Common use of Due to Change in Control Clause in Contracts

Due to Change in Control. In the event that within twelve (12) months following a Change in Control Executive terminates his employment hereunder with Good Reason or the Company terminates Executive’s employment hereunder without Cause, then, in lieu of the payments otherwise due to Executive under Section 5.2 above, the Term shall expire on the Termination Date and Executive shall be entitled to (subject to the last paragraph of this Section 5.5): (a) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times Executive’s Salary as in effect immediately prior to the Termination Date; (b) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times the greater of (i) the average Annual Cash Bonus that Executive received for each of the two (2) preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year provided, however, that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paid; (c) continued medical (health, dental, prescription drug and vision) benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period twenty-four (24) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph; (d) full vesting, exercisability and non-forfeitability, as applicable, as of the Termination Date, of any outstanding equity or equity-based awards; and (e) the Accrued Obligations.

Due to Change in Control. In the event that within twelve (12) months following a Change in Control Executive terminates his employment hereunder with Good Reason or the Company terminates Executive’s employment hereunder without Cause, then, in lieu of the payments otherwise due to Executive under Section 5.2 above, the Term shall expire on the Termination Date and Executive shall be entitled to (subject to the last paragraph of this Section 5.5): (a) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two three (23) times Executive’s Salary as in effect immediately prior to the Termination Date; (b) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two three (23) times the greater of (i) the average Annual Cash Bonus that Executive received for each of the two (2) preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year provided, however, that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paid; (c) continued medical (health, dental, prescription drug and vision) and life insurance benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period twentythirty-four six (2436) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraphparagraph plus an amount necessary to “gross-up” Executive with respect to any Federal, state or local taxation due on such single sum cash payment; (d) full vesting, exercisability and non-forfeitability, as applicable, as of the Termination Date, of any outstanding equity or equity-based awards; and (e) the Accrued Obligations. Notwithstanding the foregoing, in the event Executive is terminated in anticipation of a Change in Control or terminates for Good Reason as a result of a Company action in anticipation of a Change in Control then (i) if a Change in Control actually occurs within six (6)-months thereafter, Executive shall continue to receive the amount due under Section 5.2 and granted therein and any additional amounts above such amount due in accordance with this Section 5.5 shall be payable upon the later of the Change in Control and on the sixtieth (60th) day after the termination of employment (subject to the six-month delay provided under Section 8.2, as applicable); and (ii) any outstanding equity or equity-based awards that are not otherwise vested (or will not otherwise vest) in accordance with Section 5.2 of this Agreement shall not terminate before the six-month anniversary of Executive’s termination of employment and, if a Change in Control actually occurs before such date, shall become fully vested and exercisable, as applicable in accordance with Section 5.6(c).

Due to Change in Control. In the event that within three (3) months prior to or twelve (12) months following a Change in Control Control, Executive terminates his employment hereunder with Good Reason or the Company terminates Executive’s employment hereunder without Cause, then, in lieu of the payments otherwise due to Executive under Section 5.2 above, the Term shall expire on the Termination Date and Executive shall be entitled to (subject to the last paragraph of this Section 5.5):to: (a) a single sum cash amount, amount equal to the greater of (i) eighteen (18) months of Executive’s Salary as in effect immediately prior to the Termination Date or (ii) the amount that the Executive would be entitled to receive under the Company’s severance plan applicable to Executive payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times Executive’s Salary as in effect immediately prior to the Termination Date; (b) a single sum cash amount, amount equal to one and one-half (1.5) times the annual cash Targeted Incentive for the year in which such termination occurs as though all “target levels” of performance for such year are fully and completely achieved payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times the greater of (i) the average Annual Cash Bonus that Executive received for each of the two (2) preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year provided, however, that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paid; (c) continued medical (health, dentalprescription drug, prescription drug dental and vision) benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period twenty-four of eighteen (2418) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph; (d) full vesting, exercisability and non-forfeitability, as applicable, as of the Termination Date, of any outstanding equity or equity-based awards; and (ed) the Accrued Obligations.

Due to Change in Control. In the event that (x) within twelve (12) months two years following a Change in Control Executive terminates his employment hereunder with Good Reason or the Company takes an action within the six-month time period specified in the flush language below in anticipation of a Change in Control and the Executive terminates his employment for Good Reason as a result thereof or (y) within two years following a Change in Control, or in anticipation of a Change in Control that actually occurs within six months thereafter, the Company terminates Executive’s employment hereunder without Cause, then, in lieu of the payments otherwise due to Executive under Section 5.2 above, the Term shall expire on the Termination Date and Executive shall be entitled to (subject to the last paragraph of this Section 5.55.6): (a) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2i) three (3) times (ii) the sum of (A) Executive’s Salary as in effect immediately prior to the Termination Date; Date (bor, if greater, immediately prior to any event constituting Good Reason) and (B) the highest Annual Cash Bonus paid or payable to him in respect of any of the three completed years immediately prior to his Termination Date (if in 2010, than $650,000 shall be the Annual Cash Bonus utilized), such payment to be made in a single cash lump sum cash amount, payable to Executive on the sixtieth (60th) day following his the Termination DateDate (subject to the six-month delay provided under Section 8.2, in an amount equal as applicable); (b) a Pro-Rata Annual Cash Bonus (determined for this purpose by reference to two (2) times the greater of either (i) the average Annual Cash Bonus that Executive received for each of the two (2) preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year provided, however, that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a Executive’s target Annual Cash Bonus was paidthen in effect, such payment to be made in a cash lump sum to Executive no later than thirty (30) days following the Termination Date; (c) continued medical (health, dental, prescription drug and vision) benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period twenty-four (24) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph; (d) full vesting, exercisability and non-forfeitability, as applicable, as of the Termination Date, of any outstanding equity or equity-based awards, including but not limited to any outstanding Annual Equity Award, Discretionary Equity Award or Sign-On Award; and (ed) the Accrued Obligations. Notwithstanding the foregoing, in the event Executive is terminated in anticipation of a Change in Control or terminates for Good Reason as a result of a Company action in anticipation of a Change in Control then (i) if a Change in Control actually occurs within six-months thereafter, the Executive shall continue to receive the amount due under Section 5.2 and granted therein and any additional amounts above such amount due in accordance with this Section 5.6 shall be payable upon the later of the Change in Control and on the sixtieth (60th) day after the termination of employment (subject to the six-month delay provided under Section 8.2, as applicable); and (ii) any outstanding equity or equity-based awards, including but not limited to any outstanding Annual Equity Award, Discretionary Equity Award or Sign-On Award that are not otherwise vested (or will not otherwise vest) in accordance with Section 5.2 of this Agreement shall not terminate before the six-month anniversary of the Executive’s termination of employment and, if a Change in Control actually occurs before such date, shall become fully vested and exercisable, as applicable in accordance with Section 5.6(c).

Due to Change in Control. In the event that within three (3) months prior to or twelve (12) months following a Change in Control Control, Executive terminates his her employment hereunder with Good Reason or the Company terminates Executive’s employment hereunder without Cause, then, in lieu of the payments otherwise due to Executive under Section 5.2 above, the Term shall expire on the Termination Date and Executive shall be entitled to (subject to the last paragraph of this Section 5.5):to: (a) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two twenty-four (224) times months of Executive’s Salary as in effect immediately prior to the Termination Date payable on the sixtieth (60th) day following her Termination Date; (b) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times the greater of (ix) the average Annual Cash Bonus that of the actual cash bonus under the short-term incentive plan awarded to Executive received for each of with respect to the two (2) fiscal years preceding calendar years; Executive’s Termination Date, and (iiy) the Annual Cash Bonus that Executive received during annual cash Targeted Incentive for the preceding calendar year provided, however, that if Executive is not employed in which such termination occurs as though all “target levels” of performance for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paidyear are fully and completely achieved payable on the sixtieth (60th) day following her Termination Date; (c) an amount equal to the product of (x) the cash Targeted Incentive for the year in which such termination occurs, as though all “target levels” of performance for such year are fully and completely achieved, and (y) a fraction, the numerator of which is the number of days that have elapsed in the year such termination occurs before the Termination Date, and the denominator of which is 365, payable on the sixtieth (60th) day following the Termination Date; (d) continued medical (health, dentalprescription drug, prescription drug dental and vision) benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period of twenty-four (24) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his her dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph; (de) full vesting, exercisability and nonfor any performance-forfeitability, as applicable, based equity awards outstanding as of the Termination Date, the vesting requirements will be deemed satisfied at the greater of any outstanding equity target level or equity-actual performance (with actual performance based awardson either projected performance through the end of the performance period or completed performance as of the Termination Date, as determined by the Committee in its sole discretion); and (ef) the Accrued Obligations.

Due to Change in Control. In the event that within twelve (12) months following a Change in Control Executive terminates his her employment hereunder with Good Reason or the Company terminates Executive’s employment hereunder without Cause, then, in lieu of the payments otherwise due to Executive under Section 5.2 above, the Term shall expire on the Termination Date and Executive shall be entitled to (subject to the last paragraph of this Section 5.5): (a) a single sum cash amount, payable on the sixtieth (60th) day following his her Termination Date, in an amount equal to two (2) times Executive’s Salary as in effect immediately prior to the Termination Date; (b) a single sum cash amount, payable on the sixtieth (60th) day following his her Termination Date, in an amount equal to two (2) times the greater of (i) the average Annual Cash Bonus that Executive received for each of the two (2) preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year provided, however, that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paid; (c) continued medical (health, dental, prescription drug and vision) benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period twenty-four (24) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his her dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph; (d) full vesting, exercisability and non-forfeitability, as applicable, as of the Termination Date, of any outstanding equity or equity-based awards; and (e) the Accrued Obligations.

Due to Change in Control. In the event that within twelve three (123) months prior to or twenty-four (24) months following a Change in Control Control, Executive terminates his employment hereunder with Good Reason or the Company terminates Executive’s employment hereunder without CauseCause (a “Termination Upon a Change in Control”), then, in lieu of the payments otherwise due to Executive under Section 5.2 above, the Term shall expire on the Termination Date and Executive shall be entitled to (subject to the last paragraph of this Section 5.5):to: (a) a single sum cash amountamount equal to twenty-four (24) months of Executive’s Base Salary as in effect immediately prior to the Termination Date payable on the sixtieth (60th) day following his Termination Date; (b) an amount equal to two (2) times the greater of (x) the average of the actual cash bonus under the STIP awarded to Executive with respect to the two fiscal years preceding the date of termination of Executive’s employment, and (y) the cash Targeted Incentive under the STIP for the year in which such termination occurs as though all “target levels” of performance for such year are fully and completely achieved, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times Executive’s Salary as in effect immediately prior to the Termination Date; (b) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times the greater of (i) the average Annual Cash Bonus that Executive received for each of the two (2) preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year provided, however, that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paid; (c) continued medical (health, dental, prescription drug and vision) benefits Medical Benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period of twenty-four (24) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph; (d) full vesting, exercisability and non-forfeitability, as applicable, as of the Termination Date, of any outstanding equity or equity-based awards; and (ed) the Accrued Obligations.

Due to Change in Control. In the event that within three (3) months prior to or twelve (12) months following a Change in Control Control, Executive terminates his employment hereunder with Good Reason or the Company terminates Executive’s employment hereunder without Cause, then, in lieu of the payments otherwise due to Executive under Section 5.2 above, the Term shall expire on the Termination Date and Executive shall be entitled to (subject to the last paragraph of this Section 5.5):to: (a) a single sum cash amountamount equal to twenty-four (24) months of Executive’s Salary as in effect immediately prior to the Termination Date payable on the sixtieth (60th) day following his Termination Date; (b) a single sum cash amount equal to two (2) times the greater of (x) the average of the actual cash bonus under the short-term incentive plan awarded to Executive with respect to the two (2) fiscal years preceding Executive’s Termination Date, and (y) the annual cash Targeted Incentive for the year in which such termination occurs as though all “target levels” of performance for such year are fully and completely achieved payable on the sixtieth (60th) day following his Termination Date; (c) an amount equal to the product of (x) the cash Targeted Incentive for the year in which such termination occurs, as though all “target levels” of performance for such year are fully and completely achieved, and (y) a fraction, the numerator of which is the number of days that have elapsed in the year such termination occurs before the Termination Date, and the denominator of which is 365, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times Executive’s Salary as in effect immediately prior to the Termination Date; (b) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times the greater of (i) the average Annual Cash Bonus that Executive received for each of the two (2) preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year provided, however, that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paid; (cd) continued medical (health, dentalprescription drug, prescription drug dental and vision) benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period of twenty-four (24) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph; (de) full vesting, exercisability and nonfor any performance-forfeitability, as applicable, based equity awards outstanding as of the Termination Date, the vesting requirements will be deemed satisfied at the greater of any outstanding equity target level or equity-actual performance (with actual performance based awardson either projected performance through the end of the performance period or completed performance as of the Termination Date, as determined by the Committee in its sole discretion); and (ef) the Accrued Obligations.

Due to Change in Control. In the event that within twelve (12) months following a Change in Control Executive terminates his employment hereunder with Good Reason or the Company (or its successor) terminates Executive’s employment hereunder without Cause, then, in lieu of the payments otherwise due to Executive under Section 5.2 or 5.3 above, the Term shall expire on the Termination Date and Executive shall be entitled to (subject to the last paragraph of this Section 5.5):to: (a) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two Eighteen (218) times months of Executive’s Salary as in effect immediately prior to the Termination Date; (b) a single sum cash amount, one hundred percent (100%) of Executive’s target Annual Cash Bonus described in Section 3.2(a) payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times the greater of (i) the average Annual Cash Bonus that Executive received for each of the two (2) preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year provided, however, that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paid; (c) continued medical (health, dental, prescription drug and vision) benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period twenty-four of Eighteen (2418) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph; (d) full vesting, exercisability and non-forfeitability, as applicable, as of the his Termination Date, of any outstanding outstanding, unvested equity or equity-based awards; and (e) the Accrued Obligations.

Due to Change in Control. In the event that within three (3) months prior to or twelve (12) months following a Change in Control Control, Executive terminates his Executive’s employment hereunder with Good Reason or the Company terminates Executive’s employment hereunder without Cause, then, in lieu of the payments otherwise due to Executive under Section 5.2 above, the Term shall expire on the Termination Date and Executive shall be entitled to (subject to the last paragraph of this Section 5.5):to: (a) a single sum cash amountamount equal to the greater of (i) twenty-four (24) months of Executive’s Salary as in effect immediately prior to the Termination Date or (ii) the amount that the Executive would be entitled to receive under the Company’s severance plan applicable to Executive payable on the sixtieth (60th) day following his Termination Date; (b) a single sum cash amount equal to two (2) times the greater of (x) the average of the actual cash bonus under the short-term incentive plan awarded to Executive with respect to the two fiscal years preceding the Termination Date, and (y) the annual cash Targeted Incentive for the year in which such termination occurs as though all “target levels” of performance for such year are fully and completely achieved, payable on the sixtieth (60th) day following his Termination Date, in ; (c) an amount equal to two the product of (2x) times Executive’s Salary the cash Targeted Incentive for the year in which such termination occurs, as though all “target levels” of performance for such year are fully and completely achieved, and (y) a fraction, the numerator of which is the number of days that have elapsed in effect immediately prior to the year such termination occurs before the Termination Date; (b) a single sum cash amount, and the denominator of which is 365, payable on the sixtieth (60th) day following his the Termination Date, in an amount equal to two (2) times the greater of (i) the average Annual Cash Bonus that Executive received for each of the two (2) preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year provided, however, that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paid; (cd) continued medical (health, dentalprescription drug, prescription drug dental and vision) benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period of twenty-four (24) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph; (de) full vesting, exercisability and nonfor any performance-forfeitability, as applicable, based equity awards outstanding as of the Termination Date, the vesting requirements will be deemed satisfied at the greater of any outstanding equity target level or equity-actual performance (with actual performance based awardson either projected performance through the end of the performance period or completed performance as of the Termination Date, as determined by the Committee in its sole discretion); and (ef) the Accrued Obligations.

Due to Change in Control. In the event that within three (3) months prior to or twelve (12) months following a Change in Control Control, Executive terminates his her employment hereunder with Good Reason or the Company terminates Executive’s employment hereunder without Cause, then, in lieu of the payments otherwise due to Executive under Section 5.2 above, the Term shall expire on the Termination Date and Executive shall be entitled to (subject to the last paragraph of this Section 5.5):to: (a) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two the greater of (2i) times eighteen (18) months of Executive’s Salary as in effect immediately prior to the Termination Date or (ii) the amount that the Executive would be entitled to receive under the Company’s severance plan applicable to Executive payable on the sixtieth (60th) day following her Termination Date; (b) a single sum cash amount, amount equal to one and one-half (1.5) times the annual cash Targeted Incentive for the year in which such termination occurs as though all “target levels” of performance for such year are fully and completely achieved payable on the sixtieth (60th) day following his her Termination Date, in an amount equal to two (2) times the greater of (i) the average Annual Cash Bonus that Executive received for each of the two (2) preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year provided, however, that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paid; (c) continued medical (health, prescription drug, dental, prescription drug and vision) benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period twenty-four of eighteen (2418) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his her dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph; (d) full vesting, exercisability and non-forfeitability, as applicable, as of the Termination Date, of any outstanding equity or equity-based awards; and (ed) the Accrued Obligations.

Due to Change in Control. In the event that (x) within twelve (12) months two years following a Change in Control Executive terminates his employment hereunder with Good Reason or the Company takes an action within the six-month time period specified in the flush language below in anticipation of a Change in Control that actually occurs within six months thereafter and the Executive terminates his employment for Good Reason as a result thereof or (y) within two years following a Change in Control, or in anticipation of a Change in Control that actually occurs within six months thereafter, the Company terminates Executive’s employment hereunder without Cause, then, in lieu of the payments otherwise due to Executive under Section 5.2 above, the Term shall expire on the Termination Date and Executive shall be entitled to (subject to the last paragraph of this Section 5.55.6): (a) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2i) three (3) times (ii) the sum of (A) Executive’s Salary as in effect immediately prior to the Termination Date; Date (bor, if greater, immediately prior to any event constituting Good Reason) and (B) the highest Annual Cash Bonus paid or payable to him in respect of any of the three completed years immediately prior to his Termination Date (or if the termination takes place in 2010, then $255,000, which is the minimum bonus payment in the case of a single termination in 2010) such payment to be made in a cash lump sum cash amount, payable to Executive on the sixtieth (60th) day following his the Termination DateDate (subject to the six-month delay provided under Section 8.2, in an amount equal to two as applicable); (2b) times the greater of (i) the average a Pro-Rata Annual Cash Bonus that Executive received determined for each of the two (2) preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year provided, however, that if Executive is not employed for a sufficient time this purpose by reference to have received an Annual Cash Bonus, such calculation will assume that a Executive’s target Annual Cash Bonus was paidthen in effect, such payment to be made in a cash lump sum to Executive no later than thirty (30) days following the Termination Date; (c) continued medical (health, dental, prescription drug and vision) benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period twenty-four (24) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph; (d) full vesting, exercisability and non-forfeitability, as applicable, as of the Termination Date, of any outstanding equity or equity-based awards, including but not limited to any outstanding Annual Equity Award, Discretionary Equity Award or Sign-On Awards; (d) the Accrued Obligations; and (e) a single sum cash amount (payable to Executive on the Accrued Obligations.sixtieth (60th) day following the Termination Date subject to the six-month delay provided under Section 8.2, as applicable) equal to the cost of continuation of health and dental benefits under the Employer’s health plan to which Executive is entitled as of the Termination Date for a period of 36 months, and to the extent permissible under law and under any insurance policy insuring the Employer’s health plan (if any), continued coverage under the Employer’s health plan with the full cost payable by the Executive for a period of 36 months commencing on the first day of the month following the Termination Date. Notwithstanding the foregoing, in the event Executive is terminated in anticipation of a Change in Control or terminates for Good Reason as a result of a Company action in anticipation of a Change in Control then (i) if a Change in Control actually occurs within six-months thereafter, the Executive shall continue to receive the amount due under

Due to Change in Control. In the event that within twelve three (123) months prior to or twenty-four (24) months following a Change in Control Control, Executive terminates his employment hereunder with Good Reason or the Company terminates Executive’s employment hereunder without CauseCause (a “Termination Upon a Change in Control”), then, in lieu of the payments otherwise due to Executive under Section 5.2 above, the Term shall expire on the Termination Date and Executive shall be entitled to (subject to the last paragraph of this Section 5.5):following benefits: (a) a single sum cash amountamount equal to thirty-six (36) months of Executive’s Base Salary as in effect immediately prior to the Termination Date payable on the sixtieth (60th) day following his Termination Date; (b) an amount equal to three (3) times the greater of (x) the average of the actual cash bonus under the STIP awarded to Executive with respect to the two (2) fiscal years preceding the date of termination of Executive’s employment, and (y) the cash Targeted Incentive under the STIP for the year in which such termination occurs, as though all “target levels” of performance for such year are fully and completely achieved, payable on the sixtieth (60th) day following his Termination Date, in ; (c) an amount equal to two the product of (2x) times Executive’s Salary the cash Targeted Incentive under the STIP for the year in which such termination occurs, as though all “target levels” of performance for such year are fully and completely achieved, and (y) a fraction, the numerator of which is the number of days that have elapsed in effect immediately prior to the year such termination occurs before the Termination Date; (b) a single sum cash amount, and the denominator of which is 365, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times the greater of (i) the average Annual Cash Bonus that Executive received for each of the two (2) preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year provided, however, that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paid; (cd) continued medical (health, dental, prescription drug and vision) benefits Medical Benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period twenty-four of eighteen (2418) months following the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph; (de) full vestingan additional single sum cash amount equal to the fair market value of eighteen (18) months of continued Medical Benefits, exercisability and nonpayable on the sixtieth (60th) day following the Termination Date; (f) for all performance-forfeitability, as applicable, based equity awards outstanding as of the Termination Date, the vesting requirements will be deemed satisfied at the greater of any outstanding equity target level or equity-actual performance (with actual performance based awardson either projected performance through the end of the performance period or completed performance as of the Termination Date, as determined by the Committee in its sole discretion); and (eg) the Accrued Obligations. 4. Section 8.3 shall be amended to read as follows:

Due to Change in Control. In the event that that, on the day of, within twelve two (122) months years following or one hundred twenty (120) days prior to a Change in Control Executive terminates his employment hereunder with Good Reason (or otherwise at the Company terminates request of any third party participating in or causing the Change in Control), Executive’s employment hereunder is terminated by the Company without Cause, by Executive with Good Reason, or due to the Company’s non-renewal of the Term pursuant to Section 1 above, then, in lieu of the payments otherwise due to Executive under Section 5.2 above, the Term shall expire on the Termination Date and Executive the Company shall be entitled pay or provide to (subject to the last paragraph of this Section 5.5):Executive: (a) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in a. an amount equal to two (2i) three (3) times (ii) the sum of (A) Executive’s Salary as in effect immediately prior to the Termination Date; Date (bor, if greater, immediately prior to any event constituting Good Reason and (B) the greater of Executive’s target Annual Bonus then in effect or the average Annual Bonus earned by Executive for the two most recent calendar years for which an Annual Bonus had been determined, such payment to be made in a single cash lump sum cash amount, payable to Executive on the sixtieth (60th) day following his after the Termination DateDate (or, if the Termination Date occurs prior to the Change in an amount equal to two (2) times Control, upon the greater of (i) the average Annual Cash Bonus that Executive received for each later of the two sixtieth (260th day) preceding calendar years; and (ii) after the Termination Date or the Change in Control); b. a Pro-Rata Annual Cash Bonus that Executive received during the preceding calendar year provided, however, that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that amount to be paid in a target Annual Cash Bonus was paidcash lump sum to Executive on the sixtieth (60th) day after the Termination Date; c. a lump sum cash payment equal to the monthly COBRA costs of continued coverage for a period of thirty-six (c36) continued medical months following the Termination Date under the Company’s welfare plans (including health, dental, prescription drug and vision) benefits to the same extent in which ), for Executive participated prior to the Termination Date (with Executive required to pay and, as applicable, Executive’s spouse and eligible dependents, less the amount Executive would have been be required to pay contribute for such coverage if Executive had Executive remained an active employee at during such timethirty-six (36)-month period, such payment to be made to Executive on the sixtieth (60th) for a period twenty-four (24) months following day after the Termination Date; provided, however, if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph; (d) d. full vesting, exercisability and non-forfeitability, as applicable, as of the Termination Date, of any outstanding equity or equity-based awardsawards and the exercise period for stock options granted after the Effective Date shall extend until the earlier of one (1) year following the Termination Date or the scheduled expiration date of such stock options; and (e) the Accrued Obligations.