Common use of Date of Termination, Etc Clause in Contracts

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that You shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Section 3.2 or 3.3 above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the notice is given in good faith and the party giving the notice pursues the resolution of the dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You as a participant in all compensation, benefit, and insurance plans in which You were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Section. Amounts paid under this Section are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of TerminationDATE OF TERMINATION" shall mean (Aa) if your the Executive's employment is terminated due to death, the date of death; (b) if the Executive's employment is terminated for Permanent Disability, 30 thirty (30) days after Notice of Termination is given (provided that You shall the Executive has not have returned to the full-time performance of your the Executive's duties during such thirty (30-) day period), and (Bc) if your the Executive's employment is terminated pursuant to Section 3.2 for Cause or 3.3 above for Good Reason, or for any other reason (other than death, Disability, voluntary resignation or retirement not for Good Reason), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above for Cause shall not be less than 30 daysthirty (30) days from the date such Notice of Termination is given, and in the case of a termination pursuant to Section 3.3 above for Good Reason shall not be less than 15 fifteen (15) nor more than 60 days, respectively, sixty (60) days from the date the such Notice of Termination is given) or (d) if the Executive's employment is terminated by the Executive's resignation or retirement, other than at the written request of the Company or for Good Reason, the Date of Termination shall be the date when the Executive ceases to be an employee of the Company by reason of the resignation or retirement. Notwithstanding anything to the contrary contained in this Section 4(g). However, if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration awardor otherwise; provided, or by a final judgmenthowever, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which that the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding ; provided, further, that in the pendency event of any such the Executive's death pending a dispute, if the Company will continue to pay You your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You as a participant in all compensation, benefit, and insurance plans in which You were participating when the notice giving rise to the dispute was given, until the resolution of such dispute is finally resolved ultimately in accordance with this Section. Amounts paid under this Section are the Executive's favor, then the Date of Termination shall be the date specified in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementthe Notice of Termination.

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Section Subsection 3.2 or 3.3 above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section Subsection 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Section Subsection 3.3 above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the notice is given in good faith and the party giving the notice pursues the resolution of the dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disabilitydisability, 30 thirty (30) days after Notice of Termination is given (provided that You the Executive shall not have returned to the performance of duties on a full-time performance of your duties basis during such thirty (30-) day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection (ii) or 3.3 (iii) above or for any other reason (other than Disability)reason, the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection (iii) above shall not be less than 15 nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 thirty (30) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the Notice such notice of Termination termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, award or by a final judgmentjudgement, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The ; and provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You the Executive as a participant in all compensation, benefit, benefit and insurance plans in which You were the Executive was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and and, except as provided in Subsection 4(v) below, shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that You shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Section 3.2 or 3.3 above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, which in the case of a termination pursuant to Section 3.2 above by the Company, other than termination based on death, shall not be less than 30 daysthirty (30) days from the date such Notice of Termination is given, and in the case of a termination pursuant to Section 3.3 above by Employee, shall not be less than 15 thirty (30) nor more than 60 days, respectively, sixty (60) days from the date the such Notice of Termination is given). However; provided, however, that if within 15 fifteen (15) days after any Notice of Termination is given, or, if laterthe Notice of Termination is not properly given, prior to the Date of Termination (as determined without regard to an extension of such Date of Termination as described in this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a final and binding arbitration award, award or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which jurisdiction; and provided, further, that the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You your Employee his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You as a participant to allow Employee to participate in all compensation, benefit, benefit and insurance plans in which You were Employee was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement Agreement, and shall not be offset against or reduce any other amounts due under this AgreementAgreement and shall not be reduced by any compensation earned by Employee as the result of employment by another employer.

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 thirty [30] days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such 30-day thirty [30]-day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection (ii) or 3.3 (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 thirty [30] days, and in the case of a termination pursuant to Section 3.3 Subsection (iii) above shall not be less than 15 fifteen [15] nor more than 60 sixty [60] days, respectively, from the date the Notice of Termination is given). However, if within 15 fifteen [I 5] days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the notice is given in good faith and the party giving the notice pursues the resolution of the dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company Corporation will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementAgreement except to the extent otherwise provided in subsection 4(iv).

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (B) if your employment is terminated pursuant to Section 3.2 3(ii) or 3.3 (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 3(ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 3(iii) above shall not be less than 15 thirty (30) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However; provided that, if within 15 thirty (30) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the grounds for termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, award or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The ; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company and its subsidiaries will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salarysalary and bonus) and continue You you as a participant in all incentive compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSection 3(v). Amounts paid under this Section 3(v) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (Aa) if your the ------------------------- Executive's employment is terminated for Disabilitypursuant to Paragraph 7(a) above, 30 thirty (30) days after Notice of Termination is given (provided that You the Executive shall not have returned to the full-time performance of your his duties during such thirty (30-) day period), and (Bb) if your the Executive's employment is terminated pursuant to Section 3.2 Paragraph 7(c) or 3.3 above 7(d) above, or for any other reason (other than Disabilitydisability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Paragraph 7(c) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Paragraph 7(d) above shall not be less than 15 thirty (30) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However; provided, however, if within 15 -------- ------- thirty (30) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determinedresolved, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The , except that with respect to a termination of this Agreement by reason of expiration of its term as provided in Paragraph 2, the Date of Termination shall be the Expiration Date pursuant to Paragraph 2, regardless of whether a dispute exists with respect thereto; provided, further, that the Date of Termination shall be extended by a notice of -------- ------- dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You your the Executive his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salarysalary and installments under any bonus or incentive compensation plan) and continue You the Executive as a participant in all compensation, benefit, benefit and insurance plans in which You were he was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionParagraph 9. Amounts paid under this Section Paragraph 9 are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. If it is finally determined by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or the time for appeal therefrom having expired and no appeal having been perfected), that the Executive was terminated for proper cause, the Executive shall promptly remit to the Company the amount of any cash payments and the value of any non-cash benefits paid pursuant to this Paragraph 9 to which the Executive would not otherwise have been entitled.

Date of Termination, Etc. Date of Termination" shall mean (Ai) ------------------------ if your the Executive's employment is terminated for Disability, 30 thirty days after Notice of Termination is given (provided that You the Executive shall not have returned to the performance of the Executive's duties on a full-time performance of your duties daily basis during such 30thirty-day period), and (Bii) if your the Executive's employment is terminated pursuant to Section 3.2 or 3.3 above or for any other reason (other than Disability)reason, the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above which shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 above shall not be less than 15 thirty days nor more than 60 sixty days, respectively, from the date the such Notice of Termination is given). However, ) and provided that if within 15 thirty days after any Notice of Termination is given, or, if later, prior to given the Date of Termination (as determined without regard to this provision), Executive and the party receiving Executive has notified the Notice of Termination notifies the other party Company that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either determined by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The Date of Termination shall be extended by a Any party giving notice of a dispute only if the notice is given in good faith and the party giving the notice pursues shall pursue the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Executive will be entitled to indemnification under Section 7 hereof and the Company will continue to pay You your the Executive his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You the Executive as a participant in all compensation, benefit, employee benefit and insurance plans plans, programs and arrangements in which You were the Executive was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Section. Amounts paid under this Section are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementSubsection (d).

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection (ii) or 3.3 (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection (iii) above shall not be less than 15 fifteen (15) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, parties or by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which ; and provided further that the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. “Date of Termination" ” shall mean (A) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given if Executive’s employment is terminated by the Company for Disability (provided that You Executive shall not have returned to the full-time performance of your his duties during such thirty (30) day period) or by the Executive for Good Reason (provided the Company has not cured the condition(s) set forth in the Notice of Termination within such 30-day period), ; and (B) if your employment is terminated pursuant to Section 3.2 or 3.3 above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above by the Company for Cause or other than for Cause or Disability, shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 above shall not be less than 15 thirty (30) days nor more than 60 days, respectively, forty-five (45) days from the date the such Notice of Termination is given). However, ; provided that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, award or upon earlier resolution or concession by a final judgment, order, or decree of a court of competent jurisdiction the Parties; and provided further that (which is not appealable or with respect to which A) the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence; and (B) for purposes of determining whether the termination is such as to entitle Executive to any payments or benefits under this Agreement, Executive’s entitlement, if any, to such payments or benefits shall not be deemed to have been defeated solely because the Date of Termination falls outside the term of this Agreement if, but for a dispute-related delay described in this paragraph, it would have fallen within the term of this Agreement. In any case where a dispute described in the preceding sentence delays payment of an amount believed by Executive to be owed to him, Executive shall make prompt and reasonable, good faith efforts to collect such payment, including by initiating the dispute-resolution processes described herein, within one hundred eighty (180) days after the date payment would have been made in the absence of a dispute. Notwithstanding the first sentence of this paragraph, if Executive would be entitled to the benefits provided in Section 4.5(iii) upon a termination of employment but the timely payment of such benefits is rendered administratively impracticable by reason of a dispute-related delay described above, such benefits, to the extent they are intended to constitute “short-term deferrals” for purposes of Section 409A of the Code, will be paid to Executive consistent with the treatment of such benefits as such “short term deferrals” and, to the extent that such benefits are subject to Section 409A of the Code, will be paid to the Executive consistent with the other payment provisions of Section 409A of the Code and regulations thereunder, including, if applicable, Treas. Regs. Section 1.409A-3(g). During the pendency of any such dispute, (i) Executive shall not be required to report for work or otherwise continue to perform his duties with the Company and (ii) the Company will continue to pay You your Executive his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and, to the extent permissible by law, continue Executive and continue You his dependents as a participant in all compensation, benefit, benefit and insurance plans in which You he or they were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection shall be payment for continued employment during the period of dispute, are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. “Date of Termination" ” shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection 3A(2) or 3.3 (3) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection 3A(2) above shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 Subsection 3A(3) above shall not be less than 15 nor more than 60 days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The ; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company Corporation will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.Agreement except to the extent otherwise provided in subsection 4D.

Date of Termination, Etc. “Date of Termination" ” shall mean (A) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection 3(ii) or 3.3 3(iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection 3(ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection 3(iii) above shall not be less than 15 fifteen (15) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ) but shall be deemed to be within the twenty four (24) month period following a change in control of the Company; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans and programs in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection 3(v). Amounts paid under this Section Subsection 3(v) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (Aa) if your the Executive's employment is terminated for Disabilitydisability, 30 thirty (30) days after Notice of Termination is given (provided that You the Executive shall not have returned to the full-full- time performance of your his duties during such thirty (30-) day period), and (Bb) if your the Executive's employment is terminated pursuant to Section 3.2 subsection 6(c) or 3.3 6(d) above or for any other reason (other than Disabilitydisability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 subsection 6(c) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 subsection 6(d) above shall not be less than 15 thirty (30) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However; provided, however, if within 15 thirty (30) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determinedresolved, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The , except that with respect to a termination of this Agreement by reason of expiration of its term as provided in Section 2, the Date of Termination shall be the date the term hereof expires pursuant to Section 2, regardless of whether a dispute exists with respect thereto; provided, further, that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You your the Executive his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salarysalary and installments under any bonus or incentive compensation plan) and continue You the Executive as a participant in all compensation, benefit, benefit and insurance plans in which You were he was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Section. Amounts paid under this Section 8 are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. If it is finally determined by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or the time for appeal therefrom having expired and no appeal having been perfected), that the Executive was terminated for proper cause, the Executive shall promptly remit to the Company the amount of any cash payments and the value of any non-cash benefits paid pursuant to this Section 8 to which the Executive would not otherwise have been entitled.

Date of Termination, Etc. Date of Termination" shall mean (Aa) if your the Executive's employment is terminated for Disabilitydisability, 30 thirty (30) days after Notice of Termination is given (provided that You the Executive shall not have returned to the full-time performance of your his duties during such thirty (30-) day period), and (Bb) if your the Executive's employment is terminated pursuant to Section 3.2 subsection 6(c) or 3.3 6(d) above or for any other reason (other than Disabilitydisability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 subsection 6(c) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 subsection 6(d) above shall not be less than 15 thirty (30) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However; provided, however, if within 15 thirty (30) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determinedresolved, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The , except that with respect to a termination of this Agreement by reason of expiration of its term as provided in Section 2, the Date of Termination shall be the date the term hereof expires pursuant to Section 2, regardless of whether a dispute exists with respect thereto; provided, further, that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You your the Executive his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salarysalary and installments under any bonus or incentive compensation plan) and continue You the Executive as a participant in all compensation, benefit, benefit and insurance plans in which You were he was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Section. Amounts paid under this Section 8 are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. If it is finally determined by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or the time for appeal therefrom having expired and no appeal having been perfected), that the Executive was terminated for proper cause, the Executive shall promptly remit to the Company the amount of any cash payments and the value of any non-cash benefits paid pursuant to this Section 8 to which the Executive would not otherwise have been entitled.

Date of Termination, Etc. Date of Termination" shall mean (Aa) if your Dorman's employment is terminated txxxxxxxxd for Disability, 30 thirty (30) days after a Notice of Termination is given (provided that You he shall not have returned to the full-time performance of your his duties on a full time basis during such 30-day period), and (Bb) if your his employment is terminated pursuant to Section 3.2 or 3.3 above or for any other reason (other than Disability)reason, the date specified in the Notice of Termination Termination; provided that if within thirty (which, in the case of 30) days after a termination pursuant to Section 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the earlier of: (i) the date on upon which the dispute is finally determined, either determined by mutual written agreement of the parties, parties or by a binding arbitration awardaward entered in accordance with Section 9 hereof; or, or by a final judgment(ii) the expiration of the Employment Period then existing under this Agreement; provided, orderfurther, or decree of a court of competent jurisdiction (which is not appealable or with respect to which that the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable dispatch and diligence. Notwithstanding the pendency of any such dispute, the Company Corporations will continue to pay You your Dorman his full compensation in compensaxxxx xn effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You him as a participant in all compensation, benefit, benefit and insurance plans in which You were he was participating when the notice giving rise to the dispute was givengiven as though termination had not occurred, until the dispute is finally resolved in accordance with this SectionSection at which time the parties shall adjust for any overpayment or underpayment made. Amounts paid under this Section are in addition to all the other amounts due under this Agreement and unless specifically provided otherwise shall not be offset against or to reduce any other amounts due under this Agreement.

Date of Termination, Etc. “Date of Termination" ” shall mean (Aa) if your employment is terminated due to your death, the date of your death; (b) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (Bc) if your employment is terminated pursuant to Section 3.2 3.3 or 3.3 above Section 3.4 or for any other reason (other than death or Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above for Cause shall not be less than 30 daysthirty (30) days from the date such Notice of Termination is given, and in the case of a termination pursuant to Section 3.3 above for Good Reason shall not be less than 15 fifteen (15) nor more than 60 days, respectively, sixty (60) days from the date the such Notice of Termination is given). HoweverNotwithstanding anything to the contrary contained in this Section 3.6, if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration awardor otherwise; provided, or by a final judgmenthowever, order, or decree of a court of competent jurisdiction that (which is not appealable or with respect to which i) the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding ; and (ii) in the pendency event of any such your death pending a dispute, and the Company will continue to pay You your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You as a participant in all compensation, benefit, and insurance plans in which You were participating when the notice giving rise to the dispute was given, until the resolution of such dispute is finally resolved ultimately in accordance with this Section. Amounts paid under this Section are your favor, then the Date of Termination shall be the date specified in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreementthe Notice of Termination.

Date of Termination, Etc. “Date of Termination" ” shall mean (Aa) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (Bb) if your employment is terminated pursuant to Section 3.2 Subsection (c) or 3.3 above (d) hereof or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above Subsection (c) hereof shall not be less than 30 thirty (30) days, unless a shorter time is provided by the Company prior to the occurrence of a Change of Control, and in the case of a termination pursuant to Section 3.3 above Subsection (d) hereof shall not be less than 15 fifteen (15) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). HoweverNotwithstanding the foregoing, if following the occurrence of a Change in Control, if, within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ; and provided, further, that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding Pending the pendency resolution of any such disputedispute following the occurrence of a Change in Control, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You to include you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Notwithstanding the preceding sentence, to the extent necessary to avoid a violation of section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), as reasonably determined by the Company, payment of such compensation and provision of such compensation, benefit and insurance plan coverage will be delayed until the date that is six months after the date of your separation from service (within the meaning of section 409A of the Code); provided, however, that the lump sum value of amounts which are delayed as a result of section 409(A) of the Code shall be paid as soon as practicable thereafter. Amounts paid during the pendency of a dispute under this Section Subsection are in addition to all other amounts due under this Agreement Agreement, and shall not be offset against or reduce any other amounts due under this AgreementAgreement and shall not be reduced by any compensation earned by you as the result of employment by another employer.

Date of Termination, Etc. Date of Termination" shall mean (Aa) if your Karp's employment is terminated terxxxxxxd for Disability, 30 thirty (30) days after a Notice of Termination is given (provided that You he shall not have returned to the full-time performance of your his duties on a full time basis during such 30-day period), and (Bb) if your his employment is terminated pursuant to Section 3.2 or 3.3 above or for any other reason (other than Disability)reason, the date specified in the Notice of Termination Termination; provided, that if within thirty (which, in the case of 30) days after a termination pursuant to Section 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the earlier of: (i) the date on upon which the dispute is finally determined, either determined by mutual written agreement of the parties, parties or by a binding arbitration awardaward entered in accordance with Section 9 hereof; or (ii) the expiration of the Employment Period then existing under this Agreement; provided, or by a final judgmentfurther, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which that the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable dispatch and diligence. Notwithstanding the pendency of any such dispute, the Company Corporation will continue to pay You your Karp his full compensation in compensatixx xn effect when the notice giving rise to the dispute was given (including, but not limited to, base salaryBase Salary) and continue You him as a participant in all compensation, benefit, benefit and insurance plans in which You were he was participating when the notice giving rise to the dispute was givengiven as though termination had not occurred, until the dispute is finally resolved in accordance with this SectionSection at which time the parties shall adjust for any overpayment or underpayment made. Amounts paid under this Section are in addition to all other amounts due under this Agreement and unless specifically provided otherwise shall not be offset against or to reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection (ii) or 3.3 (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall be not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection (Hi) above shall be not be less than 15 fifteen (15) nor more than 60 sixty (60) days, respectively, your separation from the date the such Notice of Termination is given). However; provided, if within 15 days after any Notice of Termination is givenhowever, or, if later, prior to that in each case the Date of Termination (constitutes a separation from service as determined without regard to this provision), the party receiving the Notice of Termination notifies the other party that defined in Code Section 409A. If a dispute exists concerning arises regarding your Termination of employment, you shall continue to perform your duties for the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired Company and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the notice is given in good faith and the party giving the notice pursues the resolution of the dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Sectionresolved. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (A1) if your the Executive's employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You the Executive shall not have returned to the full-time performance of your his duties during such thirty (30-) day period), and (B2) if your the Executive's employment is terminated pursuant to Section 3.2 subsection (b) or 3.3 (c) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 subsection (b) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 subsection (c) above shall not be less than 15 fifteen (15) nor more than 60 days, respectively, sixty (60) days from the date the such Notice of Termination is given). However, ; provided that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, parties or by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which ; and provided further that the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding During the pendency of any such dispute, (1) the Executive shall not be required to report for work or otherwise continue to perform his duties with the Company and (2) the Company will continue to pay You your to the Executive his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You the Executive and his dependents as a participant participants in all compensation, benefit, benefit and insurance plans in which You he or they were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Sectionsubsection. Amounts paid under this Section subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (Ai) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (Bii) if your employment is terminated pursuant to Section 3.2 Subsection (b) or 3.3 (c) above or for any other reason (other than death or Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (b) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection (c) above shall not be less than 15 fifteen (15) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that You shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Section 3.2 or 3.3 above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 above shall not be less than 15 30 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the notice is given in good faith and the party giving the notice pursues the resolution of the dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You as a participant in all compensation, benefit, and insurance plans in which You were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Section. Amounts paid under this Section are in addition to all other amounts due under this CIC Agreement and shall not be offset against or reduce any other amounts due under this CIC Agreement.

Date of Termination, Etc. “Date of Termination" ” shall mean (A) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection 3(ii) or 3.3 3(iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection 3(ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection 3(iii) above shall not be less than 15 fifteen (15) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ) but shall be deemed to be within the thirty-six (36) month period following a change in control of the Company; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans and programs in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection 3(v). Amounts paid under this Section Subsection 3(v) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. “Date of Termination" ” shall mean (A) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection 3(ii) or 3.3 3(iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection 3(ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection 3(iii) above shall not be less than 15 fifteen (15) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ) but shall be deemed to be within the twenty-four (24) month period following a change in control or potential change in control of the Company; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans and programs in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection 3(v). Amounts paid under this Section Subsection 3(v) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (A1) if your employment is terminated for Disability, 30 thirty days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties on a full-time basis during such 30thirty-day period), and (B2) if your employment is terminated pursuant to Section 3.2 Subsection B or 3.3 C above or for any other reason (other than Disability)reason, the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection B above shall not be less than 30 thirty days, and in the case of a termination pursuant to Section 3.3 Subsection C above shall not be less than 15 nor more than 60 sixty days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 thirty days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, parties or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The ; and provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Section. Amounts paid under this Section are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (B) if your employment is terminated pursuant to Section 3.2 4(ii) or 3.3 (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 4(ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 4(iii) above shall not be less than 15 thirty (30) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However; PROVIDED THAT, if within 15 thirty (30) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the grounds for termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, award or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The ; PROVIDED FURTHER that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company and its subsidiaries will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salarysalary and bonus) and continue You you as a participant in all incentive compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSection 4(v). Amounts paid under this Section 4(v) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection (ii) or 3.3 (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 Subsection (iii) above shall not be less than 15 nor more than 60 days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The ; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company Corporation will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementAgreement except to the extent otherwise provided in subsection 4(iv).

Date of Termination, Etc. Date of Termination" shall mean (Aa) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and or (Bb) if your employment is terminated pursuant to Section 3.2 Subsection (iii) or 3.3 above (iv) hereof or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above for Cause shall not be less than 30 daysthirty (30) days from the date such Notice of Termination is given, and in the case of a termination pursuant to Section 3.3 above for Good Reason shall not be less than 15 fifteen (15) nor more than 60 days, respectively, sixty (60) days from the date the such Notice of Termination is given). However, provided, however, that if within 15 fifteen (15) days after any Notice of Termination is given, ; or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ; and provided, further, that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement its Agreement, and shall not be offset against or reduce any other amounts due under this Agreementits Agreement and shall not be reduced by any compensation earned by you as the result of employment by another employer.

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection (ii) or 3.3 (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection (iii) above shall not be less than 15 fifteen (15) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 fifteen (15) days after any Notice of Termination is given, or, or if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, parties by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (Aa) if your Kxxx'x employment is terminated for Disability, 30 thirty (30) days after a Notice of Termination is given (provided that You he shall not have returned to the full-time performance of your his duties on a full time basis during such 30-day period), and (Bb) if your his employment is terminated pursuant to Section 3.2 or 3.3 above or for any other reason (other than Disability)reason, the date specified in the Notice of Termination Termination; provided, that if within thirty (which, in the case of 30) days after a termination pursuant to Section 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the earlier of: (I) the date on upon which the dispute is finally determined, either determined by mutual written agreement of the parties, parties or by a binding arbitration awardaward entered in accordance with Section 9 hereof; or, or by a final judgment(ii) the expiration of the Employment Period then existing under this Agreement; provided, orderfurther, or decree of a court of competent jurisdiction (which is not appealable or with respect to which that the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable dispatch and diligence. Notwithstanding the pendency of any such dispute, the Company Corporation will continue to pay You your Kxxx his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salaryBase Salary) and continue You him as a participant in all compensation, benefit, benefit and insurance plans in which You were he was participating when the notice giving rise to the dispute was givengiven as though termination had not occurred, until the dispute is finally resolved in accordance with this SectionSection at which time the parties shall adjust for any overpayment or underpayment made. Amounts paid under this Section are in addition to all other amounts due under this Agreement and unless specifically provided otherwise shall not be offset against or to reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (Ai) if your Employee's employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You Employee shall not have returned to the full-time performance of your his duties during such thirty (30-) day period), and (Bii) if your Employee's employment is terminated pursuant to Section 3.2 subsection b or 3.3 above c, above, or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, Termination; provided that if within 15 fifteen (15) days after any Notice of Termination is given, or, or if the Date of Termination is later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ; provided, further, that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You your Employee his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salaryBase Compensation) and continue You Employee as a participant in all compensation, benefit, and insurance plans in which You were he was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Sectionsubsection, but in no event past the expiration date of this Agreement. Amounts paid under this Section subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. “Date of Termination" ” shall mean (Aa) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-full- time performance of your duties during such thirty (30-) day period), and (Bb) if your employment is terminated pursuant to Section 3.2 Subsection (c) or 3.3 above (d) hereof or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above Subsection (c) hereof shall not be less than 30 thirty (30) days, unless a shorter time is provided by the Company prior to the occurrence of a Change in Control, and in the case of a termination pursuant to Section 3.3 above Subsection (d) hereof shall not be less than 15 fifteen (15) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). HoweverNotwithstanding the foregoing, if following the occurrence of a Change in Control, if, within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ; and provided, further, that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding Pending the pendency resolution of any such disputedispute following the occurrence of a Change in Control, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You to include you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Notwithstanding the preceding sentence, to the extent necessary to avoid a violation of section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), as reasonably determined by the Company, payment of such compensation and provision of such compensation, benefit and insurance plan coverage will be delayed until the date that is six months after the date of your separation from service (within the meaning of section 409A of the Code); provided, however, that the lump sum value of amounts which are delayed as a result of section 409(A) of the Code shall be paid as soon as practicable thereafter. Amounts paid during the pendency of a dispute under this Section Subsection are in addition to all other amounts due under this Agreement Agreement, and shall not be offset against or reduce any other amounts due under this AgreementAgreement and shall not be reduced by any compensation earned by you as the result of employment by another employer.

Date of Termination, Etc. Date of Termination" shall mean (Aa) if ------------------------- your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such 30-day thirty (30)-day period), and (Bb) if your employment is terminated pursuant to Section 3.2 or 3.3 above Subsection (iii) hereof or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above for Cause shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 above shall not be less than 15 nor more than 60 days, respectively, thirty (30) days from the date the such Notice of Termination is given). However; provided, however, that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision)Termination, the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, or by a binding arbitration award; and provided, or by a final judgmentfurther, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which that the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement Agreement, and shall not be offset against or reduce any other amounts due under this AgreementAgreement and shall not be reduced by any compensation earned by you as the result of employment by another employer.

Date of Termination, Etc. “Date of Termination" ” shall mean (A) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection (ii) or 3.3 (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection (iii) above shall not be less than 15 fifteen (15) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, parties or by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which ; and provided further that the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. “Date of Termination" ” shall mean (A) if your employment contracted services is terminated for Disability, 30 days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment contracted services is terminated pursuant to Section 3.2 Subsection 3A(2) or 3.3 (3) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection 3A(2) above shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 Subsection 3A(3) above shall not be less than 15 nor more than 60 days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The ; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company Corporation will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salarypayment) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.Agreement except to the extent otherwise provided in subsection 4D.

Date of Termination, Etc. Date of Termination" shall mean the following: (A) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (B) if your employment is terminated pursuant to Section 3.2 or 3.3 Subsection (ii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 above shall not be less than 15 nor more than 60 days, respectively, thirty (30) days from the date the such Notice of Termination is given). However, ; provided that if within fifteen (15 days after any Notice of Termination is given, or, or if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, to base salary) and continue You as a participant your participation in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. “Date of Termination" ” shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection (ii) or 3.3 (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 Subsection (iii) above shall not be less than 15 nor more than 60 days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The ; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company Corporation will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementAgreement except to the extent otherwise provided in subsection 4(iv).

Date of Termination, Etc. Date of Termination" shall mean (A) if your Employee's employment is terminated for DisabilityInability to Perform, 30 days after Notice of Termination is given (provided that You he shall not have returned to the full-time performance of your his duties during such 30-day period), and (B) if your Employee's employment is terminated pursuant to Section 3.2 Subsection (ii) or 3.3 (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 Subsection (iii) above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, oror , if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the notice is given in good faith and the party giving the notice pursues the resolution of the dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company Corporation will continue to pay You your Employee his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You Employee as a participant in all compensation, benefit, and insurance plans in which You were he was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementAgreement except to the extent otherwise provided in subsection 4(iv).

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection (ii) or 3.3 (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection (iii) above shall not be less than 15 fifteen (15) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 fifteen (15) days after any Notice of Termination is given, or, or if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination 9 shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, parties by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disabilitydisability, 30 thirty (30) days after Notice of Termination is given (provided that You the Executive shall not have returned to the performance of duties on a full-time performance of your duties basis during such thirty (30-) day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection (ii) or 3.3 (iii) above or for any other reason (other than Disability)reason, the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection (iii) above shall not be less than 15 nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 thirty (30) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the Notice such notice of Termination termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, award or by a final judgmentjudgement, order, order or decree UNITED BANCORP, INC. FORM 10-K of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The ; and provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You the Executive as a participant in all compensation, benefit, benefit and insurance plans in which You were the Executive was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and and, except as provided in Subsection 4(v) below, shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. “Date of Termination" ” shall mean (Ai) if your employment is terminated for General Disability or 409A Disability, 30 thirty (30) days after Notice of Termination is given (provided that You shall but not before the end of the twelve (12) month period specified in Subsection (b) above, and not if you have returned to the full-time performance of your duties during such 30-day periodfor a period that breaks the period of continuous disability in accordance with Subsection (b) above), and (Bii) if your employment is terminated pursuant to Section 3.2 Subsection (c) or 3.3 above (d) hereof or for any other reason (other than General Disability or 409A Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above Subsection (c) hereof shall not be less than 30 thirty (30) days, unless a shorter time is provided by the Company prior to the occurrence of a Change of Control, and in the case of a termination pursuant to Section 3.3 above Subsection (d) hereof shall not be less than 15 fifteen (15) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). HoweverNotwithstanding the foregoing, following the occurrence of a Change in Control, if you believe the Company is not providing you with a benefit to which you are entitled under the terms of this Agreement, you may notify the Company, within 15 forty-five (45) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision)Termination, the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination. In this event, then the Date Company shall act within fifteen (15) days to restore fully the disputed benefits (so that all benefits are provided as of Termination shall be such date as would have been provided had there been no delay in providing such benefits) and to continue to provide such benefits as contemplated by this Agreement thereafter, but subject to termination and recapture from you of these disputed benefits in accordance with the date on which the dispute is finally determined, either by terms of a mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the notice is given in good faith and the party giving the notice pursues the resolution of the dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You as a participant in all compensation, benefit, and insurance plans in which You were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Section. Amounts paid under this Section are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (Aa) if your Dxxxxx'x employment is terminated for Disability, 30 thirty (30) days after a Notice of Termination is given (provided that You he shall not have returned to the full-time performance of your his duties on a full time basis during such 30-day period), and (Bb) if your his employment is terminated pursuant to Section 3.2 or 3.3 above or for any other reason (other than Disability)reason, the date specified in the Notice of Termination Termination; provided that if within thirty (which, in the case of 30) days after a termination pursuant to Section 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the earlier of: (I) the date on upon which the dispute is finally determined, either determined by mutual written agreement of the parties, parties or by a binding arbitration awardaward entered in accordance with Section 9 hereof; or, or by a final judgment(ii) the expiration of the Employment Period then existing under this Agreement; provided, orderfurther, or decree of a court of competent jurisdiction (which is not appealable or with respect to which that the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable dispatch and diligence. Notwithstanding the pendency of any such dispute, the Company Corporations will continue to pay You your Dxxxxx his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You him as a participant in all compensation, benefit, benefit and insurance plans in which You were he was participating when the notice giving rise to the dispute was givengiven as though termination had not occurred, until the dispute is finally resolved in accordance with this SectionSection at which time the parties shall adjust for any overpayment or underpayment made. Amounts paid under this Section are in addition to all the other amounts due under this Agreement and unless specifically provided otherwise shall not be offset against or to reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (Aa) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such 30-day thirty (30)-day period), and (Bb) if your employment is terminated pursuant to Section 3.2 Subsection (iii) or 3.3 above (iv) hereof or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above for Cause shall not be less than 30 daysthirty (30) days from the date such Notice of Termination is given, and in the case of a termination pursuant to Section 3.3 above for Good Reason shall not be less than 15 fifteen (15) nor more than 60 days, respectively, sixty (60) days from the date the such Notice of Termination is given). However; provided, however, that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, parties or by a binding arbitration award; and provided, or by a final judgmentfurther, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which that the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement Agreement, and shall not be offset against or reduce any other amounts due under this AgreementAgreement and shall not be reduced by any compensation earned by you as the result of employment by another employer.

Date of Termination, Etc. Date of Termination" shall mean (Aa) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (Bb) if your employment is terminated pursuant to Section 3.2 or 3.3 Subsection (ii) and (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection (iii) above shall not be less than 15 thirty (30) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 thirty (30) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by -32- Mr. __________ Date -6- mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The ; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementAgreement except to the extent otherwise provided in paragraph (c) of Subsection 4(iv).

Date of Termination, Etc. Date of Termination" shall mean (Aa) if your the Executive's employment is terminated for Disabilitydisability, 30 thirty (30) days after Notice of Termination is given (provided that You the Executive shall not have returned to the full-time performance of your his duties during such thirty (30-) day period), and (Bb) if your the Executive's employment is terminated pursuant to Section 3.2 subsection 6(c) or 3.3 above 6(d) hereof or for any other reason (other than Disabilitydisability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above subsection 6(c) hereof shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 above subsection 6(d) hereof shall not be less than 15 thirty (30) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However; provided, however, if within 15 thirty (30) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determinedresolved, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The , except that with respect to a termination of this Agreement by reason of expiration of its term as provided in Section 2 hereof, the Date of Termination shall be the date the term hereof expires pursuant to Section 2 hereof, regardless of whether a dispute exists with respect thereto; provided, further, that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company Employers will continue to pay You your the Executive his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salarysalary and installments under any bonus or incentive compensation plan) and continue You the Executive as a participant in all compensation, benefit, benefit and insurance plans in which You were he was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSection 8. Amounts paid under this Section 8 are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. If it is finally determined by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or the time for appeal therefrom having expired and no appeal having been perfected), that the Executive was terminated for proper cause, the Executive shall promptly remit to the Employers the amount of any cash payments and the value of any non-cash benefits paid pursuant to this Section 8 to which the Executive would not otherwise have been entitled.

Date of Termination, Etc. Date of Termination" shall mean (Aa) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such 30-day thirty (30)-day period), and (Bb) if your employment is terminated pursuant to Section 3.2 Subsection (iii) or 3.3 above (iv) hereof or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above for Cause shall not be less than 30 daysthirty (30) days from the date such Notice of Termination is given, and in the case of a termination pursuant to Section 3.3 above for Good Reason shall not be less than 15 fifteen (15) nor more than 60 days, respectively, sixty (60) days from the date the such Notice of Termination is given). However; provided, however, that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determinedDetermined, either by mutual written agreement of the parties, parties or by a binding arbitration award; and provided, or by a final judgmentfurther, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which that the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement Agreement, and shall not be offset against or reduce any other amounts due under this AgreementAgreement and shall not be reduced by any compensation earned by you as the result of employment by another employer.

Date of Termination, Etc. “Date of Termination" ” shall mean (A) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection 3(ii) or 3.3 3(iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection 3(ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection 3(iii) above shall not be less than 15 fifteen (15) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ) but shall be deemed to be within the thirty-six (36) month period following a change in control or potential change in control of the Company; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans and programs in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection 3(v). Amounts paid under this Section Subsection 3(v) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (Aa) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your you duties during such 30-thirty (30)- day period), and (Bb) if your employment is terminated pursuant to Section 3.2 Subsection (iii) or 3.3 above (iv) hereof or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above for Cause shall not be less than 30 daysthirty (30) days from the date such Notice of Termination is given, and in the case of a termination pursuant to Section 3.3 above for Good Reason shall not be less than 15 fifteen (15) nor more than 60 days, respectively, sixty (60) days from the date the such Notice of Termination is given). However; provided, however, that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determinedDetermined, either by mutual written agreement of the parties, parties or by a binding arbitration award; and provided, or by a final judgmentfurther, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which that the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) salary and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement Agreement, and shall not be offset against or reduce any other amounts due under this AgreementAgreement and shall not be reduced by any compensation earned by you as the result of employment by another employer.

Date of Termination, Etc. Date of Termination" shall mean (Aa) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such 30-day period), and (Bb) if your employment is terminated pursuant to Subsection (iii) or (iv) hereof, or pursuant to Section 3.2 or 3.3 above 2, or for any other reason (other than Disability), the date specified in the Notice of Termination (( which, in the case of a termination pursuant to Section 3.2 above for Cause shall not be less than 30 daysdays from the date such Notice of Termination is given, and in the case of a termination pursuant to Section 3.3 above for Good Reason shall not be less than 15 nor more than 60 days, respectively, days from the date the such Notice of Termination is given). However; PROVIDED, HOWEVER, that if within 15 30 days after any Notice of Termination is given, or, if later, prior to given following a change in control of the Date of Termination (as determined without regard to this provision)Corporation, the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either whether by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ; and PROVIDED, FURTHER, that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, if the Company Notice of Termination is given following a change in control of the Corporation, the Corporation will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Section. Amounts paid Subsection; PROVIDED, HOWEVER, that you will no longer be deemed to be an "employee" for purposes of the Corporation's 1992 Stock Plan, 1982 Stock Plan, Employee Before-Tax Savings Plan, Restricted Shares of common stock awarded under this Section are in addition to all other amounts due under this Agreement and shall not be offset against the 1992 Stock Plan or reduce any other amounts due under this Agreement.Corporate

Date of Termination, Etc. “Date of Termination" ” shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection (ii) or 3.3 (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 Subsection (iii) above shall not be less than 15 nor more than 60 days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The ; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementAgreement except to the extent otherwise provided in subsection 4(iv).

Date of Termination, Etc. Date of Termination" shall mean (Ai) if your Employee's employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You Employee shall not have returned to the full-time performance of your his duties during such thirty (30-) day period), and (Bii) if your Employee's employment is terminated pursuant to Section 3.2 subsection b. or 3.3 c. above or for any other reason (other than Disability)) , the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, Termination; provided that if within 15 fifteen (15) days after any Notice of Termination is given, or, or if the Date of Termination is later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ; provided, further, that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You your Employee his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salaryBase Compensation) and continue You Employee as a participant in all compensation, benefit, and insurance plans in which You were he was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Sectionsubsection, but in no event past the expiration date of this Agreement. Amounts paid under this Section subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that You shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Section 3.2 or 3.3 above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above for Cause shall not be less than 30 daysthirty (30) days from the date such Notice of Termination is given, and in the case of a termination pursuant to Section 3.3 above for Good Reason shall not be less than 15 fifteen (15) nor more than 60 days, respectively, sixty (60) days from the date the such Notice of Termination is given). However; provided, however, that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ; and provided, further, that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement Agreement, and shall not be offset against or reduce any other amounts due under this AgreementAgreement and shall not be reduced by any compensation earned by you as the result of employment by another employer.

Date of Termination, Etc. Date of Termination" shall mean (Aa) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such 30-day thirty (30)-day period), and (Bb) if your employment is terminated pursuant to Section 3.2 Subsection (iii) or 3.3 above (iv) hereof or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above for Cause shall not be less than 30 daysthirty (30) days from the date such Notice of Termination is given, and in the case of a termination pursuant to Section 3.3 above for Good Reason shall not be less than 15 thirty (30) days nor more than 60 days, respectively, sixty (60) days from the date the such Notice of Termination is given). However; provided, however, that if within 15 fifteen (15) days after any Notice of Termination is given, or, if laterthe Notice of Termination is not properly given, prior to the Date of Termination (as determined without regard to an extension of such Date of Termination as described in this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, parties or by a binding arbitration award; and provided, or by a final judgmentfurther, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which that the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid until the dispute is finally resolved in accordance with this Subsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement Agreement, and shall not be offset against or reduce any other amounts due under this AgreementAgreement and shall not be reduced by any compensation earned by you as the result of employment by another employer.

Date of Termination, Etc. “Date of Termination" ” shall mean (Aa) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (Bb) if your employment is terminated pursuant to Section 3.2 Subsection (c) or 3.3 above (d) hereof or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above Subsection (c) hereof shall not be less than 30 thirty (30) days, unless a shorter time is provided by the Company prior to the occurrence of a Change of Control, and in the case of a termination pursuant to Section 3.3 above Subsection (d) hereof shall not be less than 15 fifteen (15) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). HoweverNotwithstanding the foregoing, if following the occurrence of a Change in Control, if, within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ; and provided, further, that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding Pending the pendency resolution of any such disputedispute following the occurrence of a Change in Control, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You to include you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Notwithstanding the preceding sentence, to the extent necessary to avoid a violation of section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the 7 “Code”), as reasonably determined by the Company, payment of such compensation and provision of such compensation, benefit and insurance plan coverage will be delayed until the date that is six months after the date of your separation from service (within the meaning of section 409A of the Code); provided, however, that the lump sum value of amounts which are delayed as a result of section 409(A) of the Code shall be paid as soon as practicable thereafter. Amounts paid during the pendency of a dispute under this Section Subsection are in addition to all other amounts due under this Agreement Agreement, and shall not be offset against or reduce any other amounts due under this AgreementAgreement and shall not be reduced by any compensation earned by you as the result of employment by another employer.

Date of Termination, Etc. Date of TerminationDATE OF TERMINATION" shall mean (A) if your the Executive's employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You the Executive shall not have returned to the full-time performance of your his or her duties during such thirty (30-) day period), and (B) if your the Executive's employment is terminated pursuant to Section 3.2 Subsection (iii) or 3.3 (iv) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (iii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection (iv) above shall not be less than 15 fifteen (15) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, parties or by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which ; and provided further that the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding During the pendency of any such dispute, (1) the Executive shall not be required to report for work or otherwise continue to perform his or her duties with the Company and (2) the Company will continue to pay You your to the Executive his or her full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and, to the extent permissible by law, continue the Executive and continue You his or her dependents as a participant in all compensation, benefit, benefit and insurance plans in which You he or she or they were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. “Date of Termination" ” shall mean (Aa) if your the Executive’s employment is terminated for Disabilitydisability, 30 thirty (30) days after Notice of Termination is given (provided that You the Executive shall not have returned to the full-time performance of your his duties during such thirty (30-) day period), and (Bb) if your the Executive’s employment is terminated pursuant to Section 3.2 subsection 6(c) or 3.3 above 6(d) hereof or for any other reason (other than Disabilitydisability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above subsection 6(c) hereof shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 above subsection 6(d) hereof shall not be less than 15 thirty (30) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However; provided, however, if within 15 thirty (30) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determinedresolved, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The , except that with respect to a termination of this Agreement by reason of expiration of its term as provided in Section 2 hereof, the Date of Termination shall be the date the term hereof expires pursuant to Section 2 hereof, regardless of whether a dispute exists with respect thereto; provided, further, that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You your the Executive his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salarysalary and installments under any bonus or incentive compensation plan) and continue You the Executive as a participant in all compensation, benefit, benefit and insurance plans in which You were he was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSection 8. Amounts paid under this Section 8 are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. If it is finally determined by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or the time for appeal therefrom having expired and no appeal having been perfected), that the Executive was terminated for proper cause, the Executive shall promptly remit to the Company the amount of any cash payments and the value of any non-cash benefits paid pursuant to this Section 8 to which the Executive would not otherwise have been entitled.

Date of Termination, Etc. Date of Termination" shall mean (Aa) if ------------------------ your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (Bb) if your employment is terminated pursuant to Section 3.2 or 3.3 Subsection (ii) and (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection (iii) above shall not be less than 15 thirty (30) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 thirty (30) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The ; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementAgreement except to the extent otherwise provided in paragraph (c) of Subsection 4(iv).

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection (ii) or 3.3 (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection (iii) above shall not be less than 15 fifteen (15) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating whether or not specifically referenced in this Agreement when the notice giving rise to the dispute was given, until Page 6 the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement, except as provided in Subsection 4(iii)(B) below.

Date of Termination, Etc. Date of Termination" shall mean (Aa) if your employment is terminated for Disability, 30 thirty (30) days -4- after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (Bb) if your employment is terminated pursuant to Section 3.2 or 3.3 Subsection (ii) and (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection (iii) above shall not be less than 15 thirty (30) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 thirty (30) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The ; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementAgreement except to the extent otherwise provided in paragraph (c) of Subsection 4(iv).

Date of Termination, Etc. “Date of Termination" ” shall mean (Aa) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such 30-day thirty (30)-day period), and (Bb) if your employment is terminated pursuant to Section 3.2 Subsection (iii) or 3.3 above (iv) hereof or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above for Cause shall not be less than 30 daysthirty (30) days from the date such Notice of Termination is given, and in the case of a termination pursuant to Section 3.3 above for Good Reason shall not be less than 15 thirty (30) nor more than 60 days, respectively, sixty (60) days from the date the such Notice of Termination is given). However; provided, however, that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, parties or by a binding arbitration award; and provided, or by a final judgmentfurther, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which that the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement Agreement, and shall not be offset against or reduce any other amounts due under this AgreementAgreement and shall not be reduced by any compensation earned by you as the result of employment by another employer. You shall not be obligated to perform any services after the Date of Termination that would prevent the termination of your employment on such Date of Termination from qualifying as a “separation from service” as defined in Treasury Regulations §1.409A-1(h).

Date of Termination, Etc. Date of Termination" shall mean (Aa) if your the Executive's employment is terminated for Disabilitydisability, 30 thirty (30) days after Notice of Termination is given (provided that You the Executive shall not have returned to the full-time performance of your his duties during such thirty (30-) day period), and (Bb) if your the Executive's employment is terminated pursuant to Section 3.2 subsection 6(c) or 3.3 above 6(d) hereof or for any other reason (other than Disabilitydisability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above subsection 6(c) hereof shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 above subsection 6(d) hereof shall not be less than 15 thirty (30) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However; provided, however, if within 15 thirty (30) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determinedresolved, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The , except that with respect to a termination of this Agreement by reason of expiration of its term as provided in Section 2 hereof, the Date of Termination shall be the date the term hereof expires pursuant to Section 2 hereof, regardless of whether a dispute exists with respect thereto; provided, further, that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You your the Executive his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salarysalary and installments under any bonus or incentive compensation plan) and continue You the Executive as a participant in all compensation, benefit, benefit and insurance plans in which You were he was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSection 8. Amounts paid under this Section 8 are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. If it is finally determined by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or the time for appeal therefrom having expired and no appeal having been perfected), that the Executive was terminated for proper cause, the Executive shall promptly remit to the Company the amount of any cash payments and the value of any non-cash benefits paid pursuant to this Section 8 to which the Executive would not otherwise have been entitled.

Date of Termination, Etc. Date of Termination" shall mean (A1) if your employment is terminated for Disability, 30 thirty days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties on a full-time basis during such 30-thirty- day period), and (B2) if your employment is terminated pursuant to Section 3.2 Subsection B or 3.3 C above or for any other reason (other than Disability)reason, the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection B above shall not be less than 30 thirty days, and in the case of a termination pursuant to Section 3.3 Subsection C above shall not be less than 15 nor more than 60 sixty days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 thirty days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, parties or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The ; and provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Section. Amounts paid under this Section are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Section Subsection 3.2 or 3.3 above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section Subsection 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Section Subsection 3.3 above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the notice is given in good faith and the party giving the notice pursues the resolution of the dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this AgreementAgreement except to the extent otherwise provided in subsection 4.4.

Date of Termination, Etc. “Date of Termination" ” shall mean (Aa) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such 30-day period), and (Bb) if your employment is terminated pursuant to Subsection (iii) or (iv) hereof, or pursuant to Section 3.2 or 3.3 above 2, or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above for Cause shall not be less than 30 daysdays from the date such Notice of Termination is given, and in the case of a termination pursuant to Section 3.3 above for Good Reason shall not be less than 15 nor more than 60 days, respectively, days from the date the such Notice of Termination is given). However; provided, however, that if within 15 30 days after any Notice of Termination is given, or, if later, prior to given following a change in control of the Date of Termination (as determined without regard to this provision)Corporation, the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either whether by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ; and provided, further, that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, if the Company Notice of Termination is given following a change in control of the Corporation, the Corporation will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection; provided, however, that you will no longer be deemed to be an “employee” for purposes of the Corporation’s 1992 Stock Plan, 1982 Stock Plan, Employee Before-Tax Savings Plan, Restricted Shares of common stock awarded under the 1992 Stock Plan or Corporate Retirement Plan or any successor plans thereto. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement Agreement, and shall not be offset against or reduce any other amounts due under this AgreementAgreement and shall not be reduced by any compensation earned by you as the result of employment by another employer.

Date of Termination, Etc. “Date of Termination" shall mean (A) ” means if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that You shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your Executive’s employment is terminated pursuant to Section 3.2 4(ii) or 3.3 above or for any other reason (other than Disability)iii) above, the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 above shall not be less than 15 thirty (30) days nor more than 60 days, respectively, sixty (60) days from the date the such Notice of Termination is given). However, ; provided that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, parties or by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which ; and provided further that the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the foregoing sentence, if the Executive is entitled to the benefits provided in Section 5(ii) upon a Separation of Service, such benefits will be paid to the Executive no later than March 15th of the calendar year following the calendar year in which such Notice of Termination is given. During the pendency of any such dispute, (1) the Executive shall not be required to report for work or otherwise continue to perform his or her duties with the Company and (2) the Company will continue to pay You your to the Executive his or her full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and, to the extent permissible by law, continue the Executive and continue You his or her dependents as a participant in all compensation, benefit, benefit and insurance plans in which You he or she or they were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSection 4(v). Amounts paid under this Section 4(v) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (B) if your employment is terminated pursuant to Section 3.2 Subsection (ii) or 3.3 (iii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection (iii) above shall not be less than 15 fifteen (15) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provisionproviso), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating whether or not specifically referenced in this Agreement when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement, except as provided in Subsection 4(iii)(B) below.

Date of Termination, Etc. Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 thirty (30) days after Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (B) if your employment is terminated pursuant to Section 3.2 or 3.3 Subsection (ii) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (ii) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 above shall not be less than 15 nor Subsection (iii) more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However; provided that if, if within 15 fifteen (15) days after any Notice of Termination is given, or, or if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, parties by a binding arbitration award, or by a final judgmentjudgement, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The ; provide that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You your you full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, benefit and insurance plans in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. .

Date of Termination, Etc. Date of Termination" shall mean (Ai) if your employment is terminated for Disability, 30 thirty (30) days after a Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (Bii) if your employment is terminated pursuant to Section 3.2 Subsection (B) or 3.3 (C) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (B) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection (C) above shall not be less than 15 thirty (30) nor more than 60 sixty (60) days, respectively, from the date the such Notice of Termination is given). However, ; provided that if within 15 thirty (30) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The ; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, and insurance plans and perquisites in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (Ai) if your employment is terminated for Disability, 30 thirty (30) days after a Notice of Termination is given (provided that You you shall not have returned to the full-time performance of your duties during such thirty (30-) day period), and (Bii) if your employment is terminated pursuant to Section 3.2 Subsection (C) or 3.3 (D) above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 Subsection (C) above shall not be less than 30 thirty (30) days, and in the case of a termination pursuant to Section 3.3 Subsection (D) above shall not be less than 15 thirty (30) nor more than 60 days, respectively, sixty (60) days from the date the such Notice of Termination is given). However, ; provided that if within 15 thirty (30) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), given the party receiving the such Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has therefrom having expired and no appeal has having been perfected). The ; provided further that the Date of Termination shall be extended by a notice of dispute only if the such notice is given in good faith and the party giving the such notice pursues the resolution of the such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You you as a participant in all compensation, benefit, and insurance plans and perquisites in which You you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this SectionSubsection. Amounts paid under this Section Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Date of Termination, Etc. Date of Termination" shall mean (mean( A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that You shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Section 3.2 or 3.3 above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Section 3.3 above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the notice is given in good faith and the party giving the notice pursues the resolution of the dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay You your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You as a participant in all compensation, benefit, and insurance plans in which You were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Section. Amounts paid under this Section are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.