Common use of Description of Severance Benefits Clause in Contracts

Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 4.1 and 4.2, the Company shall pay to the Executive and provide him with the following: (a) An amount equal to two (2) times the Executive's highest annualized rate of Base Salary in effect at any time after the commencement of the Protected Period and on or before the Effective Date of Termination. (b) An amount equal to two (2) times the highest aggregate bonus(es) paid by the Company to the Executive for any one of the three (3) full fiscal years of the Company immediately preceding Executive's Effective Date of Termination. (c) A continuation of the Executive's medical coverage, dental coverage, and group term life insurance for the Executive, his spouse, and his eligible dependents for the two (2) year(s) following the Executive's Effective Date of Termination; provided that such continuation of coverage shall run concurrently with COBRA continuation or similar state law continuation periods; and provided further that the continuation of such coverage shall be discontinued prior to the end of the two (2) year period in the event the Executive has available substantially similar benefits from a subsequent employer, as reasonably determined by the Committee. Except as provided in the next sentence, such benefits shall be provided to the Executive at the same premium cost, and at the same coverage level, as in effect as of the Executive's Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of coverage for the period contemplated by this Section 4.3(c) shall be coordinated with and paid secondary to any benefits that the Executive, his spouse, or his dependent receives from another employer or from Medicare (following the Executive's, his spouse's, and/or his dependent's entitlement to Medicare benefits) to the maximum extent permissible under relevant law. (d) A lump-sum cash amount equal to the portion of the Executive's account under the Company's qualified retirement plan (including, without limitation, any 401(k) matching contributions) that has not become vested under the terms of such plan as of the Effective Date of Termination. (e) A lump-sum cash amount equal to the portion of the Executive's account under any Company nonqualified deferred compensation or other supplemental retirement plan that has not become vested under the terms of such plan as of the Effective Date of Termination. (f) If any stock option, restricted stock, or other equity or equity-based award granted by the Company to the Executive is subject to a vesting schedule and does not automatically become fully vested upon or in connection with the termination of the Executive's employment with the Company or the related Change in Control event, the portion of such award that was scheduled to vest (assuming that the Executive continued to be employed by the Company) at any time within the two (2) year period following the Effective Date of Termination shall automatically become vested as of the Effective Date of Termination; provided, however, that any portion of such award remaining unvested after giving effect to the foregoing clause shall immediately terminate upon the Effective Date of Termination. In the event that the Effective Date of Termination occurs during the Protected Period related to a Change in Control and a portion of a stock option or other award referred to in the preceding sentence is deemed to become vested in connection with the termination of the Executive's employment pursuant to the preceding sentence, and such portion of the award would otherwise terminate or expire upon or prior to the date of the related Change in Control, the Executive shall be given a reasonable opportunity to exercise such accelerated portion of the option or other award before it terminates. (g) The Company shall pay or reimburse the Executive for up to $15,000 of outplacement services obtained by the Executive during the twelve (12) month period following the Effective Date of Termination.

Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 4.1 3.1 and 4.23.2, the Company shall pay to the Executive and provide him with the following: (a) An amount equal to two one and one-half (211/2) times the Executive's highest ’s annualized rate of Base Salary in effect at any time after the commencement of the Protected Period and on or before either (i) the Effective Date of Termination, or (ii) the time of the Change in Control, whichever is higher. (b) An amount equal to two one and one-half (211/2) times the highest aggregate bonus(es) paid by the Company to the Executive for any one of the three (3) full fiscal years of the Company immediately preceding Executive's ’s Effective Date of Termination. If Executive has not been employed for three (3) full fiscal years, any bonus paid in respect of a past fiscal year’s partial year’s employment shall be annualized and the average shall be taken of the actual number of full and partial past fiscal years for which Executive was employed. (c) A continuation of the Executive's ’s medical coverage, coverage and dental coverage, and group term life insurance coverage for the Executive, his spouse, and his eligible dependents for the two eighteen (218) year(s) months following the Executive's ’s Effective Date of Termination; provided that such continuation of coverage shall run concurrently with COBRA continuation or similar state law continuation periods; and provided further that the continuation of such coverage shall be discontinued prior to the end of the two eighteen (218) year month period in the event the Executive has available substantially similar benefits from a subsequent employer, as reasonably determined by the Committee. Except as provided in the next sentence, such benefits shall be provided to the Executive at the same premium cost, and at the same coverage level, as in effect as of the Executive's ’s Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of coverage for the period contemplated by this Section 4.3(c) shall be coordinated with and paid secondary to any benefits that the Executive, his spouse, or his dependent receives from another employer or from Medicare (following the Executive's’s, his spouse's’s, and/or his dependent's ’s entitlement to Medicare benefits) to the maximum extent permissible under relevant law. (d) A lump-sum cash amount equal to the portion of the Executive's ’s account under the Company's ’s qualified retirement plan (including, without limitation, any 401(k) matching contributions) that has not become vested under the terms of such plan as of the Effective Date of Termination. (e) A lump-sum cash amount equal to the portion continuation of the Executive's account under any Company nonqualified deferred compensation ’s car allowance or other supplemental retirement plan that has not become vested under company car perquisites for eighteen (18) months following the terms of such plan as of the Effective Date Executive’s date of Termination. (f) If any stock option, restricted stock, or other equity or equity-based award granted by the Company to the Executive is subject to a vesting schedule and does not automatically become fully vested upon or in connection with the termination of the Executive's employment with the Company or the related Change in Control event, the portion of such award that was scheduled to vest (assuming that the Executive continued to be employed by the Company) at any time within the two (2) year period following the Effective Date of Termination shall automatically become vested as of the Effective Date of Termination; provided, however, that any portion of such award remaining unvested after giving effect to the foregoing clause shall immediately terminate upon the Effective Date of Termination. In the event that the Effective Date of Termination occurs during the Protected Period related to a Change in Control and a portion of a stock option or other award referred to in the preceding sentence is deemed to become vested in connection with the termination of the Executive's employment pursuant to the preceding sentence, and such portion of the award would otherwise terminate or expire upon or prior to the date of the related Change in Control, the Executive shall be given a reasonable opportunity to exercise such accelerated portion of the option or other award before it terminates. (g) The Company shall pay or reimburse the Executive for up to $15,000 of outplacement services obtained by the Executive during the twelve eighteen (1218) month period following the Effective Date of Termination.

Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 4.1 Paragraphs 2.1 and 4.22.2 above, the Company shall pay shall, within the time limits stated in Paragraph 2.1, pay, or cause to be paid, to the Executive and provide him provide, or cause to be provided, the Executive with the following: (a) An amount equal to two (2) times the Executive's highest annualized rate of Base Salary in effect at any time after the commencement of the Protected Period and on or before the Effective Date of Termination. (b) An amount equal to two (2) times the highest aggregate bonus(es) paid by the Company to the Executive for any one of the three (3) full fiscal years of the Company immediately preceding Executive's Effective Date of Termination. (c) A continuation of the Executive's medical coverage, dental coverage, and group term life insurance for the Executive, his spouse, and his eligible dependents for the two (2) year(s) following the Executive's Effective Date of Termination; provided that such continuation of coverage shall run concurrently with COBRA continuation or similar state law continuation periods; and provided further that the continuation of such coverage shall be discontinued prior to the end of the two (2) year period in the event the Executive has available substantially similar benefits from a subsequent employer, as reasonably determined by the Committee. Except as provided in the next sentence, such benefits shall be provided to the Executive at the same premium cost, and at the same coverage level, as in effect as of the Executive's Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of coverage for the period contemplated by this Section 4.3(c) shall be coordinated with and paid secondary to any benefits that the Executive, his spouse, or his dependent receives from another employer or from Medicare (following the Executive's, his spouse's, and/or his dependent's entitlement to Medicare benefits) to the maximum extent permissible under relevant law. (d) A lump-sum cash amount equal to the portion Executive’s unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the date of the Qualifying Termination. Such payment shall constitute full satisfaction for these amounts owed to the Executive's account under the Company's qualified retirement plan (including, without limitation, any 401(k) matching contributions) that has not become vested under the terms of such plan as of the Effective Date of Termination. (eb) A lump-sum cash amount equal to the portion of the Executive's account under any Company nonqualified deferred compensation or other supplemental retirement plan that has not become vested under the terms of such plan as of the Effective Date of Termination. (f) If any stock option, restricted stock, or other equity or equity-based award granted by the Company to the Executive is subject to a vesting schedule and does not automatically become fully vested upon or in connection with the termination of the Executive's employment with the Company or the related Change in Control event, the portion of such award that was scheduled to vest (assuming that the Executive continued to be employed by the Company) at any time within the two (2) year period following multiplied by the Effective Date sum of Termination shall automatically become vested (i) the greater of the Executive’s annual rate of Base Salary in effect upon the date of the Qualifying Termination, or the Executive’s annual rate of Base Salary in effect immediately prior to the occurrence of the Change in Control; and (ii) Executive’s Bonus Amount. (c) Immediate 100% vesting of all stock options, and any other awards which had been provided to the Executive by the Company or any of its subsidiaries under any incentive compensation plan. (d) At the exact same cost to the Executive, and at the same coverage level as in effect as of the Effective Date Executive’s date of TerminationQualifying Termination (subject to changes in coverage levels applicable to all employees generally), a continuation of the Executive’s (and the Executive’s eligible dependents’) health insurance coverage for a period of time following the Qualifying Termination equal to the shorter of (i) twenty-four (24) months or (ii) the maximum period allowed pursuant to any one or more of the provisions of Treas. Reg. Section 1.409A-1(b)(9)(v) which would be exempt from the definition of “deferred compensation” thereunder (the “benefit continuation period”); provided, however, that such continuation of health insurance coverage shall be provided only to the extent that it does not result in any portion additional tax or other penalty being imposed on the Company by reason of the provision of such award remaining unvested after giving effect continuation coverage causing a violation of Section 2716 of the Public Health Service Act during a period of time Section 2716 is enforced by the Internal Revenue Service through Code Section 4980D. The applicable COBRA health insurance benefit continuation period shall begin at the end of this benefit continuation period. The providing of health insurance benefits by the Company shall be discontinued prior to the foregoing clause shall immediately terminate upon end of the Effective Date of Termination. In benefit continuation period in the event that the Effective Date of Termination occurs during Executive subsequently becomes covered under the Protected Period related to a Change in Control and a portion health insurance coverage of a stock option subsequent employer which does not contain any exclusion or other award referred limitation with respect to in the preceding sentence is deemed to become vested in connection with the termination any preexisting condition of the Executive or the Executive's employment pursuant to the preceding sentence, and such portion ’s eligible dependents. For purposes of the award would otherwise terminate or expire upon or prior to the date of the related Change in Controlenforcing this offset provision, the Executive shall be given a reasonable opportunity have the duty to exercise inform the Company 514196_4.DOC2 as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such accelerated portion of employment. The Executive shall provide, or cause to provide, to the option or other award before it terminatesCompany in writing correct, complete, and timely information concerning the same. (ge) The Company Executive shall pay or reimburse be entitled to receive standard outplacement services from a nationally recognized outplacement firm of the Executive Executive’s selection, for a period of up to one (1) year from the Executive’s date of Qualifying Termination. However, such service shall be at the Company’s expense to a maximum amount not to exceed twenty thousand dollars ($15,000 of outplacement services obtained by the Executive during the twelve (12) month period following the Effective Date of Termination20,000).

Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 4.1 3.1, 3.2 and 4.23.8, the Company shall pay and provide to the Executive and provide him with (in addition to the Accrued Obligations) the following: (a) An The Company will pay to the Executive an amount equal to two (2) times the sum of (i) the Executive's ’s Base Salary at the highest annualized rate of Base Salary in effect at any time after the commencement of the Protected Period and on or before the Effective Executive’s Severance Date, and (ii) the Executive’s target Annual Bonus for the fiscal year in which the Executive’s Severance Date occurs. Notwithstanding the foregoing provisions, if the Executive would be entitled to a greater cash severance payment in the circumstances under the terms of Termination.any employment agreement then in effect than the amount determined under the first sentence of this Section 3.3(a), the Executive shall be entitled to such greater cash severance payment only and no additional payment shall be made under this Section 3.3(a); and (b) An amount equal The Company will pay the Executive a pro-rata portion of the Executive’s target Annual Bonus for the fiscal year in which the Executive’s Severance Date occurs (with the pro-rata portion determined based on the number of days the Executive was actually employed by the Company during that fiscal year divided by 365); and (c) The Company will pay or reimburse the Executive for his premiums charged to two continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (2“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) times as in effect immediately prior to the highest aggregate bonus(esSeverance Date, to the extent that the Executive elects such continued coverage for the Executive and the Executive’s dependents, as applicable; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) paid shall cease upon the first to occur of (a) the date that is eighteen (18) months after the Severance Date (the “Severance Period”); (b) the Executive’s death; or (c) the date the Executive becomes eligible for coverage under the health plan of a future employer; and (d) Notwithstanding any other provision herein or in any other document, any stock option granted by the Company to the Executive for any one of the three (3) full fiscal years of the Company immediately preceding Executive's Effective Date of Termination. (c) A continuation of the Executive's medical coverage, dental coverage, and group term life insurance for the Executive, his spouse, and his eligible dependents for the two (2) year(s) following the Executive's Effective Date of Termination; provided that such continuation of coverage shall run concurrently with COBRA continuation or similar state law continuation periods; and provided further that the continuation of such coverage shall be discontinued prior to the end of the two (2) year period in the event the Executive extent such award is outstanding and has available substantially similar benefits from a subsequent employer, as reasonably determined by the Committee. Except as provided in the next sentence, such benefits shall be provided to the Executive at the same premium cost, and at the same coverage level, as in effect not vested as of the Executive's Effective Date of Termination. However’s Severance Date, in the event the premium cost and/or level of coverage shall change for all employees automatically become fully vested as of the Company, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of coverage for the period contemplated by this Section 4.3(c) Severance Date and shall be coordinated exercisable in accordance with and paid secondary the termination of employment provisions applicable to any benefits that the Executive, his spouse, or his dependent receives from another employer or from Medicare (following the Executive's, his spouse's, and/or his dependent's entitlement to Medicare benefits) to the maximum extent permissible under relevant law. (d) A lump-sum cash amount equal to the portion of the Executive's account under the Company's qualified retirement plan such options (including, without limitation, any 401(k) matching contributions) that has not become vested under the terms maximum term of such plan as of the Effective Date of Termination.options); and (e) A lump-sum cash amount equal to At the portion election of the Executive's account under any , the Company nonqualified deferred compensation will either (i) pay the Executive a lump sum amount of $ to be used by the Executive for outplacement assistance, tax planning, educational assistance, or other supplemental retirement plan that has not become vested under similar transition support, or (ii) provide the terms of such plan as of Executive with the Effective Date of Termination.same or similar services through a professional outplacement firm selected by the Company; and (f) If The Executive will be able to retain his or her blackberry (including any stock option, restricted stock, or other equity or equity-based award granted by the Company to the Executive is subject to a vesting schedule personal calendars and does not automatically become fully vested upon or in connection with the termination of the Executive's employment with the Company or the related Change in Control event, the portion of such award that was scheduled to vest (assuming that the Executive continued to be employed personal contacts contained therein) purchased by the Company) at any time within , but the two (2) year period following the Effective Date of Termination shall automatically become vested as of the Effective Date of Termination; provided, however, that any portion of such award remaining unvested after giving effect Executive will have to the foregoing clause shall immediately terminate upon the Effective Date of Termination. In the event that the Effective Date of Termination occurs during the Protected Period related to a Change in Control and a portion of a stock option or other award referred to in the preceding sentence is deemed to become vested in connection with the termination of pay the Executive's employment pursuant to the preceding sentence, and such portion of the award would otherwise terminate or expire upon or prior to the date of the ’s own continued service costs related Change in Control, the Executive shall be given a reasonable opportunity to exercise such accelerated portion of the option or other award before it terminatesthereto. (g) The Company shall pay or reimburse the Executive for up to $15,000 of outplacement services obtained by the Executive during the twelve (12) month period following the Effective Date of Termination.

Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 4.1 3.1, 3.2 and 4.23.8, the Company shall pay and provide to the Executive and provide him with (in addition to the Accrued Obligations) the following: (a) An The Company will pay to the Executive an amount equal to two (2) times the sum of (i) the Executive's ’s Base Salary at the highest annualized rate of Base Salary in effect at any time after the commencement of the Protected Period and on or before the Effective Executive’s Severance Date, and (ii) the Executive’s target Annual Bonus for the fiscal year in which the Executive’s Severance Date occurs. Notwithstanding the foregoing provisions, if the Executive would be entitled to a greater cash severance payment in the circumstances under the terms of Termination.any employment agreement then in effect than the amount determined under the first sentence of this Section 3.3(a), the Executive shall be entitled to such greater cash severance payment only and no additional payment shall be made under this Section 3.3(a); and (b) An amount equal The Company will pay the Executive a pro-rata portion of the Executive’s target Annual Bonus for the fiscal year in which the Executive’s Severance Date occurs (with the pro-rata portion determined based on the number of days the Executive was actually employed by the Company during that fiscal year divided by 365); and (c) The Company will pay or reimburse the Executive for his premiums charged to two continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (2“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) times as in effect immediately prior to the highest aggregate bonus(esSeverance Date, to the extent that the Executive elects such continued coverage for the Executive and the Executive’s dependents, as applicable; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) paid shall cease upon the first to occur of (a) the date that is twenty-four (24) months after the Severance Date (the “Severance Period”); (b) the Executive’s death; or (c) the date the Executive becomes eligible for coverage under the health plan of a future employer; and (d) Notwithstanding any other provision herein or in any other document, any stock option granted by the Company to the Executive for any one of the three (3) full fiscal years of the Company immediately preceding Executive's Effective Date of Termination. (c) A continuation of the Executive's medical coverage, dental coverage, and group term life insurance for the Executive, his spouse, and his eligible dependents for the two (2) year(s) following the Executive's Effective Date of Termination; provided that such continuation of coverage shall run concurrently with COBRA continuation or similar state law continuation periods; and provided further that the continuation of such coverage shall be discontinued prior to the end of the two (2) year period in the event the Executive extent such award is outstanding and has available substantially similar benefits from a subsequent employer, as reasonably determined by the Committee. Except as provided in the next sentence, such benefits shall be provided to the Executive at the same premium cost, and at the same coverage level, as in effect not vested as of the Executive's Effective Date of Termination. However’s Severance Date, in the event the premium cost and/or level of coverage shall change for all employees automatically become fully vested as of the Company, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of coverage for the period contemplated by this Section 4.3(c) Severance Date and shall be coordinated exercisable in accordance with and paid secondary the termination of employment provisions applicable to any benefits that the Executive, his spouse, or his dependent receives from another employer or from Medicare (following the Executive's, his spouse's, and/or his dependent's entitlement to Medicare benefits) to the maximum extent permissible under relevant law. (d) A lump-sum cash amount equal to the portion of the Executive's account under the Company's qualified retirement plan such options (including, without limitation, any 401(k) matching contributions) that has not become vested under the terms maximum term of such plan as of the Effective Date of Termination.options); and (e) A lump-sum cash amount equal to At the portion election of the Executive's account under any , the Company nonqualified deferred compensation will either (i) pay the Executive a lump sum amount of $15,000 to be used by the Executive for outplacement assistance, tax planning, educational assistance, or other supplemental retirement plan that has not become vested under similar transition support, or (ii) provide the terms of such plan as of Executive with the Effective Date of Termination.same or similar services through a professional outplacement firm selected by the Company; and (f) If The Executive will be able to retain his or her blackberry (including any stock option, restricted stock, or other equity or equity-based award granted by the Company to the Executive is subject to a vesting schedule personal calendars and does not automatically become fully vested upon or in connection with the termination of the Executive's employment with the Company or the related Change in Control event, the portion of such award that was scheduled to vest (assuming that the Executive continued to be employed personal contacts contained therein) purchased by the Company) at any time within , but the two (2) year period following the Effective Date of Termination shall automatically become vested as of the Effective Date of Termination; provided, however, that any portion of such award remaining unvested after giving effect Executive will have to the foregoing clause shall immediately terminate upon the Effective Date of Termination. In the event that the Effective Date of Termination occurs during the Protected Period related to a Change in Control and a portion of a stock option or other award referred to in the preceding sentence is deemed to become vested in connection with the termination of pay the Executive's employment pursuant to the preceding sentence, and such portion of the award would otherwise terminate or expire upon or prior to the date of the ’s own continued service costs related Change in Control, the Executive shall be given a reasonable opportunity to exercise such accelerated portion of the option or other award before it terminatesthereto. (g) The Company shall pay or reimburse the Executive for up to $15,000 of outplacement services obtained by the Executive during the twelve (12) month period following the Effective Date of Termination.

Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 4.1 3.1, 3.2 and 4.23.8, the Company shall pay and provide to the Executive and provide him with (in addition to the Accrued Obligations) the following: (a) An The Company will pay to the Executive an amount equal to two one and one-half (21.5) times the sum of (i) the Executive's Base Salary, and (ii) the Executive's Annual Bonus. For purposes of this Section 3.3(a), the Executive's "Base Salary" shall be deemed to be the Executive's highest annualized rate of Base Salary in effect at any time after the commencement of the Protected Period and on or before the Effective Executive's Severance Date, and the Executive's "Annual Bonus" shall be the greater of (x) the Executive's maximum Annual Bonus opportunity for the fiscal year in which the Executive's Severance Date of Termination. occurs, and (by) An amount equal to two (2) times the highest aggregate bonus(es) paid by the Company to the Executive for any one of the three (3) full fiscal years of the Company immediately preceding the Executive's Effective Date Severance Date. Notwithstanding the foregoing provisions, if the Executive would be entitled to a greater cash severance payment in the circumstances under the terms of Terminationany employment agreement then in effect than the amount determined under the first sentence of this Section 3.3(a), the Executive shall be entitled to such greater cash severance payment only and no additional payment shall be made under this Section 3.3(a). (b) The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive's eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company's obligation to make any payment or reimbursement pursuant to this clause (ii) shall cease upon the first to occur of (a) the second anniversary of the Severance Date; (b) the Executive's death; (c) the date the Executive becomes eligible for coverage under the health plan of a future employer; or (d) the date the Company or its affiliates ceases to offer any group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive. (c) A continuation of the Executive's medical coverage, dental coverage, and group term life insurance for the Executive, his spouse, and his eligible dependents for the two (2) year(s) following the Executive's Effective Date of Termination; provided that such continuation of coverage shall run concurrently with COBRA continuation Notwithstanding any other provision herein or similar state law continuation periods; and provided further that the continuation of such coverage shall be discontinued prior to the end of the two (2) year period in the event the Executive has available substantially similar benefits from a subsequent employer, as reasonably determined by the Committee. Except as provided in the next sentence, such benefits shall be provided to the Executive at the same premium cost, and at the same coverage level, as in effect as of the Executive's Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of coverage for the period contemplated by this Section 4.3(c) shall be coordinated with and paid secondary to any benefits that the Executive, his spouse, or his dependent receives from another employer or from Medicare (following the Executive's, his spouse's, and/or his dependent's entitlement to Medicare benefits) to the maximum extent permissible under relevant law. (d) A lump-sum cash amount equal to the portion of the Executive's account under the Company's qualified retirement plan (including, without limitationother document, any 401(k) matching contributions) that has not become vested under the terms of such plan as of the Effective Date of Termination. (e) A lump-sum cash amount equal to the portion of the Executive's account under any Company nonqualified deferred compensation stock option or other supplemental retirement plan that has not become vested under the terms of such plan as of the Effective Date of Termination. (f) If any stock option, restricted stock, or other equity or equity-based award granted by the Company to the Executive Executive, to the extent such award is subject to a vesting schedule outstanding and does has not vested as of the Executive's Severance Date, shall automatically become fully vested upon or in connection with the termination of the Executive's employment with the Company or the related Change in Control event, the portion of such award that was scheduled to vest (assuming that the Executive continued to be employed by the Company) at any time within the two (2) year period following the Effective Date of Termination shall automatically become vested as of the Effective Date of Termination; provided, however, that any portion of such award remaining unvested after giving effect to the foregoing clause shall immediately terminate upon the Effective Date of TerminationSeverance Date. In the event that the Effective Date of Executive has a Qualifying Termination occurs during the Protected Period related to a Change in Control and a portion of a Control, any stock option or other equity-based award referred granted by the Company to in the preceding sentence is deemed to become vested in connection with the termination of the Executive's employment pursuant , to the preceding sentence, extent such award had not vested and such portion of the award would was cancelled or otherwise terminate or expire terminated upon or prior to the date of the related Change in ControlControl solely as a result of such Qualifying Termination, shall be reinstated and shall automatically become fully vested, and, in the case of stock options or similar awards, the Executive shall be given a reasonable opportunity to exercise such accelerated portion of the option or other award before it terminates. (g) The Company shall pay or reimburse the Executive for up to $15,000 of outplacement services obtained by the Executive during the twelve (12) month period following the Effective Date of Termination.

Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 4.1 Paragraphs 2.1 and 4.22.2 above, the Company shall pay shall, within the time limits stated in Paragraph 2.1, pay, or cause to be paid, to the Executive and provide him provide, or cause to be provided, the Executive with the following: (a) An amount equal to two (2) times the Executive's highest annualized rate of Base Salary in effect at any time after the commencement of the Protected Period and on or before the Effective Date of Termination. (b) An amount equal to two (2) times the highest aggregate bonus(es) paid by the Company to the Executive for any one of the three (3) full fiscal years of the Company immediately preceding Executive's Effective Date of Termination. (c) A continuation of the Executive's medical coverage, dental coverage, and group term life insurance for the Executive, his spouse, and his eligible dependents for the two (2) year(s) following the Executive's Effective Date of Termination; provided that such continuation of coverage shall run concurrently with COBRA continuation or similar state law continuation periods; and provided further that the continuation of such coverage shall be discontinued prior to the end of the two (2) year period in the event the Executive has available substantially similar benefits from a subsequent employer, as reasonably determined by the Committee. Except as provided in the next sentence, such benefits shall be provided to the Executive at the same premium cost, and at the same coverage level, as in effect as of the Executive's Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of coverage for the period contemplated by this Section 4.3(c) shall be coordinated with and paid secondary to any benefits that the Executive, his spouse, or his dependent receives from another employer or from Medicare (following the Executive's, his spouse's, and/or his dependent's entitlement to Medicare benefits) to the maximum extent permissible under relevant law. (d) A lump-sum cash amount equal to the portion Executive’s unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the date of the Qualifying Termination. Such payment shall constitute full satisfaction for these amounts owed to the Executive's account under the Company's qualified retirement plan (including, without limitation, any 401(k) matching contributions) that has not become vested under the terms of such plan as of the Effective Date of Termination. (eb) A lump-sum cash amount equal to the portion of the Executive's account under any Company nonqualified deferred compensation or other supplemental retirement plan that has not become vested under the terms of such plan as of the Effective Date of Termination. (f) If any stock option, restricted stock, or other equity or equity-based award granted by the Company to the Executive is subject to a vesting schedule and does not automatically become fully vested upon or in connection with the termination of the Executive's employment with the Company or the related Change in Control event, the portion of such award that was scheduled to vest (assuming that the Executive continued to be employed by the Company) at any time within the two (2) year period following multiplied by the Effective Date sum of Termination shall automatically become vested (i) the greater of the Executive’s annual rate of Base Salary in effect upon the date of the Qualifying Termination, or the Executive’s annual rate of Base Salary in effect immediately prior to the occurrence of the Change in Control; and (ii) Executive’s Bonus Amount. (c) Immediate 100% vesting of all stock options, and any other awards which had been provided to the Executive by the Company or any of its subsidiaries under any incentive compensation plan. (d) At the exact same cost to the Executive, and at the same coverage level as in effect as of the Effective Date Executive’s date of TerminationQualifying Termination (subject to changes in coverage levels applicable to all employees generally), a continuation of the Executive’s (and the Executive’s eligible dependents’) health insurance coverage for a period of time following the Qualifying Termination equal to the shorter of (i) twenty-four (24) months or (ii) the maximum period allowed pursuant to any one or more of the provisions of Treas. Reg. Section 1.409A-1(b)(9)(v) which would be exempt from the definition of “deferred compensation” thereunder (the “benefit continuation period”); provided, however, that such continuation of health insurance coverage shall be provided only to the extent that it does not result in any portion additional tax or other penalty being imposed on the Company by reason of the provision of such award remaining unvested after giving effect continuation coverage causing a violation of Section 2716 of the Public Health Service Act during a period of time Section 2716 is enforced by the Internal Revenue Service through Code Section 4980D. The applicable COBRA health insurance benefit continuation period shall begin at the end of this benefit continuation period. The providing of health insurance benefits by the Company shall be discontinued prior to the foregoing clause shall immediately terminate upon end of the Effective Date of Termination. In benefit continuation period in the event that the Effective Date of Termination occurs during Executive subsequently becomes covered under the Protected Period related to a Change in Control and a portion health insurance coverage of a stock option or other award referred subsequent employer which does not contain any (e) The Executive shall be entitled to in the preceding sentence is deemed to become vested in connection with the termination receive standard outplacement services from a nationally recognized outplacement firm of the Executive's employment pursuant ’s selection, for a period of up to one (1) year from the preceding sentence, and such portion of the award would otherwise terminate or expire upon or prior to the Executive’s date of the related Change in ControlQualifying Termination. However, the Executive such service shall be given at the Company’s expense to a reasonable opportunity maximum amount not to exercise such accelerated portion of the option or other award before it terminatesexceed twenty thousand dollars ($20,000). (g) The Company shall pay or reimburse the Executive for up to $15,000 of outplacement services obtained by the Executive during the twelve (12) month period following the Effective Date of Termination.

Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 4.1 Paragraphs ‎2.1 and 4.2‎2.2 above, the Company shall pay shall, within the time limits stated in Paragraph ‎2.1, pay, or cause to be paid, to the Executive and provide him with provide, or cause to be provided, to the Executive the following: (a) An amount equal to two (2) times the Executive's highest annualized rate of Base Salary in effect at any time after the commencement of the Protected Period and on or before the Effective Date of Termination. (b) An amount equal to two (2) times the highest aggregate bonus(es) paid by the Company to the Executive for any one of the three (3) full fiscal years of the Company immediately preceding Executive's Effective Date of Termination. (c) A continuation of the Executive's medical coverage, dental coverage, and group term life insurance for the Executive, his spouse, and his eligible dependents for the two (2) year(s) following the Executive's Effective Date of Termination; provided that such continuation of coverage shall run concurrently with COBRA continuation or similar state law continuation periods; and provided further that the continuation of such coverage shall be discontinued prior to the end of the two (2) year period in the event the Executive has available substantially similar benefits from a subsequent employer, as reasonably determined by the Committee. Except as provided in the next sentence, such benefits shall be provided to the Executive at the same premium cost, and at the same coverage level, as in effect as of the Executive's Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of coverage for the period contemplated by this Section 4.3(c) shall be coordinated with and paid secondary to any benefits that the Executive, his spouse, or his dependent receives from another employer or from Medicare (following the Executive's, his spouse's, and/or his dependent's entitlement to Medicare benefits) to the maximum extent permissible under relevant law. (d) A lump-sum cash amount equal to the portion Executive’s unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the date of the Qualifying Termination. Such payment shall constitute full satisfaction for these amounts owed to the Executive's account under the Company's qualified retirement plan (including, without limitation, any 401(k) matching contributions) that has not become vested under the terms of such plan as of the Effective Date of Termination. (eb) A lump-sum cash amount equal to [two (2)] multiplied by the portion sum of (i) the greater of the Executive's account ’s annual rate of Base Salary in effect upon the date of the Qualifying Termination, or the Executive’s annual rate of Base Salary in effect immediately prior to the occurrence of the Change in Control, and (ii) the Executive’s Bonus Amount. (c) Immediate 100% vesting of all stock options, and any other awards which had been granted to the Executive by the Company or any of its subsidiaries under any Company nonqualified deferred incentive compensation or other supplemental retirement plan that has not become vested under plan. (d) At the terms of such plan exact same cost to the Executive, and at the same coverage level as in effect as of the Effective Date Executive’s date of Termination. Qualifying Termination (f) If any stock option, restricted stock, or other equity or equity-based award granted by the Company to the Executive is subject to changes in coverage levels applicable to all employees generally), a vesting schedule and does not automatically become fully vested upon or in connection with the termination continuation of the Executive's employment with ’s (and the Company or the related Change in Control event, the portion Executive’s eligible dependents’) health insurance coverage for a period of such award that was scheduled to vest (assuming that the Executive continued to be employed by the Company) at any time within the two (2) year period following the Effective Date Qualifying Termination equal to the shorter of Termination shall automatically become vested as (i) [twenty-four (24) months] or (ii) the maximum period allowed pursuant to any one or more of the Effective Date provisions of TerminationTreas. Reg. Section 1.409A-1(b)(9)(v) which would be exempt from the definition of “deferred compensation” thereunder (the “benefit continuation period”); provided, however, that such continuation of health insurance coverage shall be provided only to the extent that it does not result in any portion additional tax or other penalty being imposed on the Company by reason of the provision of such award remaining unvested after giving effect continuation coverage causing a violation of Section 2716 of the Public Health Service Act during a period of time Section 2716 is enforced by the Internal Revenue Service through Code Section 4980D. The applicable COBRA health insurance benefit continuation period shall begin at the end of this benefit continuation period. The providing of health insurance benefits by the Company shall be discontinued prior to the foregoing clause shall immediately terminate upon end of the Effective Date of Termination. In benefit continuation period in the event that the Effective Date of Termination occurs during Executive subsequently becomes covered under the Protected Period related to a Change in Control and a portion health insurance coverage of a stock option subsequent employer which does not contain any exclusion or other award referred limitation with respect to in the preceding sentence is deemed to become vested in connection with the termination any preexisting condition of the Executive or the Executive's employment pursuant to the preceding sentence, and such portion ’s eligible dependents. For purposes of the award would otherwise terminate or expire upon or prior to the date of the related Change in Controlenforcing this offset provision, the Executive shall be given a reasonable opportunity have the duty to exercise inform the Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such accelerated portion of employment. The Executive shall provide, or cause to provide, to the option or other award before it terminatesCompany in writing correct, complete, and timely information concerning the same. (ge) The Company Executive shall pay or reimburse be entitled to receive standard outplacement services from a nationally recognized outplacement firm of the Executive Executive’s selection, for a period of up to one (1) year from the Executive’s date of Qualifying Termination. However, such service shall be at the Company’s expense to a maximum amount not to exceed twenty thousand dollars ($15,000 of outplacement services obtained by the Executive during the twelve (12) month period following the Effective Date of Termination20,000).

Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 4.1 Paragraphs 2.1 and 4.22.2 above, the Company shall pay shall, within the time limits stated in Paragraph 2.1, pay, or cause to be paid, to the Executive and provide him with provide, or cause to be provided, to the Executive the following: (a) An amount equal to two (2) times the Executive's highest annualized rate of Base Salary in effect at any time after the commencement of the Protected Period and on or before the Effective Date of Termination. (b) An amount equal to two (2) times the highest aggregate bonus(es) paid by the Company to the Executive for any one of the three (3) full fiscal years of the Company immediately preceding Executive's Effective Date of Termination. (c) A continuation of the Executive's medical coverage, dental coverage, and group term life insurance for the Executive, his spouse, and his eligible dependents for the two (2) year(s) following the Executive's Effective Date of Termination; provided that such continuation of coverage shall run concurrently with COBRA continuation or similar state law continuation periods; and provided further that the continuation of such coverage shall be discontinued prior to the end of the two (2) year period in the event the Executive has available substantially similar benefits from a subsequent employer, as reasonably determined by the Committee. Except as provided in the next sentence, such benefits shall be provided to the Executive at the same premium cost, and at the same coverage level, as in effect as of the Executive's Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of coverage for the period contemplated by this Section 4.3(c) shall be coordinated with and paid secondary to any benefits that the Executive, his spouse, or his dependent receives from another employer or from Medicare (following the Executive's, his spouse's, and/or his dependent's entitlement to Medicare benefits) to the maximum extent permissible under relevant law. (d) A lump-sum cash amount equal to the portion Executive’s unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the date of the Qualifying Termination. Such payment shall constitute full satisfaction for these amounts owed to the Executive's account under the Company's qualified retirement plan (including, without limitation, any 401(k) matching contributions) that has not become vested under the terms of such plan as of the Effective Date of Termination. (eb) A lump-sum cash amount equal to the portion of the Executive's account under any Company nonqualified deferred compensation or other supplemental retirement plan that has not become vested under the terms of such plan as of the Effective Date of Termination. (f) If any stock option, restricted stock, or other equity or equity-based award granted by the Company to the Executive is subject to a vesting schedule and does not automatically become fully vested upon or in connection with the termination of the Executive's employment with the Company or the related Change in Control event, the portion of such award that was scheduled to vest (assuming that the Executive continued to be employed by the Company) at any time within the two (2) year period following multiplied by the Effective Date sum of Termination shall automatically become vested (i) the greater of the Executive’s annual rate of Base Salary in effect upon the date of the Qualifying Termination, or the Executive’s annual rate of Base Salary in effect immediately prior to the occurrence of the Change in Control, and (ii) the Executive’s Bonus Amount. (c) Immediate 100% vesting of all stock options, and any other awards which had been granted to the Executive by the Company or any of its subsidiaries under any incentive compensation plan. (d) At the exact same cost to the Executive, and at the same coverage level as in effect as of the Effective Date Executive’s date of TerminationQualifying Termination (subject to changes in coverage levels applicable to all employees generally), a continuation of the Executive’s (and the Executive’s eligible dependents’) health insurance coverage for a period of time following the Qualifying Termination equal to the shorter of (i) [twenty-four (24) months] or (ii) the maximum period allowed pursuant to any one or more of the provisions of Treas. Reg. Section 1.409A-1(b)(9)(v) which would be exempt from the definition of “deferred compensation” thereunder (the “benefit continuation period”); provided, however, that such continuation of health insurance coverage shall be provided only to the extent that it does not result in any portion additional tax or other penalty being imposed on the Company by reason of the provision of such award remaining unvested after giving effect continuation coverage causing a violation of Section 2716 of the Public Health Service Act during a period of time Section 2716 is enforced by the Internal Revenue Service through Code Section 4980D. The applicable COBRA health insurance benefit continuation period shall begin at the end of this benefit continuation period. The providing of health insurance benefits by the Company shall be discontinued prior to the foregoing clause shall immediately terminate upon end of the Effective Date of Termination. In benefit continuation period in the event that the Effective Date of Termination occurs during Executive subsequently becomes covered under the Protected Period related to a Change in Control and a portion health insurance coverage of a stock option subsequent employer which does not contain any exclusion or other award referred limitation with respect to in the preceding sentence is deemed to become vested in connection with the termination any preexisting condition of the Executive or the Executive's employment pursuant to the preceding sentence, and such portion ’s eligible dependents. For purposes of the award would otherwise terminate or expire upon or prior to the date of the related Change in Controlenforcing this offset provision, the Executive shall be given a reasonable opportunity have the duty to exercise inform the Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such accelerated portion of employment. The Executive shall provide, or cause to provide, to the option or other award before it terminatesCompany in writing correct, complete, and timely information concerning the same. (ge) The Company Executive shall pay or reimburse be entitled to receive standard outplacement services from a nationally recognized outplacement firm of the Executive Executive’s selection, for a period of up to one (1) year from the Executive’s date of Qualifying Termination. However, such service shall be at the Company’s expense to a maximum amount not to exceed twenty thousand dollars ($15,000 of outplacement services obtained by the Executive during the twelve (12) month period following the Effective Date of Termination20,000).

Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 4.1 Paragraphs 2.1 and 4.22.2 above, the Company shall pay shall, within the time limits stated in Paragraph 2.1, pay, or cause to be paid, to the Executive and provide him provide, or cause to be provided, the Executive with the following: (a) An amount equal to two (2) times the Executive's highest annualized rate of Base Salary in effect at any time after the commencement of the Protected Period and on or before the Effective Date of Termination. (b) An amount equal to two (2) times the highest aggregate bonus(es) paid by the Company to the Executive for any one of the three (3) full fiscal years of the Company immediately preceding Executive's Effective Date of Termination. (c) A continuation of the Executive's medical coverage, dental coverage, and group term life insurance for the Executive, his spouse, and his eligible dependents for the two (2) year(s) following the Executive's Effective Date of Termination; provided that such continuation of coverage shall run concurrently with COBRA continuation or similar state law continuation periods; and provided further that the continuation of such coverage shall be discontinued prior to the end of the two (2) year period in the event the Executive has available substantially similar benefits from a subsequent employer, as reasonably determined by the Committee. Except as provided in the next sentence, such benefits shall be provided to the Executive at the same premium cost, and at the same coverage level, as in effect as of the Executive's Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of coverage for the period contemplated by this Section 4.3(c) shall be coordinated with and paid secondary to any benefits that the Executive, his spouse, or his dependent receives from another employer or from Medicare (following the Executive's, his spouse's, and/or his dependent's entitlement to Medicare benefits) to the maximum extent permissible under relevant law. (d) A lump-sum cash amount equal to the portion Executive’s unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the date of the Qualifying Termination. Such payment shall constitute full satisfaction for these amounts owed to the Executive's account under the Company's qualified retirement plan (including, without limitation, any 401(k) matching contributions) that has not become vested under the terms of such plan as of the Effective Date of Termination. (eb) A lump-sum cash amount equal to the portion of the Executive's account under any Company nonqualified deferred compensation or other supplemental retirement plan that has not become vested under the terms of such plan as of the Effective Date of Termination. (f) If any stock option, restricted stock, or other equity or equity-based award granted by the Company to the Executive is subject to a vesting schedule and does not automatically become fully vested upon or in connection with the termination of the Executive's employment with the Company or the related Change in Control event, the portion of such award that was scheduled to vest (assuming that the Executive continued to be employed by the Company) at any time within the two (2) year period following multiplied by the Effective Date sum of Termination shall automatically become vested (i) the greater of the Executive’s annual rate of Base Salary in effect upon the date of the Qualifying Termination, or the Executive’s annual rate of Base Salary in effect immediately prior to the occurrence of the Change in Control; and (ii) Executive’s Bonus Amount. (c) Immediate 100% vesting of all stock options and any other awards which had been provided to the Executive by the Company or any of its subsidiaries under any incentive compensation plan. (d) At the exact same cost to the Executive, and at the same coverage level as in effect as of the Effective Date Executive’s date of TerminationQualifying Termination (subject to changes in coverage levels applicable to all employees generally), a continuation of the Executive’s (and the Executive’s eligible dependents’) health insurance coverage for a period of time following the Qualifying Termination equal to the shorter of (i) twenty-four (24) months or (ii) the maximum period allowed pursuant to any one or more of the provisions of Treas. Reg. Section 1.409A-1(b)(9)(v) which would be exempt from the definition of “deferred compensation” thereunder (the “benefit continuation period”); provided, however, that such continuation of health insurance coverage shall be provided only to the extent that it does not result in any portion additional tax or other penalty being imposed on the Company by reason of the provision of such award remaining unvested after giving effect continuation coverage causing a violation of Section 2716 of the Public Health Service Act during a period of time Section 2716 is enforced by the Internal Revenue Service through Code Section 4980D. The applicable COBRA health insurance benefit continuation period shall begin at the end of this benefit continuation period. The providing of health insurance benefits by the Company shall be discontinued prior to the foregoing clause shall immediately terminate upon end of the Effective Date of Termination. In benefit continuation period in the event that the Effective Date of Termination occurs during Executive subsequently becomes covered under the Protected Period related to a Change in Control and a portion health insurance coverage of a stock option subsequent employer which does not contain any exclusion or other award referred limitation with respect to in the preceding sentence is deemed to become vested in connection with the termination any preexisting condition of the Executive or the Executive's employment pursuant to the preceding sentence, and such portion ’s eligible dependents. For purposes of the award would otherwise terminate or expire upon or prior to the date of the related Change in Controlenforcing this offset provision, the Executive shall be given a reasonable opportunity have the duty to exercise inform the Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such accelerated portion of employment. The Executive shall provide, or cause to provide, to the option or other award before it terminatesCompany in writing correct, complete, and timely information concerning the same. (ge) The Company Executive shall pay or reimburse be entitled to receive standard outplacement services from a nationally recognized outplacement firm of the Executive Executive’s selection, for a period of up to one (1) year from the Executive’s date of Qualifying Termination. However, such service shall be at the Company’s expense to a maximum amount not to exceed twenty thousand dollars ($15,000 of outplacement services obtained by the Executive during the twelve (12) month period following the Effective Date of Termination20,000).