Common use of Effect of Change in Control Clause in Contracts

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability, or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the following: (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the Executive; plus (II) the annual value of the Other Benefits described in Paragraph 6(a) and (c) above. For purposes of subParagraph (C)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services for a reasonable period of time as agreed between the Executive and the Employer. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability, or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s 's prior year’s 's bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the following: (A) the amount of the Executive’s 's annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s 's bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s 's Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the Executive; plus (II) the annual value of the Other Benefits described in Paragraph 6(a) and (c) above. For purposes of subParagraph (C)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “"annual value” " of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services for a reasonable period of time as agreed between the Executive and the Employer. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability, or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the following: (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the Executive; plus (II) the annual value of the Other Benefits described in Paragraph 6(a) and (c) above. For purposes of subParagraph (C)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services for a reasonable period of time as agreed between the Executive and the Employer. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability, or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two one (21) times the sum of the following: (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the Executive; plus (II) the annual value of the Other Benefits described in Paragraph 6(a) and (c) above. For purposes of subParagraph (C)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services for a reasonable period of time as agreed between the Executive and the Employer. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability, or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two three (23) times the sum of the following: (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the Executive; plus (II) the annual value of the Other Benefits described in Paragraph 6(a) and (c) above. For purposes of subParagraph (C)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services for a reasonable period of time as agreed between the Executive and the Employer. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In (a) If within one year following a “Change of Control” (as hereinafter defined), Executive terminates his employment with the event that a Change in Control occurs and this Agreement thereafter Company for Good Reason (as hereinafter defined) or the Company terminates pursuant to Paragraph 7(c) by Executive’s employment for any reason of the discharge of the Executive by the Employer other than for Cause, death or Disabilitydisability, or by reason of the resignation of the Executive for Good ReasonCompany shall pay to Executive: (1) an amount equal to two times the Executive’s Base Salary as of the date of termination; (2) an amount equal to two times the average Incentive Bonus paid to Executive for the two fiscal years immediately preceding the date of termination (and a pro rata portion for any partial year); (3) for a period of twenty-four (24) months immediately following termination of employment (the “CIC Life Insurance Premium Payment Period”), an amount in cash equal to the Company’s cost of providing Executive with group and additional life insurance coverage if he had remained employed during the CIC Life Insurance Premium Payment Period; (4) for a period of the earlier of (i) twenty-four (24) months immediately following termination of employment, and (ii) Executive becoming eligible for group medical insurance coverage under another employer’s plan (the “CIC Health Benefits Continuation Period”), an amount in cash equal to the excess of (x) the cost to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, over (y) the amount that Executive would have had to pay for such coverage if he had remained employed during the CIC Health Benefits Continuation Period and paid the active employee rate for such coverage; provided, however, the Company’s payment of such costs shall be deemed to be taxable income to Executive in accordance with applicable rules and regulations; (5) for a period of twenty-four (24) months immediately following termination of employment (subject in the case of long-term disability to the availability of such coverage under Company’s insurance policy) (the “CIC Disability Premium Payment Period”), an amount in cash equal to the Company’s cost of providing Executive with coverage under the Company’s group disability plan if he had remained employed during the CIC Disability Premium Payment Period; and (6) subject to Section 9 hereof, on and as of the effective date of the termination of employment, (i) all of Executive’s outstanding time-based stock options, restricted stock units and other equity award grants under the Company’s stock option and other benefit plans shall immediately vest and (ii) Executive’s performance-based stock options, restricted stock units and other equity award grants under the Company’s stock option and other benefit plans shall immediately vest with respect to that amount, if any, of the performance-based stock options, restricted stock units and other equity award grants as the Board of Directors or Compensation Committee of Parent or its successor in its good faith discretion shall reasonably determine (which can be determined before or after the Change in Control and which amount can be zero, the maximum amount that is available to vest or anywhere in between) after taking into consideration all relevant facts available to the parties at the time of such determination. Any stock options, restricted stock units and other equity award grants that are not then vested shall be forfeited without any consideration therefor. The Employer Company shall pay all Accrued Obligations to the Executive amounts set forth in a (1) and (2) above in one lump sum in cash payment as soon as administratively practicable (and within thirty (30) days after the Date days) following Executive’s termination of Termination; providedemployment and subject to applicable withholding. The benefits provided under (3), however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits (4) and (5) above shall be determined and paid provided no less frequently than monthly following the date of termination of employment in accordance with the terms of Company’s normal payroll procedures and subject to applicable withholding, beginning with the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days first payroll date after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the following: (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater termination of (A) the Executive’s bonus amount, if any, employment and continuing for the calendar year immediately preceding that in which CIC Life Insurance Premium Payment Period, the Date of Termination occursCIC Health Benefits Continuation Period and the CIC Disability Premium Payment Period, or (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the respectively. Additionally, Executive’s Date of Termination occurs, or if such sum would be greater, with respect to outstanding stock options shall remain outstanding until the three (3) calendar years immediately preceding the calendar year of the original expiration date of the Change in Control; plus stock options (C) the sum of: (I) the annual value disregarding any earlier expiration date based on Executive’s termination of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(kemployment), pension and any other benefit plans maintained by the Employer to or for the benefit of the Executive; plus (II) the annual value of the Other Benefits described in Paragraph 6(a) and (c) above. For purposes of subParagraph (C)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services for a reasonable period of time as agreed between the Executive and the Employer. Notwithstanding the foregoing, if a Change in Control occurs all payments to be made and benefits to be provided under this Agreement is terminated prior Section are subject to the Change in Control pursuant to Paragraph 7(cprovisions of Section 5(f) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(cand (h) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Controlabove.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which termination occurs, calculated as a prorata portion Termination Year. The amount of the Executive’s prior year’s pro-rated bonus amount (if any) based on shall be calculated by multiplying the number Severance Target, by a fraction, the numerator of days elapsed during which is the year through Service Days, and the Date denominator of Terminationwhich is 365; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the following: (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s target bonus amount, if any, under the Employer’s annual bonus plan for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by Executive under the Executive annual bonus plan with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the ExecutiveExecutive based on annual base salary amount applicable under clause (iii)(A) above; plus (II) the annual value of the Other Benefits fringe benefits and perquisites described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee pension benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive fringe benefits and perquisites described in Paragraph 6(c6(a) for purposes of subParagraph paragraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services counseling from a firm selected by Employer for a reasonable period beginning on the date of time termination of employment and ending on the date Executive is first employed or otherwise providing compensated services of any type, whether as agreed between an employee, independent contractor, owner-employee or otherwise, provided, that in no event shall Executive be entitled to out-placement counseling after the Executive and date which is two (2) years from the Employerdate of termination of employment. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and the Executive’s employment and this Agreement thereafter terminates terminate within two (2) years pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason:, then, in lieu of the amounts payable under Paragraph 8(b): (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive, provided that Paragraph 8(b)(iv) shall apply to all LTIC awards held by Executive as of the Date of Termination; (ii) The Employer shall pay any Prior Year Bonus to the Executive; (iii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a STIC bonus for the year during which termination occurs, calculated as a prorata pro-rata portion of the Executive’s prior year’s bonus his then current Target Annual Bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iiiiv) The Employer shall pay to the Executive a lump sum payment within thirty an amount equal to three (30) days after such termination of employment in the amount of two (23) times the sum of the following: (A) the amount of the Executive’s annual base salary Base Salary in effect under Paragraph 3 determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s bonus amount, if any, Target Bonus in effect under Paragraph 4 for the calendar year immediately preceding that in which Change in Control or the Date of Termination occurs, or whichever is greater, which amount shall be payable in a lump sum payment within thirty (B30) days after the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs(or, or if such sum would be greater, with respect to in the three (3) calendar years immediately preceding the calendar year of the date of event the Change in Control; plus (C) Control is not a change in ownership or effective control under Code Section 409A, in substantially equal installments in accordance with the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the Executive; plus (II) the annual value of the Other Benefits described in Paragraph 6(a) and (c) above. For purposes of subParagraph (C)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services for Employer’s regular payroll practice over a reasonable period of time as agreed between the Executive and the Employertwenty-four (24) months). Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for CauseCause or disability, death or Disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and the Executive’s employment and this Agreement thereafter terminates terminate within two (2) years pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason:, then, in lieu of the amounts payable under Paragraph 8(b): (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive, provided that Paragraph 8(b)(iv) shall apply to all LTIC awards held by Executive as of the Date of Termination; (ii) The Employer shall pay any Prior Year Bonus to the Executive; (iii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a STIC bonus for the year during which termination occurs, calculated as a prorata pro-rata portion of the Executive’s prior year’s bonus his then current Target Annual Bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iiiiv) The Employer shall pay to the Executive a lump sum payment within thirty an amount equal to three (30) days after such termination of employment in the amount of two (23) times the sum of the following: (A1) the amount of the Executive’s annual base salary Base Salary in effect under Paragraph 3 determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A2) the Executive’s bonus amount, if any, Target Bonus in effect under Paragraph 4 for the calendar year immediately preceding that in which Change in Control or the Date of Termination occurs, or whichever is greater, which amount shall be payable in a lump sum payment within thirty (B30) days after the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs(or, or if such sum would be greater, with respect to in the three (3) calendar years immediately preceding the calendar year of the date of event the Change in Control; plus (C) Control is not a change in ownership or effective control under Code Section 409A, in substantially equal installments in accordance with the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the Executive; plus (II) the annual value of the Other Benefits described in Paragraph 6(a) and (c) above. For purposes of subParagraph (C)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services for Employer’s regular payroll practice over a reasonable period of time as agreed between the Executive and the Employertwenty-four (24) months). Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for CauseCause or disability, death or Disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which termination occurs, calculated as a prorata portion Termination Year. The amount of the Executive’s prior year’s pro-rated bonus amount (if any) based on shall be calculated by multiplying the number Severance Target, by a fraction, the numerator of days elapsed during which is the year through Service Days, and the Date denominator of Terminationwhich is 365; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two one (21) times the sum of the following: (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by Executive under the Executive annual bonus plan with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occursYear, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the ExecutiveExecutive based on annual base salary amount applicable under clause (iii)(A) above; plus (II) the annual value of the Other Benefits fringe benefits and perquisites described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee pension benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive fringe benefits and perquisites described in Paragraph 6(c6(a) for purposes of subParagraph paragraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services counseling from a firm selected by Employer for a reasonable period beginning on the date of time termination of employment and ending on the date Executive is first employed or otherwise providing compensated services of any type, whether as agreed between an employee, independent contractor, owner-employee or otherwise, provided, that in no event shall Executive be entitled to out-placement counseling after the Executive and date which is two (2) years from the Employerdate of termination of employment. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c6(c) by reason of of: (1) the discharge of the Executive by the Employer for any reason (other than for Cause, death ); or Disability, or by reason of (2) the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days Employer shall continue to pay to Executive during the four year period after the Date of Termination, Termination (the Employer shall pay "Change of Control Payment Period") an annual salary equal to the Executive a bonus for the year during which termination occurs, calculated greater of Executive's base salary as a prorata portion of the Executive’s prior year’s bonus amount (if any) based on the number of days elapsed during the year through the Date of TerminationTermination or Executive's base salary during the calendar year immediately preceding the year in which the Change in Control occurred, payable in substantially equal installments in accordance with Employer's regular payroll practices; (iii) The For each fiscal year during the Change in Control Payment Period, Employer shall pay the to Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the followingend of each such fiscal year: (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (AY) the Executive’s 's target bonus amount, if any, under Employer's annual bonus plan for the calendar year immediately preceding that in which the Date of Termination occurs, or (BZ) the average of the sum of the bonus amounts earned by Executive under the Executive annual bonus plan with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s 's Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (CB) (except to the extent coverage is provided pursuant to clause (iv), below) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k40l(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the Executive; plus (II) the annual value of the Other Benefits described in Paragraph 6(a) and 5(a), (c) aboveabove and (g). (iv) During the Change in Control Period, Employer shall provide complete medical, dental, life insurance and accident and disability insurance coverage for Executive at no cost to Executive, said coverage to be the same or equivalent to the coverage provided other Employer executive employees. For purposes of subParagraph paragraph (C)(IB)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “"annual value” " of the executive Executive perquisites described in Paragraph 6(c5(c) for purposes of subParagraph paragraph (C)(II) above B)(II), above, shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) ii), above. The At Executive's option, and provided Executive gives written notice to Employer within one hundred twenty (120) days of the Date of Termination, Employer shall make to Executive within thirty (30) days of Employer's receipt of such notice, a lump sum payment equal the amounts to be paid to Executive pursuant to clauses (ii) and (iii), above (less any sums previously paid to Executive pursuant to such clauses), and shall comply with clause (iv), above, for the remainder of the Change in Control Payment Period. Executive shall also be entitled to outplacement services out-placement counseling from a firm selected by Executive for a reasonable period beginning on the Date of time as agreed between Termination and ending on the date Executive is first employed or otherwise providing compensated services of any type (including, but not limited to, self-employment), provided, that in no event shall Executive be entitled to out-placement counseling after the date which is two (2) years from the Date of Termination, and the Employer. Notwithstanding cost of such services shall not exceed $15,000. (a) the foregoingdischarge of Executive by Employer for any reason (other than for Cause); or (b) the resignation of Executive for Good Reason, and if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reasonthereafter occurs, then the Executive shall be deemed for purposes of this Paragraph 8(c7(c) to have so been terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs and to be entitled to receive the payments described in Paragraph 7(c) if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control. Payments received by Executive pursuant to Paragraph 7(b) prior to the time it is determined that Executive is eligible to receive payments pursuant to Paragraph 7(c) shall be deemed to be additional payments and shall not be deducted from the amounts Executive is to receive pursuant to Paragraph 7(c).

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability, or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata pro rata portion of the Executive’s 's prior year’s 's bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two three (23) times the sum of the following: (A) the amount of the Executive’s 's annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s 's bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s 's Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the Executive; plus (II) the annual value of the Other Benefits described in Paragraph 6(a) and (c) above. For purposes of subParagraph (C)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services for a reasonable period of time as agreed between the Executive and the Employer. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata pro-rata portion of the Executive’s prior year’s his then current target annual bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two and one-half (22.5) times the sum of the following: (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s target bonus amount, if any, under the Employer’s annual bonus plan for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by Executive under the Executive annual bonus plan with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the ExecutiveExecutive based on annual base salary amount applicable under clause (iii)(A) above; plus (II) the annual value of the Other Benefits fringe benefits and perquisites described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee pension benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services for a reasonable period of time as agreed between the Executive and the Employer. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.of

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata pro-rata portion of the Executive’s prior year’s his then current target annual bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the following: (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s target bonus amount, if any, under the Employer’s annual bonus plan for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by Executive under the Executive annual bonus plan with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the ExecutiveExecutive based on annual base salary amount applicable under clause (iii)(A) above; plus (II) the annual value of the Other Benefits fringe benefits and perquisites described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee pension benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive fringe benefits and perquisites described in Paragraph 6(c6(a) for purposes of subParagraph paragraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services counseling from a firm selected by Employer for a reasonable period beginning on the date of time termination of employment and ending on the date Executive is first employed or otherwise providing compensated services of any type, whether as agreed between an employee, independent contractor, owner-employee or otherwise, provided, that in no event shall Executive be entitled to out-placement counseling after the Executive and date which is two (2) years from the Employerdate of termination of employment. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c8(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: : (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; ; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which termination occurs, calculated as a prorata portion Termination Year. The amount of the Executive’s prior year’s pro-rated bonus amount (if any) based on shall be calculated by multiplying the number Severance Target, by a fraction, the numerator of days elapsed during which is the year through Service Days, and the Date denominator of Termination; which is 365; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the following: : (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or plus 9 (B) the average of the sum of the bonus amounts earned by Executive under the Executive annual bonus plan with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occursYear, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus plus (C) the sum of: : (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the ExecutiveExecutive based on annual base salary amount applicable under clause (iii)(A) above; plus plus (II) the annual value of the Other Benefits fringe benefits and perquisites described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee pension benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive fringe benefits and perquisites described in Paragraph 6(c6(a) for purposes of subParagraph paragraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services counseling from a firm selected by Employer for a reasonable period beginning on the date of time termination of employment and ending on the date Executive is first employed or otherwise providing compensated services of any type, whether as agreed between an employee, independent contractor, owner-employee or otherwise, provided, that in no event shall Executive be entitled to out-placement counseling after the Executive and date which is two (2) years from the Employerdate of termination of employment. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c8(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c9(c) to have so terminated pursuant to Paragraph 7(c8(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which termination occurs, calculated as a prorata portion Termination Year. The amount of the Executive’s prior year’s pro-rated bonus amount (if any) based on shall be calculated by multiplying the number Severance Target, by a fraction, the numerator of days elapsed during which is the year through Service Days, and the Date denominator of Terminationwhich is 365; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the following: (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by Executive under the Executive annual bonus plan with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occursYear, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the ExecutiveExecutive based on annual base salary amount applicable under clause (iii)(A) above; plus (II) the annual value of the Other Benefits fringe benefits and perquisites described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee pension benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive fringe benefits and perquisites described in Paragraph 6(c6(a) for purposes of subParagraph paragraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services counseling from a firm selected by Employer for a reasonable period beginning on the date of time termination of employment and ending on the date Executive is first employed or otherwise providing compensated services of any type, whether as agreed between an employee, independent contractor, owner-employee or otherwise, provided, that in no event shall Executive be entitled to out-placement counseling after the Executive and date which is two (2) years from the Employerdate of termination of employment. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c8(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which termination occurs, calculated as a prorata portion Termination Year. The amount of the Executive’s prior year’s pro-rated bonus amount (if any) based on shall be calculated by multiplying the number Severance Target, by a fraction, the numerator of days elapsed during which is the year through Service Days, and the Date denominator of Terminationwhich is 365; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the following: (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by Executive under the Executive annual bonus plan with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occursYear, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the ExecutiveExecutive based on annual base salary amount applicable under clause (iii)(A) above; plus (II) the annual value of the Other Benefits fringe benefits and perquisites described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee pension benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive fringe benefits and perquisites described in Paragraph 6(c6(a) for purposes of subParagraph paragraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services counseling from a firm selected by Employer for a reasonable period beginning on the date of time termination of employment and ending on the date Executive is first employed or otherwise providing compensated services of any type, whether as agreed between an employee, independent contractor, owner-employee or otherwise, provided, that in no event shall Executive be entitled to out-placement counseling after the Executive and date which is two (2) years from the Employerdate of termination of employment. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c8(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c9(c) to have so terminated pursuant to Paragraph 7(c8(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability, or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata pro rata portion of the Executive’s prior year’s bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the following: (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the Executive; plus (II) the annual value of the Other Benefits described in Paragraph 6(a) and (c) above. For purposes of subParagraph (C)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services for a reasonable period of time as agreed between the Executive and the Employer. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in --------------------------- Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s his prior year’s 's bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the following: (A) the amount of the Executive’s 's annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s 's bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s 's Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the Executive; plus (II) the annual value of the Other Benefits described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “"annual value” " of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph paragraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services out-placement counseling from a firm selected by Employer for a reasonable period beginning on the date of time as agreed between termination of employment and ending on the date Executive and is first employed or otherwise providing compensated services of any type (including, but not limited to, self- employment), provided, that in no event shall Executive be entitled to out- placement counseling after the Employerdate which is two (2) years from the date of termination of employment. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) : The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) ; Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata pro-rata portion of the Executive’s prior year’s his then current target annual bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) ; The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two and one-half (22.5) times the sum of the following: (A) : the amount of the Executive’s 's annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) plus the greater of (A) the Executive’s 's target bonus amount, if any, under the Employer's annual bonus plan for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by Executive under the Executive annual bonus plan with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s 's Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) plus the sum of: (I) : the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the ExecutiveExecutive based on annual base salary amount applicable under clause (iii)(A) above; plus (II) plus the annual value of the Other Benefits fringe benefits and perquisites described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee pension benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services for a reasonable period of time as agreed between the Executive and the Employer. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.of

Effect of Change in Control. In the event that a Change in --------------------------- Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) either (a) by reason of the discharge of the Executive Employee by the Employer (other than for Cause, death or Disabilitydisability), or (b) by reason of the resignation of the Executive Employee for Good Reason; with such resignation occurring within one year from the effective date of the Change in Control: (i) The Employer shall pay all Accrued Obligations to the Executive Employee in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the ExecutiveEmployee, notwithstanding any other contract between Employee and Employer, Employer plan or policy to the contrary, all shares granted to Employee under Paragraph 5(b) and (c) shall vest in full upon the termination of this Agreement under the circumstances set forth in Paragraph 8(c); (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive Employee a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s his prior year’s 's bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) The Employer shall pay the Executive Employee a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the following: (A) the amount of the Executive’s Employee's annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s Employee's bonus amount, if any, for the calendar contract year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by the Executive Employee with respect to the three (3) calendar contract years (or such fewer number of years as Executive has been employed) immediately preceding the calendar contract year in which the Executive’s Employee's Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar contract years immediately preceding the calendar contract year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-non- qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the ExecutiveEmployee; plus (II) the annual value of the Other Benefits described in Paragraph 6(a6(c) and (ce) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar contract year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar contract year immediately preceding the Date of Termination. The “"annual value” " of the executive Employee perquisites described in Paragraph 6(c6(e) for purposes of subParagraph paragraph (C)(IIC)(I) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive Employee shall also be entitled to outplacement services out-placement counseling from a firm selected by Employer for a reasonable period beginning on the date of time as agreed between termination of employment and ending on the Executive and date Employee is first employed or otherwise providing compensated services of any type (including, but not limited to, self-employment), provided, that in no event shall Employee be entitled to out-placement counseling after the Employerdate which is two (2) years from the date of termination of employment. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive Employee by the Employer Employer, other than for Cause, Cause or death or Disability disability, or by reason of the resignation of the Executive Employee for Good Reason, then the Executive Employee shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive Employee that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s his prior year’s 's bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two three (23) times the sum of the following: (A) the amount of the Executive’s 's annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s 's bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s 's Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the Executive; plus (II) the annual value of the Other Benefits described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination; it being understood that any forgiveness of accumulated interest under the terms of that certain loan agreement between the Employer and the Executive shall not be deemed a contribution or accrual to or under an employee benefit plan for purposes hereof. The “"annual value” " of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph paragraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services out-placement counseling from a firm selected by Employer for a reasonable period beginning on the date of time as agreed between termination of employment and ending on the date Executive and is first employed or otherwise providing compensated services of any type (including, but not limited to, self-employment), provided, that in no event shall Executive be entitled to out-placement counseling after the Employerdate which is two (2) years from the date of termination of employment. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) 1. The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) 2. Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s his prior year’s 's bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) 3. The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two three (23) times the sum of the following: (A) a. the amount of the Executive’s 's annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) b. the greater of (A) the Executive’s 's bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s 's Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) c. the sum of: (I1) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the Executive; plus (II2) the annual value of the Other Benefits described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination; it being understood that any forgiveness of accumulated interest under the terms of that certain loan agreement between the Employer and the Executive shall not be deemed a contribution or accrual to or under an employee benefit plan for purposes hereof. The “"annual value” " of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph paragraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services out-placement counseling from a firm selected by Employer for a reasonable period beginning on the date of time as agreed between termination of employment and ending on the date Executive and is first employed or otherwise providing compensated services of any type (including, but not limited to, self- employment), provided, that in no event shall Executive be entitled to out- placement counseling after the Employerdate which is two (2) years from the date of termination of employment. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for Termination Year. The amount of the year during which termination occurs, pro-rated bonus shall be calculated as a prorata portion of by dividing the Executive’s prior year’s bonus amount (if any) based on Severance Target, divided by the number of days elapsed during the year through the Date of Termination;Service Days. (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two one (21) times the sum of the following: (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by Executive under the Executive annual bonus plan with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occursYear, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the ExecutiveExecutive based on annual base salary amount applicable under clause (iii)(A) above; plus (II) the annual value of the Other Benefits fringe benefits and perquisites described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee pension benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive fringe benefits and perquisites described in Paragraph 6(c6(a) for purposes of subParagraph paragraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services counseling from a firm selected by Employer for a reasonable period beginning on the date of time termination of employment and ending on the date Executive is first employed or otherwise providing compensated services of any type, whether as agreed between an employee, independent contractor, owner-employee or otherwise, provided, that in no event shall Executive be entitled to out-placement counseling after the Executive and date which is two (2) years from the Employerdate of termination of employment. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) 1. The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) 2. Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s his prior year’s 's bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) 3. The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the following: (A) a. the amount of the Executive’s 's annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) b. the greater of (A) the Executive’s 's bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s 's Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) c. the sum of: (I1) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the Executive; plus (II2) the annual value of the Other Benefits described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “"annual value” " of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph paragraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services out-placement counseling from a firm selected by Employer for a reasonable period beginning on the date of time as agreed between termination of employment and ending on the date Executive and is first employed or otherwise providing compensated services of any type (including, but not limited to, self- employment), provided, that in no event shall Executive be entitled to out- placement counseling after the Employerdate which is two (2) years from the date of termination of employment. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) : The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) ; Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata pro-rata portion of the Executive’s prior year’s his then current target annual bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) ; The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the following: (A) : the amount of the Executive’s 's annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) plus the greater of (A) the Executive’s 's target bonus amount, if any, under the Employer's annual bonus plan for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by Executive under the Executive annual bonus plan with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s 's Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) plus the sum of: (I) : the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the ExecutiveExecutive based on annual base salary amount applicable under clause (iii)(A) above; plus (II) plus the annual value of the Other Benefits fringe benefits and perquisites described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee pension benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “"annual value” " of the executive fringe benefits and perquisites described in Paragraph 6(c6(a) for purposes of subParagraph paragraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services counseling from a firm selected by Employer for a reasonable period beginning on the date of time termination of employment and ending on the date Executive is first employed or otherwise providing compensated services of any type, whether as agreed between an employee, independent contractor, owner-employee or otherwise, provided, that in no event shall Executive be entitled to out-placement counseling after the Executive and date which is two (2) years from the Employerdate of termination of employment. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) : The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) ; Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata pro-rata portion of the Executive’s prior year’s his then current target annual bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) ; The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two three (23) times the sum of the following: (A) : the amount of the Executive’s 's annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) plus the greater of (A) the Executive’s 's target bonus amount, if any, under the Employer's annual bonus plan for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by Executive under the Executive annual bonus plan with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s 's Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) plus the sum of: (I) : the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the ExecutiveExecutive based on annual base salary amount applicable under clause (iii)(A) above; plus (II) plus the annual value of the Other Benefits fringe benefits and perquisites described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee pension benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services for a reasonable period of time as agreed between the Executive and the Employer. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.of

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates within two (2) years pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) The Employer shall pay any Prior Year Bonus to the Executive; (iii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a STIC bonus for the year during which termination occurs, calculated as a prorata pro-rata portion of the Executive’s prior year’s bonus his then current Target Annual Bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iiiiv) The Employer shall pay to the Executive a lump sum payment within thirty an amount equal to three (30) days after such termination of employment in the amount of two (23) times the sum of the following: (A) the amount of the Executive’s annual base salary Base Salary in effect under Paragraph 3 determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s bonus amount, if any, Target Bonus in effect under Paragraph 4 for the calendar year immediately preceding that in which Change in Control or the Date of Termination occurs, or whichever is greater, which amount shall be payable in a lump sum payment within thirty (B30) days after the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs(or, or if such sum would be greater, with respect to in the three (3) calendar years immediately preceding the calendar year of the date of event the Change in Control; plus (C) Control is not a change in ownership or effective control under Code Section 409A, in substantially equal installments in accordance with the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the Executive; plus (II) the annual value of the Other Benefits described in Paragraph 6(a) and (c) above. For purposes of subParagraph (C)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services for Employer’s regular payroll practice over a reasonable period of time as agreed between the Executive and the Employertwenty-four (24) months). Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for CauseCause or disability, death or Disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s his then current target annual bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two three (23) times the sum of the following: (A) the amount of the Executive’s 's annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s 's target bonus amount, if any, under the Employer's annual bonus plan for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by Executive under the Executive annual bonus plan with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s 's Date of Termination occurs, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the Executive; plus (II) the annual value of the Other Benefits described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “"annual value” " of the executive perquisites described in Paragraph 6(c) for purposes of subParagraph paragraph (C)(IIC)(I) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services out-placement counseling from a firm selected by Employer for a reasonable period beginning on the date of time as agreed between termination of employment and ending on the date Executive and is first employed or otherwise providing compensated services of any type (including, but not limited to, self- employment), provided, that in no event shall Executive be entitled to out- placement counseling after the Employerdate which is two (2) years from the date of termination of employment. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for Termination Year. The amount of the year during which termination occurs, pro-rated bonus shall be calculated as a prorata portion of by dividing the Executive’s prior year’s bonus amount (if any) based on Severance Target, divided by the number of days elapsed during the year through the Date of TerminationService Days; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two (2) times the sum of the following: (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by Executive under the Executive annual bonus plan with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occursYear, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the ExecutiveExecutive based on annual base salary amount applicable under clause (iii)(A) above; plus (II) the annual value of the Other Benefits fringe benefits and perquisites described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee pension benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive fringe benefits and perquisites described in Paragraph 6(c6(a) for purposes of subParagraph paragraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services counseling from a firm selected by Employer for a reasonable period beginning on the date of time termination of employment and ending on the date Executive is first employed or otherwise providing compensated services of any type, whether as agreed between an employee, independent contractor, owner-employee or otherwise, provided, that in no event shall Executive be entitled to out-placement counseling after the Executive and date which is two (2) years from the Employerdate of termination of employment. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for Termination Year. The amount of the year during which termination occurs, pro-rated bonus shall be calculated as a prorata portion of by dividing the Executive’s prior year’s bonus amount (if any) based on Severance Target, divided by the number of days elapsed during the year through the Date of Termination;Service Days. (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two and one-half (22.5) times the sum of the following: (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greater; plus (B) the greater of (A) the Executive’s bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (B) the average of the sum of the bonus amounts earned by Executive under the Executive annual bonus plan with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occursYear, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of the Change in Control; plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the ExecutiveExecutive based on annual base salary amount applicable under clause (iii)(A) above; plus (II) the annual value of the Other Benefits fringe benefits and perquisites described in Paragraph 6(a) and (c) above. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee pension benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of the Change in Control, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive fringe benefits and perquisites described in Paragraph 6(c6(a) for purposes of subParagraph paragraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services counseling from a firm selected by Employer for a reasonable period beginning on the date of time termination of employment and ending on the date Executive is first employed or otherwise providing compensated services of any type, whether as agreed between an employee, independent contractor, owner-employee or otherwise, provided, that in no event shall Executive be entitled to out-placement counseling after the Executive and date which is two (2) years from the Employerdate of termination of employment. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control.

Effect of Change in Control. In Subject to Paragraph 12, in the event that a Change in Control occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c9(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability, disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which termination occurs, calculated as a prorata portion Termination Year. The amount of the Executive’s prior year’s pro-rated bonus amount (if any) based on shall be calculated by multiplying the number Severance Target, by a fraction, the numerator of days elapsed during which is the year through Service Days, and the Date denominator of Terminationwhich is 365; (iii) The Employer shall pay the Executive a lump sum payment within thirty (30) days after such termination of employment in the amount of two and one-half (22.5) times the sum of the following: (A) the amount of the Executive’s annual base salary determined as of the Date of Termination, or the date immediately preceding the date of the Change in Control, whichever is greatergreater (in each case determined without regard for any reduction constituting Good Reason); plus (B) the greater amount of (A) the Executive’s annual bonus amount, if any, for the calendar year immediately preceding that in which the Date of Termination occurs, or (Bdetermined by (1) the average of the sum of the bonus amounts earned by Executive under the Executive annual bonus plan with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occursYear, or if such sum would be greater, with respect to the three (3) calendar years immediately preceding the calendar year of the date of in which the Change in ControlControl occurs, or (2) if the Executive has been employed for less than three (3) calendar years, the Severance Target); plus (C) the sum of: (I) the annual value of the contributions that would have been expected to be made or credited by the Employer to, and benefits expected to be accrued under, the qualified and non-qualified employee profit sharing, 401(k), pension and any other benefit plans maintained by the Employer to or for the benefit of the ExecutiveExecutive based on annual base salary amount applicable under clause (iii)(A) above; plus (II) the annual value of the Other Benefits fringe benefits and perquisites described in Paragraph 6(a) above; and (iv) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the date of termination of employment and ending on the date Executive is first employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided, that in no event shall Executive be entitled to out-placement counseling after the date which is two (c2) aboveyears from the date of termination of employment. For purposes of subParagraph paragraph (C)(I) above, the annual value of the contributions and accruals to or under the employee pension benefit plans shall be determined on the basis of the actual rate of contributions or accruals, as applicable, and the provisions of the plans as in effect during the calendar year immediately preceding the date of calendar year in which the Change in ControlControl occurs, or if the value so determined would be greater, during the calendar year immediately preceding the Date of Termination. The “annual value” of the executive fringe benefits and perquisites described in Paragraph 6(c6(a) for purposes of subParagraph paragraph (C)(II) above shall be deemed to equal 7.5% of the annual base salary amount applicable under clause (iii)(A) above. The Executive shall also be entitled to outplacement services for a reasonable period of time as agreed between the Executive and the Employer. Notwithstanding the foregoing, if a Change in Control occurs and this Agreement is terminated prior to the Change in Control pursuant to Paragraph 7(c9(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall be deemed for purposes of this Paragraph 8(c10(c) to have so terminated pursuant to Paragraph 7(c9(c) immediately following the date the Change in Control occurs if it is reasonably demonstrated by the Executive that such earlier termination was (i) was at the request of a third party who had taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose, or the circumstances that precipitated the termination otherwise arose, in connection with or in anticipation of the Change in Control. To the extent the Executive becomes entitled to amounts and benefits under Paragraph 10(c) pursuant to this paragraph, such amounts and benefits shall be reduced by any severance amounts and benefits paid to or received by the Executive pursuant to paragraph 10(b) (excluding the benefits received by Executive pursuant to Paragraph 10(b)(iv)) and the Employer (or the successor thereto) shall pay such additional severance amounts to the Executive in a lump sum payment within thirty (30) days following the date of the Change in Control or, if later, the date the Executive demonstrates he is entitled to such amounts pursuant to this paragraph.