employee in connection with a Change in Control of the Corporation or Employee's termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Corporation, any person whose actions result in a Change in Control of the Corporation or any person affiliated with the Corporation or such person) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Executive Corporation's independent auditors and acceptable to Employee such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Severance Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Severance Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i) above), and (iii) the value of any restricted stock rights held non-cash benefits or any deferred payment or benefits shall be determined by the Executive Corporation's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Employee's employment, the Corporation shall repay to the Employee at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Severance Payments previously repaid by Employee to the Corporation hereunder attributable to such reduction plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Employee's employment, Employee shall repay to the Corporation such further excess portion of the Severance Payments as would be subject to the Excise Tax (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined. (f) In the event the amount of Severance Payments that Employee would be entitled to receive hereunder, following a Change in Control of the Corporation, upon termination of Employee's employment, would, under any applicable provision of law, render the validity, legality or enforceability of this Agreement and the Severance Payments made hereunder contingent upon this Agreement having first been approved by the affirmative vote of a majority of the aggregate outstanding voting securities of the Corporation, (i) the Severance Payments due Employee hereunder shall be reduced to the extent necessary to avoid rendering this Agreement subject, under any applicable provision of law, to prior shareholder approval as specified above; or (ii) if Severance Payments have previously been made to Employee hereunder, the amount of which were not fully vested Severance Payments would render this Agreement subject to prior shareholder approval, as specified above, as a condition precedent to its validity, legality or enforceability, Employee shall immediately repay to the Corporation that portion of the Severance Payments which served to render this Agreement subject to said prior shareholder approval. (g) The payments provided for in Subsection (d) (ii) and (iii) above, together with interest on such amounts from the Date of Termination until the date such amounts are paid at the rate provided in Section 1274(b)(2)(B) of the Code, shall immediately become fully vested; be made on the date that is 6 months after the Date of Termination; provided, that if a bona fide dispute exists regarding Employee’s right to payment on such date, payments (if any) shall be made in accordance with the provisions of Treasury Regulation 1.409A-3(g), which generally requires that (1) Employee accept the portion of the payment that the Corporation is willing to pay (unless such acceptance would result in a relinquishment of Employee’s claim to payment of the remaining amount); (2) Employee make good faith efforts to collect the remaining portion of the payment; and (3) any further payment is made no later than the end of the first taxable year of Employee in which: (i) Employee and the Corporation settle the dispute, (ii) the Corporation concedes the disputed amount is payable; or (iii) the Corporation is required to make such payment pursuant to a final and nonappealable judgment or other binding decision. (h) The Corporation shall maintain also pay to Employee all legal fees and expenses incurred by Employee as a result of such termination of employment (including all such fees and expenses, if any, incurred in full force and effect, for contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the Executive’s continued benefit, until extent attributable to the earlier application of (I) 36 Section 4999 of the Code to any payment or benefit provided hereunder). No such payments shall be made prior to the date which is 6 months after the Date of Termination or (II) Termination. On the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided date that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on 6 months after the Date of Termination, the Corporation shall pay to the Executive in one make a lump sum in cashpayment of all legal fees and expenses (if any) that accrued during such six month period, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of along with interest on such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and amounts from the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced incurred by the single sum actuarial equivalent of any amounts Employee to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of payment at the Change rate provided in Control; and (vSection 1274(b)(2)(B) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vii) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive Employee shall not be required to mitigate the amount of any payment provided for in this paragraph Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph Section 4 be reduced by any compensation earned by the Executive Employee as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date Date of termination of employment Termination, or otherwise. (viiij) The Severance Payments to be paid pursuant to Subsection (d) above are not intended as stipulated or liquidated damages for breach of any promise of a term of employment, no such promise being made herein, but are payments which shall be fully earned as of the Date of Termination, and shall be compensation for: Employee's continued services rendered to the Corporation after the date hereof and prior to such Date of Termination; the foregoing of other possibly more secure employment; consequential losses which may result from such termination, including, but not limited to, permanent injury to reputation, loss of career development opportunities, and emotional stress; and actual losses which may result from such termination including, but not limited to, lost wages and expenses of securing other employment. (k) The Corporation may, but shall not have no obligation to provide or cause to be obligated to, provide security for payment of provided to Employee the amounts set forth benefits described in this Agreement in if the Corporation or Employee shall terminate Employee's employment prior to a form that will cause such amounts Change of Control. This Agreement is not and nothing contained herein shall be deemed to be includible in create a contract of employment between the Executive’s gross income only for Employee and the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelinesCorporation. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. The Employee shall be entitled to the following benefits during a period of disability, or upon termination of his employment, as the case may be, provided that such period or termination occurs during the Term of this Agreement: (ia) During any period in which that the Executive Employee fails to perform his full-time duties with the Company as a result of incapacity due to physical or mental illness, he shall continue to receive his full base salary at the rate then in effect at the commencement of any such period, together with all compensation payable to him under the Company's disability plan or program or other similar plan during such period, until his employment is terminated pursuant to paragraph 3(i) Section 11 hereof. Thereafter, his benefits, if any, shall be determined or in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at event the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) If the Executive’s Employee's employment shall be terminated by reason of his death, his benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs. (b) If at any time the Employee's employment shall be terminated: (i) by the Company for Cause or if Disability or (ii) by him for any reason (other than in a Voluntary Termination or for Good Reason following the Executive’s employment is terminated by the Executive without Good Reasonoccurrence of a Change in Control), the Corporation Company shall pay to him his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given given, plus all other amounts to which he is entitled through the Date of Termination under any compensation plan of the Company at the time such payments are due, and the Corporation Company shall have no further obligations to the Executive him under this Agreement. (iiic) If the Corporation shall terminate Employee's employment should be terminated: (1) by reason of his death, (2) by the Executive’s employment Company other than pursuant for Cause or Disability or (3) by the Employee in a Voluntary Termination, he shall be entitled to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, thenbenefits provided below: (Ai) The Corporation the Company shall pay to the Executive, not later than thirty Employee or the appropriate payee (30as determined in accordance with Section 13(c)) days following the Date of Termination, the Executive’s accrued but unpaid (A) his full base salary through the Date of Termination, Termination at the rate in effect at the time Notice of Termination is given; plus compensation for current (B)(x) in the case of death or a Voluntary Termination all salary and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further bonus payments of salary that would have been payable to the Executive after Employee pursuant to this Agreement for the Date remaining Term of Termination the Corporation shall pay this Agreement, or (y) in all other cases, all salary and bonus payments that would have been payable to the ExecutiveEmployee had the Employee continued to be employed for a period of 12 months, not later than thirty (30) days following assuming for the purpose of such payments that his salary for such remaining period is equal to his salary at the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount that his annual bonus for such remaining Term is equal to the sum of (1) the greater average of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount bonuses paid to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed him by the Corporation at Company with respect to the end of three fiscal years ended immediately prior to the fiscal year in which the Date of Termination termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. ; plus (C) In addition all other amounts to the foregoing amounts payable which he is entitled under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning any compensation plan of the fiscal year Company, in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days cash in the fiscal year, payable not a lump sum no later than thirty (30) days the 15th day following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months a 12-month period after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation Company shall arrange to provide the Executive Employee with life, disability, accident and health insurance benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition the Employee and his covered family members are receiving immediately prior to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date Notice of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate without giving effect to any reduction in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts such benefits subsequent to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3a Change in Control), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions continued benefits shall be no less favorable reduced to the Executive than those extent comparable benefits are actually received by or made available to the Employee without cost during the 12-month period following the Employee's termination of employment (and the Employee agrees that he shall promptly report any such benefits actually received to the Company); and (iii) the Company shall continue in effect for the benefit of the Employee all insurance or other provisions for indemnification and defense of officers or directors of the Company which are in effect on the date the Notice of Termination is sent to the Employee with respect to all of his acts and omissions while an officer or director as fully and completely as if such termination had not occurred, and until the final expiration or running of all periods of limitation against actions which may be applicable to such acts or omissions. (d) If the Employee's employment should be terminated by the Employee for Good Reason following a Change in Control, he shall be entitled to the benefits provided below: (i) the Company shall pay to the Employee or the appropriate payee (as determined in accordance with Section 13(c)) (A) his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given; plus (B)(x) in the case of death or a Voluntary Termination all salary and bonus payments that would have been payable to the Employee pursuant to this Agreement for the remaining Term of this Agreement, or (y) in all other cases, all salary and bonus payments that would have been payable to the Employee had the Employee continued to be employed for a period of 24 months, assuming for the purpose of such payments that his salary for such remaining period is equal to his salary at the Date of Termination and that his annual bonus for such remaining Term is equal to the average of the annual bonuses paid to him by the Company with respect to the three fiscal years ended immediately prior to the fiscal year in which the Date of termination occurs; plus (C) all other amounts to which he is entitled under any compensation plan of the Company, in cash in a lump sum no later than the 15th day following the Date of Termination; (ii) for a 24-month period after the Date of Termination, the Company shall arrange to provide the Employee with life, disability, accident and health insurance benefits substantially similar to those which the Employee and his covered family members are receiving immediately prior to the Notice of Termination (without giving effect to any reduction in such benefits subsequent to a Change in Control); provided, however, that such continued benefits shall be reduced to the extent comparable benefits are actually received by or made available to the Employee without cost during the 24-month period following the Employee's termination of employment (and the Employee agrees that he shall promptly report any such benefits actually received to the Company); and (viii) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment continue in effect for the benefit of Separation Benefits the Employee all insurance or other provisions for indemnification and defense of officers or directors of the Company which are in effect on the date the Notice of Termination is sent to the Participant Employee with respect to $1.00 less than that amount which would trigger the excise tax all of his acts and omissions while an officer or director as fully and completely as if such reduction would result in termination had not occurred, and until the Participant receiving an equal final expiration or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidrunning of all periods of limitation against actions which may be applicable to such acts or omissions. (vie) The Executive’s right Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to receive be received by the Employee in connection with the termination of the Employee's employment (whether such benefit is pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, and all such payments and benefits being hereinafter called "Total Payments") would not be deductible (in whole or part), by the Company as a result of the application of Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), then, to the extent necessary to make the nondeductible portion of the Total Payments deductible, (i) the cash payments under this Agreement shall not decrease the amount offirst be reduced (if necessary, or otherwise adversely affectto zero), any and (ii) all other benefits payable non-cash payments under this Agreement shall next be reduced (if necessary, to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporationzero). (viif) If it is established as described in the preceding subsection (d) that the aggregate benefits paid to or for the Employee's benefit are in an amount that would result in any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code, then the Employee shall have an obligation to pay the Company upon demand an amount equal to the sum of: (i) the excess of the aggregate "parachute payments" paid to or for the Employee's benefit over the aggregate "parachute payments" that could have been paid to or for the Employee's benefit without any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code; and (ii) interest on the amount set forth in clause (i) of this sentence at the rate provided in Section 1274(b)(2)(B) of the Code from the date of the Employee's receipt of such excess until the date of such payment. (g) The Executive Employee shall not be required to mitigate the amount of any payment provided for in this paragraph 4 Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viiih) The Corporation may, but shall not be obligated to, provide security for If the employment of the Employee is terminated by the Company without Cause or the Employee's employment is terminated by the Employee under conditions entitling him to payment hereunder and the Company fails to make timely payment of the amounts set forth in then owed to the Employee under this Agreement in a form that will cause Agreement, the Employee shall be entitled to interest on such amounts to be includible in at the Executive’s gross income only rate of 1% above the prime rate (defined as the base rate on corporate loans at large U.S. money center commercial banks as published by the Wall Street Journal), compounded monthly, for the taxable year or years in which period from the date such amounts are paid were otherwise due until payment is made to the Executive Employee (which interest shall be in addition to all rights which the Employee is otherwise entitled to under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines). (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. (i) During Upon termination of Employee’s employment hereunder or during any period in which the Executive fails to perform his duties as a result of incapacity due to Employee’s physical or mental illnessdisability, he Employee shall be paid as follows: (a) Employee shall continue to receive his full annual base salary at the rate then in effect until his employment is terminated during any Disability Period provided, however, that such payments shall not continue beyond the earlier of (i) the end of the Term, or (ii) the Date of Termination of this Agreement by the Company pursuant to paragraph 3(i) hereof. ThereafterSection 10(e)(ii), his benefitsprovided that payments so made to Employee shall be reduced by the sum of the amounts, if any, shall be determined in accordance with whatever payable to Employee under any disability income insurance plan or benefit plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established Company and which were not previously applied to reduce any such payment. In addition the disability benefits then available are less advantageous Company shall reimburse Employee for any theretofore unreimbursed expenses which were incurred prior to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu commencement of the provisions of this paragraph 4(i)Disability Period. (iib) If Employee’s employment is terminated by his death, the ExecutiveCompany shall pay to Employee’s designated beneficiaries, or if he leaves no designated beneficiaries, to his estate, his annual base salary through the date of Employee’s death at the rate then in effect and any theretofore unreimbursed expenses and the Company shall have no further obligations to Employee under this Agreement. (c) If Employee’s employment shall be terminated for Cause or if the Executive’s employment is terminated by the Executive without Good ReasonCause, the Corporation Company shall pay to him Employee his full annual base salary (but not the compensation described in Sections 4(b)) through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation Company shall have no further obligations to the Executive Employee under this Agreement. (iiid) If the Corporation Company shall (i) terminate the ExecutiveEmployee’s employment other than pursuant to paragraph 3(iSection 10(b) or 3(ii10(c) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; hereof; (ii) assign to Employee any stock option rights held by duties materially inconsistent with Employee’s position in the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; Company; or (iii) the Corporation shall maintain in full force and effectassign to Employee a title, for the Executive’s continued benefit, until the earlier of office or status which is inconsistent than that established herein (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, unless in the event the Executive’s participation in any such program is barrednature of a promotion) then, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or reimbursement of Employee for any successor plans or programs in effect on the Date of Terminationtheretofore unreimbursed expenses, the Corporation Company shall pay to the Executive in one lump sum in cashEmployee, with no offset, an amount equal to the actuarial equivalent greater of (a) Employee’s annual base salary at the rate in effect at the time Notice of Termination is given, for the unexpired term of this Agreement and payment for any accrued, but unused vacation days hereunder; or (b) six (6) months of Employee’s annual base salary at the rate in effect at the time Notice of Termination is given and payment for any accrued, but untaken vacation days hereunder. Such payments to be made in a single lump sum within ten (10) days of the retirement pension termination of this Agreement. During the term of this Agreement Employee shall give the Company immediate notice of any change of address. If Employee shall terminate his employment pursuant to which Section 10(d), the Executive would have been entitled under the terms Company shall pay Employee, in addition to reimbursement of such retirement plan or programs had he accumulated 36 additional months of continuous service after any theretofore unreimbursed expenses, his full salary through the Date of Termination (or, if less, at the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date date that Notice of Termination reduced is received by the single sum actuarial equivalent of Company, plus payment for any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans accrued, but untaken vacation days hereunder and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits have no further obligation to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments Employee under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the CorporationAgreement. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. Upon termination of Executive’s employment or during a period of Disability, in either case, during the Protected Period, Executive shall be entitled to the following benefits: (i) During any period in which the that Executive fails to perform his Executive’s full-time duties with the Company and its subsidiaries as a result of incapacity due to physical or mental illnessthe Disability, he Executive shall continue to receive his full an amount equal to Executive’s base salary at the rate then in effect until his at the commencement of any such period, and Bonus (as defined in Section 4(iv)(B)), through the Date of Termination for Disability; provided, that if any such period of Disability ends during the Protected Period, Executive shall have the right to resume active employment is with the Company immediately following the end of such period of Disability, unless, prior to the end of such period of Disability, the Company has terminated pursuant to paragraph 3(i) hereofExecutive’s employment. Thereafter, his benefits, if any, Executive’s benefits shall be determined in accordance with whatever disability income insurance plan or plans the Corporation may employee benefit programs of the Company and its subsidiaries then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) If the Executive’s employment shall be terminated for Cause or if the Executive’s employment is terminated by the Company or any of its subsidiaries for Cause or by Executive without Good ReasonReason (excluding death, Disability or Retirement) the Corporation Company (or one of its subsidiaries, if applicable) shall pay to him his full base salary through the Date of Termination Executive’s full base salary at the rate in effect at the time Notice of Termination is given and shall pay any amounts otherwise payable to Executive on or immediately prior to the Corporation Date of Termination pursuant to any other compensation plans, programs or employment agreements then in effect, and the Company shall have no further obligations to the Executive under this Agreement. (iii) If the Corporation shall terminate the Executive’s employment other than pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control is terminated by reason of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Terminationdeath or Retirement, plus compensation for current and carried-over unused vacation and compensation days Executive’s benefits shall be determined in accordance with the Corporationretirement and other benefit programs of the Company and its subsidiaries then in effect, except as otherwise provided in Section 3(i). (iv) If Executive’s personnel policyemployment by the Company and its subsidiaries is terminated (other than for death or Disability) by (a) the Company and its subsidiaries other than for Cause or (b) Executive with Good Reason, and reimbursement for all reasonable business expenses then, the Company (or one of its subsidiaries, if applicable) shall pay, in accordance with the CorporationCompany’s business expense policy. (B) In lieu normal payroll procedures, any unpaid portion of any further payments Executive’s full base salary, at the rate in effect at the time of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment Change in Control (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICPBase Salary”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs calculated through the Date of Termination, and subject to Executive executing, delivering and not revoking the denominator Release of which is Claims attached to this Agreement as Exhibit A (the number of calendar days in the fiscal year, payable not later than thirty (30“Release”) within 60 days following the Separation from Service Date of Termination; (iias defined in Section 4(vii)) any stock option rights held (the “Release Period”) and provided that such Release is effective and binding and non-revocable by the end of the Release Period, Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was be entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates provided below: (A) The Company (or any successor plans or programs in effect on one of its subsidiaries, if applicable) shall pay a pro-rated annual bonus at target level calculated through the Date of Termination, no later than the Corporation last day of the Release Period, plus all other amounts to which Executive is entitled under any compensation plan of the Company applicable to Executive, at the time such payments are due (provided, however, if the Release Period crosses over two calendar years, any payments made under this Section 4(iv)(A) shall be made no earlier than January 1st of the second calendar year). (B) The Company shall pay to the Executive in one lump sum in cashExecutive, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and not later than 10 days following the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans Release has become effective and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph irrevocable (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions if the Release Period crosses over two calendar years, payment shall be no less favorable to made within 10 days following the Executive than those in effect on the later of such date or January 1st of the Change in Control; and second calendar year), as severance pay to Executive, a severance payment equal to times the sum of (vi) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount ofBase Salary, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. and (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.ii)

Compensation Upon Termination or During Disability. (i) During any period in which In the event the Executive fails to perform his duties as a result of incapacity due to physical is disabled or mental illness, he shall continue to receive his full base salary at the rate then in effect until his employment is terminated pursuant to paragraph 3(i) hereof. Thereafterterminates during the Employment Period, his benefits, if any, the Company shall be determined in accordance provide the Executive with whatever disability income insurance plan or plans the Corporation may then have in effectpayments and benefits set forth below; provided, however, that, if at the time Disability that any obligation of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) If the Executive’s employment shall be terminated for Cause or if the Executive’s employment is terminated by the Executive without Good Reason, the Corporation shall pay to him his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation shall have no further obligations Company to the Executive under this Agreement. (iii) If the Corporation shall terminate the Executive’s employment Section 8(a), other than pursuant for the Final Compensation, is expressly conditioned upon the Executive signing, returning to paragraph 3(i) or 3(ii) hereof the Company within 24 months 30 days after a Change in Control the Company’s delivery of the CorporationSeparation Schedule (as defined below, or if which Separation Schedule must be provided by the Company to the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iiiwithin 10 days of the termination of employment) hereof within 24 months after a Change in Control(or, then: (A) The Corporation shall pay only to the Executiveextent required by applicable law, not later than thirty (30) 45 days following the Date of Termination), and not revoking, a release of claims substantially in the form attached hereto as Exhibit A (the “Executive Release of Claims”). Following the Company’s receipt of the Executive Release of Claims and the expiration of any applicable revocation period, the Company shall execute a release of claims in favor of the Executive substantially in the form attached hereto as Exhibit B and the Executive Release of Claims shall not be effective unless and until the Company executes this Release (though, for avoidance of doubt, the Executive shall be entitled to the payments set forth in Section 8(a) below as long as the Executive has delivered and not revoked the Executive Release of Claims). The Executive Release of Claims required for separation benefits in accordance with Section 8(a) creates legally binding obligations on the part of the Executive, and the Company and its Affiliates therefore advise the Executive and his beneficiary or legal representative, as applicable, to seek the advice of an attorney before signing it. Promptly, but not later than 10 days, after the Executive’s voluntary termination of employment hereunder for Good Reason or the termination of the Executive’s employment hereunder by the Company without Cause, the Company shall provide the Executive with a written statement of the amounts due pursuant to Sections 8(a)(i) and (ii) below (the “Separation Schedule”). The Company expressly acknowledges and agrees that the Executive Release of Claims excludes from its scope any claims by the Executive to enforce the Executive’s rights under this Section 8, and further acknowledges and agrees that the Executive’s execution and non-revocation of the Executive Release of Claims shall not in any way preclude, or be deemed to preclude, the Executive’s accrued but unpaid base salary through the Date of Terminationability to enforce, plus compensation for current and carried-over unused vacation and compensation days in accordance with Section 13 below, his rights under this Section 8. Notwithstanding the Corporation’s personnel policyforegoing, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after expressly acknowledges and agrees that the Date Executive’s timely execution and non-revocation of Termination the Corporation shall pay Executive Release of Claims is a condition to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts ’s rights under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”Section 8(a)(ii), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(Aiii) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidbelow. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. (i) During Upon termination of Vice President’s employment pursuant to the terms of this Agreement or during any period in which the Executive fails to perform his duties as a result of incapacity due to Vice President’s physical or mental illnessdisability, he Vice President shall be paid as follows: (a) The Vice President shall continue to receive his full annual base salary at the rate then in effect until his employment is terminated during any Disability Period provided, however, that such payments shall not continue beyond the earlier of (i) the end of the Term or, if applicable, the Renewal Term, or (ii) the Date of Termination of this Agreement by the Company pursuant to paragraph 3(i) hereof. ThereafterSection 10(e)(ii), his benefitsprovided that payments so made to Vice President shall be reduced by the sum of the amounts, if any, shall be determined in accordance with whatever payable to Vice President under any disability income insurance plan or benefit plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established Company and which were not previously applied to reduce any such payment. In addition the disability benefits then available are less advantageous Company shall reimburse Vice President for any theretofore unreimbursed expenses which were incurred prior to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu commencement of the provisions of this paragraph 4(i)Disability Period. (iib) If Vice President’s employment is terminated by his death, the ExecutiveCompany shall pay to Vice President’s designated beneficiaries, or if he leaves no designated beneficiaries, to his estate, his annual base salary through the date of Vice President’s death at the rate then in effect and any theretofore unreimbursed expenses and the Company shall have no further obligations to Vice President under this Agreement. (c) If Vice President’s employment shall be terminated for Cause or if the Executive’s employment is terminated by the Executive without Good ReasonCause, the Corporation Company shall pay to him Vice President his full annual base salary (but not the compensation described in Section 4(c)) through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation Company shall have no further obligations to the Executive Vice President under this Agreement. (iiid) If the Corporation Company shall (i) terminate the ExecutiveVice President’s employment other than pursuant to paragraph 3(iSection 10(a), 10(b) or 3(ii10(c) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; hereof; (ii) assign to Vice President any stock option rights held by duties materially inconsistent with Vice President’s position in the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; Company; or (iii) the Corporation shall maintain in full force and effectassign to Vice President a title, for the Executive’s continued benefit, until the earlier of office or status which is inconsistent than that established herein (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, unless in the event the Executive’s participation in any such program is barrednature of a promotion) then, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or reimbursement of Vice President for any successor plans or programs in effect on the Date of Terminationtheretofore unreimbursed expenses, the Corporation Company shall pay to the Executive in one lump sum in cashVice President, with no offset, an amount equal to the actuarial equivalent greater of (a) Vice President’s annual base salary at the rate in effect at the time Notice of Termination is given for the unexpired Term or, if applicable, Renewal Term of this Agreement and payment for any accrued, but unused vacation days hereunder; or (b) six (6) months of Vice President’s annual base salary at the rate in effect at the time Notice of Termination is given and payment for any accrued, but untaken vacation days hereunder. Such payments to be made in a single lump sum within ten (10) days of the retirement pension termination of this Agreement. (e) If Vice President shall terminate his employment pursuant to which Section 10(d) of this Agreement, the Executive would have been entitled under the terms Company shall pay Vice President, in addition to reimbursement of such retirement plan or programs had he accumulated 36 additional months of continuous service after any theretofore unreimbursed expenses, his full salary through the Date of Termination (or, if less, at the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date date that Notice of Termination reduced is received by the single sum actuarial equivalent of Company, plus payment for any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans accrued, but untaken vacation days hereunder and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits have no further obligation to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments Vice President under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the CorporationAgreement. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. (ia) If the Executive's employment shall be terminated by reason of his death, the Employer shall pay to such person as he shall designate in a notice filed with the Employer, or if no such person shall be designated, to his estate as a lump sum benefit, his full Salary to the date of his death in addition to any payments the Executive's spouse, beneficiaries or estate may be entitled to receive pursuant to any pension or employee benefit plan or life insurance policy or similar plan or policy then maintained by the Employer, and such payments shall, assuming the Employer is in compliance with the provisions of this Agreement, fully discharge the Employer's obligations with respect to Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, including the obligations to indemnify, defend and hold harmless the Executive, shall remain in effect. (b) During any period in which that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, he the Executive shall continue to receive his full base salary at Salary and other compensation until the rate then in effect until his Executive's employment is terminated pursuant to paragraph 3(iSection 6.2 of this Agreement, or until the Executive terminates his employment pursuant to Section 6.4(a) hereofof this Agreement, whichever first occurs. ThereafterAfter termination, his benefits, if any, the Executive shall be determined paid, in accordance with whatever equal monthly installments, 100% of his Salary and other compensation, at the rate in effect at the time Notice of Termination is given, for one year, and thereafter for one additional year at an annual rate equal to 50% of the Salary and other compensation which would have been in effect under this Agreement, plus, in each case, any disability income insurance plan payments otherwise payable by or pursuant to plans provided by the Corporation may then have in effectEmployer; provided, however, that, if at that any payments hereunder becoming due and owing during the time Disability Final Renewal Term shall be limited to that portion of the Executive is established installments (whether based upon 100% or 50% of the disability benefits then available are less advantageous compensation rate) payable or becoming payable to the Executive than on or before the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu expiration of the provisions Final Renewal Term. To the extent physically and mentally capable of so doing without potentially impairing or damaging his health, the Executive shall provide consulting services to the Employer during the period that he is receiving payments pursuant to this paragraph 4(iSection 9(b). (iic) If the Executive’s 's employment shall be terminated for Cause or if Cause, the Employer shall pay the Executive his full Salary and other compensation through the Date of Termination, at the rate in effect at the time Notice of Termination is given, and the Employer shall, assuming the Employer is in compliance with the provisions of this Agreement, have no further obligations with respect to Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, including the obligations to indemnify, defend and hold harmless the Executive’s , shall remain in effect. (d) If (A) in breach of this Agreement, the Employer shall terminate the Executive's employment other than pursuant to Sections 6.2 or 6.3 hereof (it being understood that a purported termination pursuant to Section 6.2 or 6.3 hereof which is terminated disputed and finally determined not to have been proper shall be a termination by the Employer in breach of this Agreement), including as a result of a Change of Control, and/or (B) the Executive without shall terminate his employment for Good ReasonReason or at any time within six months after a Change of Control, then the Corporation Employer shall pay to him the Executive: (i) his full base salary Salary and other compensation through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation shall have no further obligations to the Executive under this Agreement.given; (iiiii) If the Corporation shall terminate the Executive’s employment other than pursuant for periods subsequent to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days Termination (in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.Section

Compensation Upon Termination or During Disability. (ia) If the Executive's employment shall be terminated by reason of his death, the Company shall pay to such person as he shall designate in notice filed with the Company, or, if no such person shall be designated, to his estate as a lump sum death benefit, his full Salary (plus the incentive compensation set forth in Section 5.2 of this Agreement, on a pro rata basis) to the date of his death in addition to any payments the Executive's spouse, beneficiaries or estate may be entitled to receive pursuant to any pension or employee benefit plan or life insurance policy or similar plan or policy then maintained by the Company for his benefit and such payments shall, assuming the Company is in compliance with the provisions of this Agreement, fully discharge the Company's obligations with respect to Section 5 of this Agreement, but all other obligations of the Company under this Agreement, including the obligations to register Executive's Registrable Securities and to indemnify, defend and hold harmless the Executive, shall remain in effect. (b) During any period in which that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, he the Executive shall continue to receive his full base salary at Salary (plus the rate then incentive compensation set forth in effect Section 5.2 of this Agreement, on a pro rata basis) until his the Executive's employment is terminated pursuant to paragraph 3(iSection 13.2 or 13.4(b) hereof. Thereafterof this Agreement, his benefits, if any, except that the Salary shall be determined in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of reduced by any amounts the Executive is established shall receive in disability payments made pursuant to Company funded disability insurance. After termination, the Executive shall receive Severance Pay (as hereinafter defined), reduced by any disability benefits then available are less advantageous payments otherwise payable pursuant to insurance funded by the Company. To the extent physically and mentally capable of so doing without potentially impairing or damaging his health, the Executive shall provide consulting services to the Executive than Company during the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed period that he is receiving payments pursuant to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(iSection 16(b). (iic) If the Executive’s 's employment shall be terminated for Cause or if Cause, the Company shall pay the Executive his full Salary (plus the incentive compensation set forth in Section 5.2 of this Agreement, on a pro rata basis) through the Date of Termination, at the rate in effect at the time Notice of Termination is given, and the Company shall, assuming the Company is in compliance with the provisions of this Agreement, have no further obligation with respect to Section 5 of this Agreement, but all other obligations of the Company under this Agreement, including the obligations to register Executive's Registrable Securities and to indemnify, defend and hold harmless the Executive’s , shall remain in effect. (d) If the Company shall terminate the Executive's employment is terminated by other than pursuant to Sections 13.1, 13.2 or 13.3 hereof, and/or the Executive without shall terminate his employment for Good Reason, then the Corporation Company shall pay to him the Executive: (i) his full base salary Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and given; (ii) if the Corporation shall have no further obligations to Executive's employment is terminated either by the Executive under this Agreement. (iii) If for Good Reason or by the Corporation shall terminate the Executive’s employment Company other than pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control the proper exercise by the Company of the Corporation, or if the Executive shall terminate his employment for Good Reason its rights pursuant to paragraph 3(iii) hereof within 24 months after a Change in Controlsections 13.1, then: 13.2 or 13.3 hereof, for periods subsequent to the Date of Termination (A) The Corporation shall pay to a lump sum amount payable on the Executive, not later than thirty (30) days first day following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum greater of (1) the greater remaining compensation (including the incentive compensation set forth in Section 5.2 of this Agreement) payable to the Executive’s highest annual base salary in effect at any time within Executive as though the twelve-month period preceding a Change in Control Agreement had been performed through July 31, 2005 or such later date to which the Date term of Termination, this Agreement has been extended (the "Extension Date") and (2) the greater of (I) the Target Incentive Award or Target Amount to which total compensation earned by the Executive would have been entitled under during the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount one-year period prior to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the such Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) "Severance Pay"); and (B) abovecontinuation of all employee benefit plans and immediate vesting of all stock awards and options to the fullest extent permitted by any applicable law and the continued right of the Executive to receive all benefits under such plans until the latter of (1) July 31, 2005, or, if this Agreement has been extended, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Extension Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II2) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to two year from the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (viii) If a Change of Control occurs all legal fees and expenses incurred by Executive becomes entitled in contesting or disputing any such termination or in successfully seeking to compensation under obtain or enforce any right or benefit provided by this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paidAgreement. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (viie) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 Section 16 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 Section 16 be reduced by any compensation earned by the Executive as the result of employment by another employer or business or by reason of profits earned by the Executive’s receipt of Executive from any source at any time before or right to receive any retirement or other benefits after the date Date of termination of employment or otherwiseTermination. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Compensation Upon Termination or During Disability. (i) During In the event of Executive's Disability or termination of his employment under this Agreement during the Employment Period, the Company will provide Executive with the payments and benefits set forth below. The Executive agrees that the Company has the right to deduct any period in which amounts owed by the Executive fails to perform his duties as a result of incapacity the Company for any reason, including, without limitation, due to physical or mental illnessthe Executive's misappropriation of Company funds, he shall continue to receive his full base salary at from the rate then payments set forth in effect until his employment is terminated pursuant to paragraph 3(i) hereof. Thereafter, his benefits, if any, shall be determined in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i)Section 8. (iia) If the Executive’s employment shall be terminated for Termination By Company without Cause or if the By Executive for Good Reason. If Executive’s 's employment is terminated by the Company without Cause or by Executive without for Good Reason, the Corporation shall pay to him his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation shall have no further obligations to the Executive under this Agreement. (iii) If the Corporation shall terminate the Executive’s employment other than pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (i) the Company will pay to Executive in a single lump sum payment (A) The Corporation shall his Base Salary and accrued vacation pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days as soon as practicable following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2B) the greater of product obtained by multiplying the Executive's Average Annual Compensation by two (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”2), as applicable, and unless the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed termination is by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program provisions of Section 6(e), in which event the multiplier shall be one (1). For purposes of this Agreement Average Annual Compensation is the average of the Corporation during Executive's annual compensation, base salary and bonus, for the last three fiscal years prior to two year period immediately preceding the Date date of Termination.this Agreement; (Cii) In addition at its sole option, to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award exercised on or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through before the Date of Termination, and the denominator Company shall either (i) pay the Executive a sum equal to eighteen (18) times the lesser of which is either the number monthly cost of calendar days in the fiscal yearCOBRA coverage applicable to Company or $1,200.00, payable not later than thirty (30) days following the Date of Termination; or (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefitbenefit of Executive (and his spouse and/or his dependents, until the earlier as applicable) for a period of eighteen (I18) 36 months after following the Date of Termination or (II) the Executive’s 65th birthdaymedical, all lifehospitalization, medical and dental insurance programs programs, in which Executive (and his spouse and/or his dependents, as applicable) participated immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive was entitled to participate for such benefits) as existed immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, furtherif the Executive (or his/her spouse) is eligible for Medicare or a similar type of governmental medical benefit, that, such benefit shall be the primary provider before Company medical benefits are provided. If Executive (or his spouse and/or his dependents) cannot continue to participate in the event the Executive’s participation in any Company programs providing such program is barredbenefits, the Corporation Company shall arrange to provide Executive (and his spouse and/or his dependents, as applicable) with the Executive with economic equivalent of such benefits substantially similar to those which he was they otherwise would have been entitled to receive under such programsplans and programs ("Continued Benefits"). However, if Executive becomes reemployed with another employer and is eligible to receive medical, hospitalization and dental benefits under another employer - provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such other plan during the applicable period; (iii) except where the Termination for Cause is under the provisions of Section 6(e), the Company will amend Executive's outstanding agreements under the Company's stock option plans to accelerate his vesting to be fully vested and to extend his exercise period to one year from Date of Termination; (iv) in addition the Company will reimburse Executive, pursuant to the benefits Company's policy, for reasonable business expenses incurred, but not paid, prior to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes will be entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other rights, compensation and/or benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required due to be withheld pursuant Executive following such termination to which he is otherwise entitled in accordance with the terms and provisions of any applicable law plans or regulation.programs of the Company

Compensation Upon Termination or During Disability. (a) If the Employee's employment shall be terminated by reason of his death, the Company shall pay to such person as the Employee shall designate in a notice filed with the Company, or, if no such person shall be designated, to his estate as a lump sum death benefit, an amount equal to the highest annual rate at which his Base Salary hereunder was paid prior to the date of death, multiplied by the lesser of (i) two years or (ii) the number of days remaining in the term of this Agreement as provided in Section 1 divided by 360 days per year. So long as the Employee is employed hereunder, subject to availability at a cost which does not reflect any abnormal health or other risks, the Company may purchase and maintain insurance on the life of the Employee with death benefits thereunder payable to the Employee's designated beneficiary or estate which are at least equal to the death benefit provided for in the preceding sentence. Such death benefit shall be exclusive of and in addition to any payments the Employee's widow, beneficiaries or estate may be entitled to receive pursuant to any pension or employee benefit plan maintained by the Company for its executive officers generally. (b) During any period in which that the Executive Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, he the Employee shall continue to receive his full base salary Base Salary at the rate then in effect prior to the date of such incapacity until his the Date of Termination if the Employee's employment is terminated pursuant to paragraph 3(iSection 7(b) hereof. Thereafter, his benefits, if any, shall be determined in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his termination of employment by the Corporation shall be deemed to have occurred as a voluntary termination for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (iic) If the Executive’s Employee's employment shall be terminated for Cause or if the Executive’s employment is terminated by the Executive without Good Reasonas provided in Section 7(c) hereof, the Corporation Company shall pay to him the Employee his full base salary Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation Company shall have no further payment obligations to the Executive Employee under this Agreement. (iiid) If the Corporation Company shall terminate the Executive’s Employee's employment other than pursuant to paragraph 3(iSections 7(a), 7(b), 7(c) or 3(ii7(e) hereof or if the Employee shall terminate his employment pursuant to Section 7(d)(i) or 7(d)(ii) hereof, then (i) the Company shall pay the Employee his full Base Salary plus any accumulated vacation pay through the Date of Termination at the rate in effect at the time Notice of Termination is given; and (ii) in lieu of any further payments to the Employee for periods subsequent to the Date of Termination, the Company shall make a severance payment to the Employee not later than the tenth business day following the Date of Termination, in a lump sum amount equal to the highest annual rate at which his Base Salary hereunder was paid prior to the Date of Termination multiplied by the lesser of (A) two years or (B) the number of days remaining in the term of this Agreement as provided in Section 1 divided by 360 days per year; provided, however, that if the Employee shall terminate his employment pursuant to Section 7(d)(i) on or within 24 months after one year following a Change in Control of the CorporationCompany, or if then such lump sum amount shall equal three times the Executive shall terminate his employment for Good Reason pursuant aggregate of (x) the highest annual rate at which the Employee's Base Salary was paid prior to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (A) The Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date 7 of Termination the Corporation shall pay to the Executive, not later than thirty plus (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or the Date of Termination, and (2) the greater of (I) the Target Incentive Award or Target Amount to which the Executive would have been entitled under the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”), as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (IIy) the highest amount awarded of any annual bonus paid to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation Employee during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programs; provided, further, that, in the event the Executive’s participation in any such program is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which he was entitled to receive under such programs; (iv) in addition to the benefits to which the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs, discounted to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. (vi) . The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive Employee shall not be required to mitigate the amount of any payment provided for in this paragraph 4 Section 8 by seeking other employment or otherwise. (e) If the Employee terminates this Agreement pursuant to Section 7(d)(iii) hereof, nor the Employee shall receive his full Base Salary through the Date of Termination including any accrued vacation days at the rate then in effect and the Company shall have no further payment obligations to the Employee under this Agreement. (f) If the Employee's employment with the Company is terminated pursuant to Section 7(e), then the Company shall make a severance payment to the Employee not later than the tenth business day following the Date of Termination in a lump sum amount equal to three times the aggregate of (x) the highest annual rate at which the Employee's Base Salary was paid prior to Date of Termination plus (y) the highest amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by annual bonus paid to the Executive as Employee during the result three years prior to the Date of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwiseTermination. (viiig) Unless the Employee is terminated for Cause or the Employee's employment is terminated pursuant to Section 7(a) or 7(d)(iii) hereof, the Employee shall be entitled to continue to participate, for a period which is the lesser of two years from the Date of Termination or the remaining term of this Agreement, in such health and accident plan or arrangement as is made available by the Company to its executive officers generally. The Corporation may, but Employee shall not be obligated to, provide security for payment entitled to participate in any other employee benefit plan or arrangement of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in Company following the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under Date of Termination except as expressly provided by the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelinessuch plan. (ixh) The Corporation may withhold from any amounts payable under this Agreement such federalCompany will reimburse the Employee for the federal excise tax, state and local taxes as may be required to be withheld if any, which is due pursuant to any applicable law or regulationSection 4999 of the Internal Revenue Code of 1986, as amended, on the compensation payments (but not this reimbursement payment) described in this Agreement.

Compensation Upon Termination or During Disability. (i) During any period in which In the Executive fails to perform his duties as a result of incapacity due to physical event the Employee is disabled or mental illness, he shall continue to receive his full base salary at the rate then in effect until his employment is terminated pursuant to paragraph 3(i) hereofterminates during the Employment Period, the Company shall provide the Employee with the payments and benefits set forth below. Thereafter, his benefits, if any, shall be determined The Employee acknowledges and agrees that the payments set forth in accordance with whatever disability income insurance plan or plans the Corporation may then have in effect; provided, however, that, if at the time Disability of the Executive is established the disability benefits then available are less advantageous to the Executive than the disability benefits which were available on the date the Change in Control became effective, then his this Section 7 constitute liquidated damages for termination of his employment by during the Corporation shall be deemed to have occurred as a voluntary termination Employment Period. 7.1 Termination By Company without Cause or By Employee for Good Reason under paragraph 3(iii) hereof and not by reason of Disability, and the provisions of paragraph 4(iii) hereof shall apply in lieu of the provisions of this paragraph 4(i). (ii) Reason. If the Executive’s employment shall be terminated for Cause or if the Executive’s Employee's employment is terminated by the Executive Company without Cause (other than Disability) or by the Employee for Good Reason, the Corporation shall pay to him his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation shall have no further obligations to the Executive under this Agreement. (iii) If the Corporation shall terminate the Executive’s employment other than pursuant to paragraph 3(i) or 3(ii) hereof within 24 months after a Change in Control of the Corporation, or if the Executive shall terminate his employment for Good Reason pursuant to paragraph 3(iii) hereof within 24 months after a Change in Control, then: (Aa) The Corporation the Company shall pay to the ExecutiveEmployee, not later than thirty (30) days following on or before the Date of Termination, the Executive’s accrued but unpaid base salary through the Date of Termination, plus compensation for current and carried-over unused vacation and compensation days in accordance with the Corporation’s personnel policy, and reimbursement for all reasonable business expenses in accordance with the Corporation’s business expense policy. (B) In lieu of any further payments of salary to the Executive after the Date of Termination the Corporation shall pay to the Executive, not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum severance payment (the “Severance Payment”) equal to 2.99 times an amount equal to the sum of (1A) the greater of the Executive’s highest annual base salary in effect at any time within the twelve-month period preceding a Change in Control or Base Salary and accrued vacation pay through the Date of Termination, and (2B) half the Base Salary through the Employment Period, and Employee Options through Employment Period; (b) the Company shall continue to provide the Employee and his eligible spouse and dependents for a period equal to the greater of (IA) the Target Incentive Award or Target Amount to which remaining term of the Executive would have been entitled under Employment Period the Corporation’s Executive Incentive Compensation Plan (the “EICP”) or Annual Discretionary Management Incentive Compensation Plan (the “ADMICP”)medical, hospitalization, dental and life insurance programs provided for in Section 4.5, as applicable, and the base or target amount to which the Executive would have been entitled under any other annual cash bonus program of the Corporation, if he had he been employed by the Corporation at the end of the fiscal year in which the Date of Termination occurs, or (II) the highest amount awarded to the Executive under the EICP or ADMICP and under any other annual cash bonus program of the Corporation during the last three fiscal years prior to the Date of Termination. (C) In addition to the foregoing amounts payable under paragraph 4(iii)(A) and (B) above, the Executive will be entitled to the following: (i) a pro rata bonus for the year of termination equal to the Target Incentive Award or Target Amount under the EICP or ADMICP, as applicable, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the beginning of the fiscal year in which such termination occurs through the Date of Termination, and the denominator of which is the number of calendar days in the fiscal year, payable not later than thirty (30) days following the Date of Termination; (ii) any stock option rights held by the Executive which were not fully exercisable on the Date of Termination shall immediately become fully exercisable by the Executive and any restricted stock rights held by the Executive which were not fully vested on the Date of Termination shall immediately become fully vested; (iii) the Corporation shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of (I) 36 months after the Date of Termination or (II) the Executive’s 65th birthday, all life, medical and dental insurance programs in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that his continued participation is possible under the general terms and provisions of such programsremained employed; provided, furtherthat if the Employee, that, his spouse or his eligible dependents cannot continue to participate in the event the Executive’s participation in any Company programs providing such program is barredbenefits, the Corporation Company shall arrange to provide the Executive Employee and his spouse and dependents with the economic equivalent of the benefits substantially similar to those which he was they otherwise would have been entitled to receive under such plans and programs; and provided, further, that such benefits shall terminate on the date or dates the Employee becomes eligible to receive equivalent coverage and benefits under the plans and programs of a subsequent employer at an equivalent cost to the Employee (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); (ivc) in addition to the benefits to which Company shall, consistent with past practice, reimburse the Executive is entitled under the Corporation’s retirement plans in which he participates or any successor plans or programs in effect on the Date of Termination, the Corporation shall pay to the Executive in one lump sum in cash, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs had he accumulated 36 additional months of continuous service after the Date of Termination (or, if less, the number of months between the Date of Termination and the date on which the Executive attains normal retirement age under the plan) at his base salary rate in effect on the Date of Termination reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled Employee pursuant to the provisions Section 4.2 for business expenses incurred but not paid prior to such termination of said retirement plans employment; (d) The payments and programs, discounted benefits provided for as subclause (A) of clause (a) above and in clause (iii) above are hereinafter referred to reflect its then present value, paid at the same time as the Severance Payment; provided that, for purposes of this subparagraph (3), the actuarial equivalents shall be determined, and all other calculations shall be made, using the same methods and assumptions utilized under the Corporation’s retirement plan or programs; provided, however, that such methods and assumptions shall be no less favorable to the Executive than those in effect on the date of the Change in Control; and (v) If a Change of Control occurs and Executive becomes entitled to compensation under this Paragraph that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid"Accrued Obligations". (vi) The Executive’s right to receive payments under this Agreement shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. (vii) The Executive shall not be required to mitigate the amount of any payment provided for in this paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 4 be reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (viii) The Corporation may, but shall not be obligated to, provide security for payment of the amounts set forth in this Agreement in a form that will cause such amounts to be includible in the Executive’s gross income only for the taxable year or years in which such amounts are paid to the Executive under the terms of this Agreement. The form of security may include a funded irrevocable grantor trust established so as to satisfy any published Internal Revenue Service guidelines. (ix) The Corporation may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.