Common use of Good Reason; Other Than for Cause, Death or Disability Clause in Contracts

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination; (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher greater of (Ia) the Recent Annual 1997 Target Bonus and (IIb) the Annual Bonus paid or payable, including any Executive's highest target annual bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting that begins both subsequent to 1997 and within 3 years prior to the Date of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any Termination (such higher amount being referred to as greater amount, the "Highest Annual Target Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three 3 and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Target Bonus; and C. an amount equal to the excess of difference between (a) the actuarial equivalent of the aggregate benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan plans (collectively, the "Retirement Plan") and any excess or supplemental defined benefit retirement plans in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISPSERP") which the Executive would receive have accrued (whether or not vested) if the Executive's employment had continued for three 3 years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming (based on the assumption that the Executive's compensation in each of the three 3 years is following such termination would have been that required by Section 4(b)(i) and Section 4(b)(ii), over ) and (b) the actuarial equivalent of the Executive's actual benefit (paid or payable)vested benefit, if any, of the Executive under the Retirement Plan and the SISP SERP, determined as of the Date of Termination (with the foregoing amounts to be computed on an actuarial present value basis using actuarial assumptions no less favorable to the Executive than the most favorable of those in effect for purposes of computing benefit entitlements under the Retirement Plan and the SERP at any time from the day before the Effective Date) through the Date of Termination; (ii) for three 3 years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For , and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three 3 years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive's sole discretion; provided, however, that the Company shall not be obligated to provide such services for a period of more than one year after the Date of Termination or at an aggregate cost in excess of $20,000; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason: (i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after on the Date of Termination the aggregate of the following amounts: A. (A) the sum of (1i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) the product of (x) the higher of (I) the Recent Executive's highest bonus earned under the Company's Annual Bonus Incentive Plan or any successor plan (excluding any extraordinary or nonrecurring bonus and any bonus under the special performance-based cash incentive program (as disclosed in the Company's Proxy dated April 29, 2005)), for the last three full fiscal years prior to the Effective Date (or for such lesser number of full fiscal years prior to the Effective Date for which the Executive was eligible to earn such of bonus, and annualized in the case of any bonus earned for a partial fiscal year) and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as amount, the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365, and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2ii) and (iii), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. (B) the amount equal to the product of (1i) three and (2ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and; C. an amount equal to the excess of (a2) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that later of: (x) the Executive's compensation in each Date of the three years is that required by Section 4(b)(iTermination; or (y) and Section 4(b)(ii), over (b) the actuarial equivalent expiration of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination; (ii) for three years after COBRA benefits rights following the Executive's Date of Termination, (or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy), the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its the affiliated companies and their families, provided, however, that that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii3) all options granted by L-3 to the Executive will be treated in a manner consistent with the provisions of the applicable L-3 plan under which such options have been granted; (4) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive's sole discretion; anddiscretion provided, that the cost of such outplacement shall not exceed $100,000; (iv5) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies the Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as benefits, the "Other Benefits"); and (6) all account balances under the Company's deferred compensation plan, or any successor thereto, shall immediately and fully vest as of the Executive's Date of Termination and the Executive will be paid an amount equal to 120% of the amount of any Company matching or profit-sharing contributions made to the Executive's account under the Company's 401(k) plan prior to the date of the Executive's termination of employment that are unvested as of such date, in which the Executive fails to vest due to the termination of Executive's employment (or, in lieu of such payment if permissible under the applicable 401(k) plan, the Executive shall become vested in any such then-unvested contributions).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Service Period, the Company shall terminate causes the Executive's employment Executive to Separate from Service other than for Cause or Disability Disability, or the Executive shall terminate employment voluntarily Separate from Service for Good Reason: (i) Reason as described in Subsection 3(c), the Company shall pay to the Executive Executive: (i) The amounts set forth in a lump paragraphs A and B below. A. The sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:(“Accrued Obligations”): A. the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination Separation from Service to the extent not theretofore paid, payable on the next regularly scheduled payroll date (or such earlier date as required by law), (2) an amount equal to the product greatest of (x) the higher of (I) Executive’s target annual bonus under the Recent Annual Bonus and (II) Plan for the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during in which the Executive was employed for less than twelve full monthsSeparation from Service occurs (“Target Bonus”), the Executive’s annual bonus under the Bonus Plan for the most recently completed current fiscal year during based on performance through date of separation, or the Employment Period, if any Executive’s average annual bonus under the Bonus Plan for the last three fiscal years ending prior to the Separation from Service (such higher amount being referred to as the "Highest “Average Annual Bonus") and (y) ”), multiplied by a fraction, the numerator of which is the number of days in the current fiscal year through the Date of TerminationSeparation from Service, and the denominator of which is 365 and 365, payable in a lump sum on the 30th day following the Separation from Service, (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), paid in accordance with the Executive’s deferral elections in effect under any such deferral program, plus (4) and any accrued but unpaid vacation pay, paid in each case to a lump sum on the extent not theretofore paid 30th day following the Separation from Service (the sum of the amounts described in clauses (1or such earlier date as required by law), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and. B. the The amount equal to the product of (1I) three and two multiplied by (2II) the sum of (x) the Executive's ’s Annual Base Salary and plus (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent greater of the Executive's actual benefit (’s Average Annual Bonus or Target Bonus, which shall be paid or payable), if any, under in a lump sum on the Retirement Plan and 30th day following the SISP as of the Date of Termination;Separation from Service. (ii) Reimbursement for three years after the additional premium costs incurred by the Executive's Date of Termination, or such longer period as may be provided by the terms in excess of the appropriate planactive employee rate for the Executive’s peer group, program, practice or policyto continue group medical coverage for the Executive and/or the Executive’s family under Section 4980B of the Code and applicable state laws (“COBRA”) for the maximum period of time as permitted by law. The Executive shall submit to the Company satisfactory evidence of premium costs incurred within 30 days following the date such costs were incurred. Within 30 days following receipt of such evidence, the Company shall continue benefits pay to the Executive such reimbursement, plus additional severance pay in an amount such that the net amount of such reimbursement and additional severance pay, after all applicable tax withholding, equals the difference between the full COBRA premium and the premium charged to active employees in Executive’s peer group. Following the end of COBRA coverage, the Company shall reimburse the Executive for the additional premium costs incurred by the Executive, in excess of the former employee COBRA rate for the Executive’s peer group, for the purchase of an individual insurance policy providing medical coverage to the Executive and/or the Executive's ’s family which is substantially similar to the coverage provided by the Company’s group medical plan. In no event shall the combined period of reimbursable coverage under COBRA and any individual insurance policy exceed two (2) years from Separation from Service. (iii) For a period of up to two (2) years after the Separation from Service, monthly outplacement services at least equal to those which would have been reasonable levels as provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their familiesor the applicable Affiliated Company, for the purpose of assisting the Executive to seek a new position; provided, however, that if the Company shall have no further obligations to provide such outplacement services once the Executive becomes reemployed has accepted a position with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; andany third party. (iv) Notwithstanding anything to the contrary set forth in any stock option plans pursuant to which the Executive has been granted any stock options or other rights to acquire securities of the Company or its Affiliates, as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (the “Plans”), any option or right granted to the Executive under any of the Plans shall be exercisable by the Executive until the earlier of (A) the date on which the option or right terminates in accordance with the terms of its grant, or (B) the expiration of 12 months after the Separation from Service. (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Affiliated Companies (such other amounts and benefits shall hereinafter be hereinafter referred to collectively as the "“Other Benefits"”). (vi) Notwithstanding anything to the contrary contained in any employment agreement, benefit plan or other document, in the event the Executive incurs a Separation from Service during the Service Period by the Executive for Good Reason or by the Company other than for Cause or Disability, on and after the Separation from Service the Executive shall not be bound or prejudiced by any non-competition agreement benefiting the Company or its Affiliated Companies.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause Cause, Death or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher this amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the An amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and plus Annual Cash Bonus (ybased on the adjusted EV bonus amount for the Fiscal Year in which the Date of Termination occurs, the "Adjusted EV Bonus") for the Highest Annual Bonusremaining Employment Period; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectivelytogether, the "SISPSERP") which the Executive would receive if the Executive's employment continued for three years after until the Date end of Termination the Employment Period assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years periods is that required by Section 4(b)(i3(b) and Section 4(b)(ii)that the Executive's Annual Cash Bonus for such years is the Adjusted EV Bonus, over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination; (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide welfare benefits to the Executive and/or and his dependants until the Executive's family at least equal to those which would have been end of the Employment Period on the same basis that such benefits were provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable him immediately prior to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretionTermination; and (iviii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: : (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: : A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and and B. the amount equal to the product of (1) three and the Multiple, (2) the sum of (x) the Executive's Annual Base Salary and Salary, (y) the Highest Annual BonusBonus and (z) the aggregate amount of the employer contributions made with respect to the most recently completed plan year before the Date of Termination to the Executive's account(s) in the Company's Savings and Investment Plan and Savings and Investment Restoration Plan and any successor or other qualified defined contribution plan sponsored by the Company or any of its affiliated companies in which the Executive participated and any related nonqualified plans; and and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Retirement Income Plan for Non-Bargaining Unit Employees and/or and any successor or other Company-sponsored qualified defined benefit retirement plan in which sponsored by the Executive participates Company or any of its affiliated companies (such plans collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Retirement Income Security Restoration Plan and/or and any successor or other Company-sponsored nonqualified excess or supplemental defined benefit retirement plan in which the Executive participates (collectivelytogether, the "SISPSERP") which the Executive would receive if the Executive's employment continued for three a number of years equal to the Multiple after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three such years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination; ; (ii) for three a number of years equal to the Multiple after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three the expiration of a number of years after the Date of Termination equal to the Multiple and to have retired on the last day of such period; ; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretionreasonable and consistent with industry practice for similarly situated executives; and and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason: (i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. (A) the sum of (1i) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as amount, the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365, and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2ii) and (iii), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and; B. (B) the amount equal to the product of (1i) three two and (2ii) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and C. (C) an amount equal to the excess of (ai) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored ’s qualified defined benefit retirement plan in which (the Executive participates (collectively, the "“Retirement Plan"”) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), ) and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP"“SERP”) which that the Executive would receive if the Executive's ’s employment continued for three two years after the Date of Termination Termination, assuming for this purpose that all accrued benefits are fully vested, and, vested and assuming that the Executive's ’s compensation in each of the three two years is that required by Section 4(b)(iSections 3(b)(1) and Section 4(b)(ii3(b)(2), over (bii) the actuarial equivalent of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination; (ii2) for three two years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement and 3(b)(6) if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies the Affiliated Companies and their families, provided, however, that that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three two years after the Date of Termination and to have retired on the last day of such period; (iii3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive’s sole discretiondiscretion provided, that the cost of such outplacement shall not exceed $50,000; (4) notwithstanding any provision in an award agreement to the contrary, effective as of the Date of Termination, (1) each and every stock option, restricted stock award, restricted stock unit award and other equity-based award and performance award that is outstanding as of the Date of Termination, (each, a “Compensatory Award”) shall immediately vest and become exercisable, and (2) to the extent applicable, the term during which each and every Compensatory Award may be exercised by the Executive shall be extended until the date upon which the right to exercise any Compensatory Award would have expired if the Executive had continued to be employed by the Company for the full term of such Compensatory Award, provided, that this Section 5(a)(4) shall not apply to any Compensatory Award outstanding as of the Date of Termination under the Company’s 1997 Employee Stock Purchase Plan (or any successor thereto). The applicable award agreements for the Compensatory Awards are hereby amended to the extent necessary to implement this Section 5(a)(4); and (iv5) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Other Benefits (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"defined in Section 6).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability Disability, or the Executive shall terminate employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (i) the Company shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual ’s Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) Executive’s highest annual bonus from the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payableCompany, including any bonus or portion thereof which has been earned but deferred (and annualized deferred, for any of the last three full fiscal year consisting years prior to the Date of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any Termination (such higher amount being referred to as the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and 365, (3) any accrued vacation pay to the extent not theretofore paid, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (34) shall be hereinafter referred to as the "“Accrued Obligations"”); and B. the amount equal to the product of (1) three and two (2) the sum of (x) the times Executive's ’s Annual Base Salary and (y) at the Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those rate in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of on the Date of Termination; (ii) for three a period of two (2) years after from the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family that are at least equal equal, on an after-tax basis, to those which would have been provided to them in accordance with the plans, programs, practices medical and policies other welfare plans described in Section 4(b)(iv) of this Agreement if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, terminated; provided, however, that if the Executive becomes reemployed re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility ; and (but not the time of commencement of benefitsiii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after as of the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by immediately and fully vested as of the Executive Date of Termination and, in his sole discretionthe case of stock options, shall be fully exercisable as of the Date of Termination; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason: (i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. (A) the sum of (1i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) the product of (x) the higher of (I) the Recent Annual Target Bonus and (II) the Annual Bonus actually paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during before the Employment PeriodDate of Termination, if any (such higher amount being referred to as amount, the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365, and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2ii) and (iii), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and; B. (B) the amount equal to the product of (1i) three two and (2ii) the sum of (x) the Executive's Annual Base Salary and Salary, (y) the Highest Annual BonusBonus and (z) the average employer contributions credited to the Executive's accounts in the Company's Employee 401(k) Savings Plan, Defined Contribution Plan and Employee Stock Purchase Plan, the defined contribution portion of the Company's Replacement Plan, and any other or successor defined contribution pension plans in which the Executive participates, for the three most recent plan years ended before the Effective Date or, if higher, for the three most recent plan years ended before the Date of Termination; and C. (C) an amount equal to the excess of (ai) the actuarial equivalent present value of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan, if any, the Company's Executive Retirement Plan, the defined benefit portion of the Company's Replacement Plan, and any other or successor nonqualified defined benefit pension plan in which the Executive participates (collectively, the "Retirement PlanPlans") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which that the Executive would receive if the Executive's employment continued for three two years after the Date of Termination Termination, assuming for this purpose that all accrued benefits are fully vested, and, vested and assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(iSections 3(b)(1) and Section 4(b)(ii3(b)(2), over (bii) the actuarial equivalent present value of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP Plans as of the Date of Termination, including without limitation any amounts paid in connection with or as a result of the occurrence of the Change of Control, with such actuarial present values in each case being determined in accordance with Schedule I hereto; (ii2) for three two years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue medical and welfare benefits to the Executive and/or the Executive's family family, and tax and financial planning services and executive physicals for the Executive, at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement and Section 3(b)(6), as applicable, if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies the Affiliated Companies and their families, provided, however, that that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For ; and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; and provided, further, that the period of the continuation coverage required by Section 4980B of the Code shall run concurrently with the continued coverage under this Section 5(a)(2); (iii3) the Company shall, at its sole expense as incurred, provide shall cause all stock options that the Executive then holds (whether or not such stock options are otherwise exercisable) ("Options") to be exercisable from the Date of Termination through the 90th day thereafter; provided, that any tax benefit provisions with outplacement services respect to any Options shall apply; and provided, further, that if as a result of such acceleration, any Options that were incentive stock options within the scope and provider meaning of which Section 422 of the Code cease to qualify as incentive stock options, such Options shall be selected treated as non-qualified stock options, and the Company shall pay to the Executive, upon exercise of such Options, an additional cash payment equal to the tax benefit to be received by the Executive in his sole discretionCompany attributable to its federal income tax deduction resulting from the exercise of such Options; and (iv4) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies the Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as benefits, the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason: (i) Subject to Section 9 hereof, the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the : [a] The sum of (1) [i] the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) [ii] the product of (x) the higher of (I) the Recent Average Annual Bonus and (II) the Recent Annual Bonus paid or payable, including any bonus if any, which amount shall be calculated in accordance with section 4(b)(ii) above except that the five or portion thereof which has been earned but deferred (and annualized for any fiscal one year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months)period, for as applicable, shall end with the most recently completed fiscal year during prior to the Employment Period, if any Date of Termination (such higher amount being referred to as the "Highest Annual Bonus") ), and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and [iii] any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1)[i], (2), [ii] and (3) [iii] shall be hereinafter referred to as the "Accrued Obligations")) and subject to ordinary tax withholding and all required deductions; and B. the and [b] The amount equal to the product of to: (1i) three and two (2) the sum years of (x) the Executive's Annual Base Salary and as of the Date of Termination plus (yii) the Highest Annual Bonus, subject to ordinary tax withholding and all required deductions; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination; (ii) for three For a period of two (2) years after the Executive's Date of TerminationTermination (such period of time is referred to herein as the "Benefit Period"), or such longer period as may be provided the Company shall, to the extent permitted by the terms and conditions of the appropriate any relevant plan, program, practice program or policy, the Company shall continue benefits paying its normal portion of Executive's medical, dental and health insurance premiums pursuant to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives provisions of the Company Consolidated Omnibus Budget Reconciliation Act ("COBRA"), provided that Executive first timely elects to continue such coverage under COBRA, and its affiliated companies and their families, subject to any federal COBRA premium subsidies (if any) for which Executive may be eligible; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility Additionally, during the Benefit Period, the Company will also continue Employee's life insurance and disability coverage and other benefits (but not other than the time of commencement of benefitsmedical and other welfare benefits covered by the foregoing sentence) of under the Executive for retiree plans, programs, practices and policies described in Section 4(b)(iv) above, to the extent permitted under such applicable plans, programs, practices and policies, and will pay to the Employee the fringe benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered Section 4(b)(vi) which have accrued prior to have remained employed until three years after the Date of Termination and to have retired on the last day of such period;Termination. (iii) the The Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies companies, including, without limitation, any retirement plan, supplemental retirement plan, deferred compensation plan or other arrangement (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (v) To the extent not otherwise vested, the Executive shall immediately vest in any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason: (i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. (A) the sum of (1i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) the product of (x) the higher of (I) the Recent Highest Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 and 365, reduced (3but not below zero), if the Date of Termination occurs in the same fiscal year as the Change of Control, by the Executive's Bonus Payment Amount, (iii) if elected by the Executive, any compensation previously deferred by the Executive under the Company's Supplemental Savings Plan, Incentive Bonus Plan and/or Stock Equivalent Unit Plan (together with any accrued interest or earnings thereon), and (iv) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2ii), (iii) and (3) shall be hereinafter referred to as iv), the "Accrued Obligations"); and B. (B) the amount equal to the product of (1i) three and (2ii) the sum of (x) the Executive's Annual Base Salary and (y) the Executive's Highest Annual Bonus; and C. (C) if elected by the Executive within 60 days following execution of this Agreement and prior to the Effective Date, in lieu of and substitution for the applicable portion of the Executive's monthly benefit otherwise payable under the final paragraph of Article IV, Section 1 or paragraph (a) of Article V, Section 3 of the Company's Retirement Plan and the final paragraph of Section 3 of Supplemental Retirement Plan (collectively, the "Retirement Plans"), an amount equal to the excess of (ai) the lump sum actuarial equivalent of (utilizing the benefit interest rate and mortality table in effect for lump sum distributions under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and determined assuming benefit commencement as of the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined Date of Termination) of the benefit retirement plan in which under the Executive participates (collectively, the "SISP") which Retirement Plans that the Executive would receive if the Executive's employment continued for three years after the Date of Termination Termination, assuming for this purpose that all accrued benefits are fully vested, and, vested and assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) the Annual Base Salary and Section 4(b)(ii)Highest Annual Bonus, over (bii) the lump sum actuarial equivalent (determined in the same manner as in clause (i) above) of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP Plans as of the Date of TerminationTermination without regard to such three years' compensation and service; (ii2) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue welfare benefits to the Executive and/or the Executive's family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies the Affiliated Companies and their families, provided, however, that that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining the Executive's eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such welfare plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on Termination, provided, however, that the last day Executive's commencement of such periodretiree benefits shall not be any sooner than the Executive's earliest retirement date under the Retirement Plans; (iii3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive's sole discretion; and (iv4) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies the Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as benefits, the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause Cause, Death or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) target bonus for the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any then current fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and B. the amount equal to the product of (1) three two and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Average Annual Bonus; and C. an amount . The Average Annual Bonus is equal to the excess of (a) the actuarial equivalent average of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates bonus paid (collectively, the "Retirement Plan"or payable) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under for the Company's Retirement Plan immediately three prior full fiscal years (or, if fewer, the number of full fiscal years the Executive was employed by the Company prior to the Effective Date); provided that if the Executive was not eligible to participate in an annual bonus program for at least one full fiscal year, and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan Average Annual Bonus shall be the Executive’s target bonus for the year in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's termination of employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination;occurs. (ii) for three years 24 months after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement (excluding any savings and/or retirement plans) if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years 24 months after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (iv) the Company shall timely reimburse the Executive up to $12,500 each year (an aggregate of $25,000) for expenses incurred in connection with outplacement services and relocation costs incurred in connection with obtaining new employment outside the State of Maine until the earlier of (i) 24 months following the termination of Executive’s employment or (ii) the date the Executive secures full time employment.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 (the “Pro Rata Bonus”), and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and B. the amount equal to the product of (1) three and (2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and C. an the amount equal to the excess product of (a1) sum of (x) the actuarial equivalent of the benefit annual COBRA premiums for coverage under the Company's Pension Plan ’s health care plans and (y) the annual premium for Non-Bargaining Unit Employees and/or any other coverage (based on the rate paid by the Company for active employees) under the Company-sponsored qualified defined benefit retirement plan ’s life insurance plans, in each case, based on the plans in which the Executive participates as of the Date of Termination (collectivelyor, the "Retirement Plan") (utilizing actuarial assumptions no less if more favorable to the Executive than those Executive, the plans as in effect under the Company's Retirement Plan immediately prior to the Effective Date), and (2) three; and D. the amount equal to the sum of all Company contributions to which the Executive is eligible as of immediately prior to the Effective Date (or, if more favorable, the Date of Termination) under the Company's Supplemental Income Security Plan and/or ’s qualified defined contribution plans and any other Company-sponsored excess or supplemental defined benefit retirement plan contribution plans (and any successor plans thereto) in which the Executive participates as of the Effective Date (collectivelyor, if more favorable, the "SISP"Date of Termination) which (together, the “DC SERPs”) that the Executive would be eligible to receive if the Executive's ’s employment continued for three years after the Date of Termination Termination, assuming for this purpose that all accrued (1) the Executive’s benefits under such plans are fully vested, and, assuming that (2) the Executive's ’s eligible compensation for purposes of such plans in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii)) and that such amounts are paid in equal monthly installments over such three-year period, over (b3) to the actuarial equivalent extent that the Company contributions are determined based on the contributions or deferrals of the Executive's actual benefit , that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Effective Date (paid or payableor, if more favorable, the Date of Termination), if anyand (4) to the extent that the Company contributions are discretionary, assuming such contributions are made at the rate of any discretionary contributions made by the Company during the plan year immediately preceding the Effective Date); and (ii) all accrued benefits under any excess or supplemental defined benefit plan of the Retirement Plan and Company in which the SISP Executive participates (or is otherwise being credited with service for purposes of vesting as of the Date of Termination) and all account balances under the DC SERPs shall fully vest as of the Date of Termination, in each case, to the extent the Executive participates (or previously participated) in any such plans; (iiiii) for the Company shall take such actions as are necessary to cause the Executive and/or the Executive’s family to continue to be eligible to participate in the Company’s health care and life insurance benefit plans that the Executive would be eligible to participate in if the Executive continued as an active employee three years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policypolicy (the “Benefit Continuation Period”), with the Executive to pay (A) the COBRA premiums for participation in the Company’s health care plans and (B) the premium rate applicable to active employees of the Company for participation in the Company’s life insurance plans, to the extent the Executive elects in writing to continue such coverage within 60 days after the Date of Termination. Following the end of the period (during the Benefit Continuation Period) in which the Executive continues participation in the Company’s healthcare plans, the Executive shall be eligible for continued health coverage as required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of such period, and the Company shall continue take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section 6(a)(iii) and to cause the Executive and/or period of COBRA Coverage to commence at the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives end of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibilityBenefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for access to retiree welfare benefits pursuant to such plansthe retiree welfare benefit plans of the Company as in effect as of the Date of Termination (or, practicesif more favorable to the Executive, programs and policiesthe plans as in effect when the Executive ceases participating in the Company’s plans during the Benefit Continuation Period), the Executive shall be considered to have remained employed until three years after (for purposes of both age and service credit) for the Date period (during the Benefit Continuation Period) in which the Executive continues participation in the Company’s health care and life insurance plans (as provided in the first sentence of Termination this Section 6(a)(iii)) and to have retired on the last day of such period, and the Company shall take such actions as are necessary to cause the Executive to be eligible to commence participating in the applicable retiree welfare benefit plans as of the applicable benefit commencement date; (iiiiv) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive’s sole discretion; provided that the cost of such outplacement shall not exceed $50,000; and provided, further, that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (ivv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies the Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”) in accordance with the terms of the underlying plans, program, policy or practice or contract or agreement. Notwithstanding the foregoing provisions of this Section 6(a)(i) and except as otherwise provided in Section 12(c) with respect to an Anticipatory Termination, in the event that the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a “Specified Employee”), amounts that would otherwise be payable and benefits that would otherwise be provided under Section 6(a)(i) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), or provided on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A of the Code (the “409A Payment Date”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause Cause, Death or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) [two or three times, per attached Schedule] and (2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which of the Executive participates Company or any of its affiliated companies (collectively, the "“Retirement Plan"”) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan of the Company or any of its affiliated companies in which the Executive participates (collectivelytogether, the "SISP"“BRP”) which the Executive would receive if the Executive's ’s employment continued for three 3 years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's ’s compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan and the SISP BRP as of the Date of Termination; (ii) for three years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three 3 years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason: (i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. (A) the sum of (1i) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as amount, the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365, and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2ii) and (iii), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and; B. (B) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and C. (C) an amount equal to the excess of (ai) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored ’s qualified defined benefit retirement plan in which (the Executive participates (collectively, the "“Retirement Plan"”) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), ) and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP"“SERP”) which that the Executive would receive if the Executive's ’s employment continued for three years one year after the Date of Termination Termination, assuming for this purpose that all accrued benefits are fully vested, and, vested and assuming that the Executive's ’s compensation in each of the three years such year is that required by Section 4(b)(iSections 3(b)(1) and Section 4(b)(ii3(b)(2), over (bii) the actuarial equivalent of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination; (ii2) for three years one year after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement and 3(b)(6) if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies the Affiliated Companies and their families, provided, however, that that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years one year after the Date of Termination and to have retired on the last day of such period; (iii3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive’s sole discretiondiscretion provided, that the cost of such outplacement shall not exceed $50,000; (4) notwithstanding any provision in an award agreement to the contrary, effective as of the Date of Termination, (1) each and every Compensatory Award that is outstanding as of the Date of Termination shall immediately vest in full and become exercisable or payable and be released from any repurchase or forfeiture rights, and (2) to the extent applicable, the term during which each and every such Compensatory Award may be exercised by the Executive shall be extended until the date upon which the right to exercise any Compensatory Award would have expired if the Executive had continued to be employed by the Company for the full term of such Compensatory Award, provided, that this Section 5(a)(4) shall not apply to any Compensatory Award outstanding as of the Date of Termination under the Company’s 1997 Employee Stock Purchase Plan (or any successor thereto). The applicable award agreements for the Compensatory Awards are hereby amended to the extent necessary to implement this Section 5(a)(4); and (iv5) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Other Benefits (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"defined in Section 6).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess of difference between (a1) the actuarial equivalent of the aggregate benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates plans (collectively, the "Retirement Plan") and any excess or supplemental defined benefit retirement plans in which the Executive participates other than the Company's Supplemental Retirement Plan (utilizing the "SERP") (collectively, the "Nonqualified Plans") which the Executive would have accrued (whether or not vested) if the Executive's employment had continued for three years after the Date of Termination and (2) the actual vested benefit, if any, of the Executive under the Retirement Plan and the SERP, determined as of the Date of Termination (with the foregoing amounts to be computed on an actuarial present value basis, using actuarial assumptions no less favorable to the Executive than the most favorable of those in effect for purposes of computing benefit entitle- ments under the Company's Retirement Plan immediately prior to and the Nonqualified Plans at any time from the day before the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after Date through the Date of Termination assuming for this purpose that all accrued benefits are fully vestedTermination, andand in the case of the amount described in clause (1), assuming that treating the Executive's Executive as having earned as compensation in each of the three years is following the Date of Termination the compensation that would have been that required by Section 4(b)(i) and Section 4(b)(ii) if his employment had continued during those three years); and D. an amount equal to the difference between (1) the amount that would have been paid to the Executive upon the Change of Control pursuant to Section 4.6(a) of the SERP if the Executive's Average Compensation had been determined by reference to the Executive's compensation for the five calendar years during which the Executive's aggregate compensation was the largest out of the thirteen calendar years consisting of (A) the most recent ten years of Continuous Service (as defined in the SERP) before the Change of Control and (B) three additional hypothetical year of Continuous Service during which the Executive's compensation equalled that required by Section 4(b)(i) and Section 4(b)(ii), over and (b2) the amount that was actually paid to the Executive pursuant to said Section 4.6(a) (with the foregoing amounts to be computed on an actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP present value basis as of the Date of Termination); (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For , and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant pursu- ant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive's sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason: (i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. (A) the sum of (1i) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as amount, the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365, and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2ii) and (iii), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and; B. (B) the amount equal to the product of (1i) three two and (2ii) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and C. (C) an amount equal to the excess of (ai) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored ’s qualified defined benefit retirement plan in which (the Executive participates (collectively, the "“Retirement Plan"”) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), ) and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP"“SERP”) which that the Executive would receive if the Executive's ’s employment continued for three two years after the Date of Termination Termination, assuming for this purpose that all accrued benefits are fully vested, and, vested and assuming that the Executive's ’s compensation in each of the three two years is that required by Section 4(b)(iSections 3(b)(1) and Section 4(b)(ii3(b)(2), over (bii) the actuarial equivalent of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination; (ii2) for three two years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement and 3(b)(6) if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies the Affiliated Companies and their families, provided, however, that that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three two years after the Date of Termination and to have retired on the last day of such period; (iii3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive’s sole discretiondiscretion provided, that the cost of such outplacement shall not exceed $50,000; (4) notwithstanding any provision in an award agreement to the contrary, effective as of the Date of Termination, (1) each and every Compensatory Award that is outstanding as of the Date of Termination shall immediately vest in full and become exercisable or payable and be released from any repurchase or forfeiture rights, and (2) to the extent applicable, the term during which each and every such Compensatory Award may be exercised by the Executive shall be extended until the date upon which the right to exercise any Compensatory Award would have expired if the Executive had continued to be employed by the Company for the full term of such Compensatory Award, provided, that this Section 5(a)(4) shall not apply to any Compensatory Award outstanding as of the Date of Termination under the Company’s 1997 Employee Stock Purchase Plan (or any successor thereto). The applicable award agreements for the Compensatory Awards are hereby amended to the extent necessary to implement this Section 5(a)(4); and (iv5) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Other Benefits (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"defined in Section 6).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason: (i) Subject to Section 9 hereof, the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the : [a] The sum of (1) [i] the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) [ii] the product of (x) the higher of (IAnnual Bonus, which amount shall be calculated in accordance with section 4(b)(ii) above except that the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal ten year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for period shall end with the most recently completed fiscal year during prior to the Employment PeriodDate of Termination, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and [iii] any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1)[i], (2), [ii] and (3) [iii] shall be hereinafter referred to as the "Accrued Obligations")) and subject to ordinary tax withholding and all required deductions; and B. the and [b] The amount equal to the product of (1i) three and two (2) the sum years of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination;Termination plus (ii) the Annual Bonus subject to ordinary tax withholding and all required deductions; and (ii) for three For a period of two (2) years after the Executive's Date of TerminationTermination (such period of time is referred to herein as the "Benefit Period"), or such longer period as may be provided the Company shall, to the extent permitted by the terms and conditions of the appropriate any relevant plan, program, practice program or policy, the Company shall continue benefits paying its normal portion of Executive's medical, dental and health insurance premiums pursuant to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives provisions of the Company Consolidated Omnibus Budget Reconciliation Act ("COBRA"), provided that Executive first timely elects to continue such coverage under COBRA, and its affiliated companies and their families, subject to any federal COBRA premium subsidies (if any) for which Executive may be eligible; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility Additionally, during the Benefit Period, the Company will also continue Employee's life insurance and disability coverage and other benefits (but not other than the time of commencement of benefitsmedical and other welfare benefits covered by the foregoing sentence) of under the Executive for retiree plans, programs, practices and policies described in Section 4(b)(iv) above, to the extent permitted under such applicable plans, programs, practices and policies, and will pay to the Employee the fringe benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered Section 4(b)(vi) which have accrued prior to have remained employed until three years after the Date of Termination and to have retired on the last day of such period;Termination. (iii) the The Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies companies, including, without limitation, any retirement plan, supplemental retirement plan, deferred compensation plan or other arrangement (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (v) To the extent not otherwise vested, the Executive shall immediately vest in any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company and/or any Affiliated Company shall terminate the Executive's employment other than for Cause or Disability Disability, or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts, or if elected by the Executive, the following aggregate amounts shall be paid in cash to the Executive in equal monthly installments over the one year following termination of employment: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher average of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months)deferred, for the two most recently completed fiscal year years during the Employment Period, if any (such higher amount being referred to as the "Highest Most Recent Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 365, and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and; B. the amount equal to the product of (1) three and (2) the sum of (x) one (1) times the Executive's Annual Base Salary Salary, and (y) one (1) times the Highest Most Recent Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination; (ii) for three years one year after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company and its Affiliated Companies, shall continue to provide benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three two years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the The sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), ) and (3) shall be hereinafter referred to as the "Accrued ObligationsACCRUED OBLIGATIONS"); and B. The amount (such amount shall be hereinafter referred to as the amount "SEVERANCE AMOUNT") equal to the product of (1) three and two (2) times the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; provided, however, that such amount shall be reduced by the present value (determined as provided in Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the "CODE")) of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company; and C. an A separate lump-sum supplemental retirement benefit (the amount of such benefit shall be hereinafter referred to as the "SUPPLEMENTAL RETIREMENT AMOUNT") equal to the excess of difference between (a1) the actuarial equivalent of the benefit amount payable under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit Company retirement plan in (or any successor plan thereto) (the "RETIREMENT PLAN"), of which the Executive participates was a participant, and any supplemental and/or excess retirement plan of the Company and its affiliated companies providing benefits for the Executive (collectively, the "Retirement PlanSERP") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which that the Executive would receive if the Executive's employment continued at the compensation level provided for three years after in Sections 4(b)(i) and 4(b)(ii) for the Date remainder of Termination the Employment Period plus two (2) years, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(iand (2) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination;SERP; and (ii) for three years after For the Executive's Date remainder of Terminationthe Employment Period plus two (2) years, or such longer period as may be provided by the terms of the appropriate any plan, program, practice or policypolicy may provide, the Company shall continue benefits (or pay the pre-tax economic equivalent) to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(ivSections 4(b)(v) of this Agreement and 4(b)(vii) if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibilityeligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "WELFARE BENEFIT CONTINUATION". For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date end of Termination the Employment Period and to have retired on the last day of such period;; and (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to To the extent not theretofore paid or provided, for the remainder of the Employment Period plus two (2) years, or such longer period as any plan, program, practice or policy may provide, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits (or the pre-tax economic equivalent) required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives of the Company and its affiliated companies and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other BenefitsOTHER BENEFITS").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: : (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: : A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") ), and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and and B. the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and and C. an amount equal to the excess of difference between (a) the actuarial equivalent of the aggregate benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan plans (collectively, the "Retirement Plan") and any excess or supplemental defined benefit retirement plans in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISPSERP") which the Executive would receive have accrued (whether or not vested) if the Executive's employment had continued for three years after following the Date of Termination assuming (provided, that, for this purpose that all accrued benefits are fully vestedpurposes of determining the SERP benefit the Executive would have accrued, and(i) if the Executive had not attained "Early Retirement Date" under the First Security Supplemental Executive Retirement Plan (after being credited with three years of age and service), assuming the Executive shall be treated as if the Executive had remained employed through the Early Retirement Date, (ii) the SERP benefit shall be calculated as if consent had been granted under the First Security Supplemental Executive Retirement Plan and (iii) "Early Retirement Percentages" (as defined in Section 5.02 of the First Security Supplemental Executive Retirement Plan) will be treated as continuing to increase at a rate of 3% per year for each year prior to age 50) and (b) the actual vested benefit, if any, of the Executive under the Retirement Plan and the SERP, determined as of the Date of Termination (with the foregoing amounts to be computed on an actuarial present value basis, based on the assumption that the Executive's compensation in each of the three years is following such termination would have been that required by Section 4(b)(i) and Section 4(b)(ii), over (b) and using actuarial assumptions no less favorable to the actuarial equivalent Executive than the most favorable of the Executive's actual those in effect for purposes of computing benefit (paid or payable), if any, entitlements under the Retirement Plan and the SISP as of SERP at any time from the day before the Effective Date) through the Date of Termination; ; (ii) for three years after following the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For , and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after following the Date of Termination and to have retired on the last day of such period; ; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive's sole discretion; and and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause Cause, Death or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) target bonus for the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any then current fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and B. the amount equal to the product of (1) three two and (2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Average Annual Bonus; and C. an amount . The Average Annual Bonus is equal to the excess of (a) the actuarial equivalent average of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates bonus paid (collectively, the "Retirement Plan"or payable) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under for the Company's Retirement Plan immediately three prior full fiscal years (or, if fewer, the number of full fiscal years the Executive was employed by the Company prior to the Effective Date); provided that if the Executive was not eligible to participate in an annual bonus program for at least one full fiscal year, and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan Average Annual Bonus shall be the Executive’s target bonus for the year in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's termination of employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination;occurs. (ii) for three years 24 months after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement (excluding any savings and/or retirement plans) if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years 24 months after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (iv) the Company shall timely reimburse the Executive up to an aggregate of $25,000 for expenses incurred in connection with outplacement services and relocation costs incurred in connection with obtaining new employment outside the State of Maine until the earlier of (i) 24 months following the termination of Executive’s employment or (ii) the date the Executive secures full time employment.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore heretofore paid, (2) the product of (x) the higher of (Iof(i) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or of earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), ) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectivelytogether, the "SISPSERP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination;. (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability Disability, or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amountsTermination: A. the product of three (3), if such termination occurs during the Initial Term or the three (3) year period after a Change in Control (such Initial Term and three year period being hereafter referred to as the "CIC Period"), otherwise, two (2) times the sum of (1) the highest annual bonus paid to the Executive for any of the three years prior to the Date of Termination (the "Recent Annual Bonus") and (2) the Executive's Annual Base Salary; B. the sum of (x) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (2y) the product of (x) the higher of (I1) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y2) a fraction, the numerator of which is the number of days in the current fiscal year in which the Date of Termination occurs through the Date of Termination, Termination and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay365, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), x) and (3y) shall be hereinafter referred to as the "Accrued Obligations"); and B. C. if such termination occurs during the amount CIC Period, a lump sum cash payment equal to the product of (1) three and (2) the sum of difference between (x) the Executive's Annual Base Salary actuarial present value of the Retirement Benefit determined using the actuarial assumptions prescribed under the tax-qualified defined benefit plan under which the Executive was eligible for participation at the time of termination of employment, assuming the Executive had accumulated three additional years of employment, and (y) the Highest Annual Bonus; and C. an amount equal to actuarial present value of the excess of (a) Retirement Benefit determined using the actuarial equivalent of the benefit assumptions prescribed under the Company's Pension Plan for Nontax-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in under which the Executive participates (collectively, was eligible for participation at the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date time of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each termination of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination;employment. (ii) the Company shall continue to provide, for a period of three (3), if such termination occurs during the CIC Period, otherwise two (2), years after following the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or (and the Executive's family at least equal to those which would have been provided to them in accordance dependents, if applicable) with the planssame level of medical, programsdental, practices accident, disability and policies described in Section 4(b)(ivlife insurance benefits upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) of this Agreement if as existed immediately prior to the Executive's employment had not been terminated Date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change in effect generally at any time thereafter with respect Control); provided that, if the Executive cannot continue to other peer executives of participate in the Company and its affiliated companies and their familiesplans providing such benefits, providedthe Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, however, that if in the event the Executive becomes reemployed with another employer and is becomes eligible to receive medical or other welfare benefits under another employer provided planfrom such employer, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan benefits during such applicable the period of the Executive's eligibility. For purposes of determining eligibility (, but not only to the time of commencement of benefits) of extent that the Company reimburses the Executive for retiree any increased cost and provides any additional benefits pursuant necessary to such plans, practices, programs and policies, give the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period;benefits provided hereunder. (iii) the Company shallStock Options shall vest and shall remain exercisable for a period of two years or the earlier expiration of their initial term, at its sole expense and if such termination occurs during the CIC Period, all other stock options, restricted stock awards and other equity based awards granted after the date of this Agreement (the "Equity Awards") shall vest (and such options shall remain exercisable for a period of two years or the earlier expiration of their initial term), otherwise, the Equity Awards will expire as incurred, provide provided under the Executive with outplacement services the scope and provider terms of which shall be selected by the Executive in his sole discretiontheir applicable agreements; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. IfSubject to the provisions of Paragraph 6(e) of this Agreement, during if prior to the end of the Employment Period, the Company shall terminate Term the Executive's ’s Separation from Service (as defined in Paragraph 10 below) shall occur (i) by reason of the Company’s termination of the Executive’s employment hereunder other than for Cause or Disability Disability, or (ii) by reason of the Executive shall terminate Executive’s termination of the Executive’s employment hereunder for Good Reason, the Company shall pay to the Executive when due under the Company’s normal payroll practices the Executive’s Base Salary through the Separation Date (as defined in Paragraph 10 below) to the extent not theretofore paid, and: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Executive’s Separation Date of Termination a lump sum payment in cash equal to the aggregate sum of the following amounts: A. (A) the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher greater of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including by reason of any bonus or portion thereof which has been earned but deferred deferral, to the Executive (and annualized for any fiscal year consisting of less than twelve 12 full months or during for which the Executive was has been employed by the Company or any of its affiliated companies for less than twelve 12 full months), for ) in respect of the most recently completed fiscal year of the Company during the Employment PeriodTerm, if any; provided that, in any case, the minimum amount determinable under this clause (II) shall be an amount equal to the bonus that would have been payable to the Executive under the Company’s Short-Term Incentive Plan and any successor plan for the most recently ended full fiscal year period immediately prior to the Effective Date assuming the Executive had been eligible to receive a bonus thereunder for such period (such higher greater amount being hereinafter referred to as the "“Highest Annual Bonus") ”), and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of TerminationSeparation Date, and the denominator of which is 365 365, and (32) any compensation previously deferred an amount equal to the sum of (x) 18 multiplied by the Executive amount of the highest monthly premium for COBRA continuation coverage (together with any accrued interest or earnings thereonwithin the meaning of Section 4980B of the Code) under the group health plan of the Company and its affiliated companies as in effect and applicable generally to the Executive’s peer executives of the Company and its affiliated companies during the 12-month period immediately preceding the Executive’s Separation Date, and (y) any accrued vacation pay, in each case pay to the extent not theretofore paid (the sum of the amounts described in clauses (1), ) and (2), and (3) shall be are hereinafter referred to as the "“Accrued Obligations"”); and B. (B) an amount (such amount is hereinafter referred to as the amount “Severance Amount”) equal to the product of (1) three and (2) the sum of (x) the Executive's Annual ’s Base Salary and (y) the Highest Annual Bonus; and C. an (C) a separate lump-sum supplemental retirement benefit (the amount of such benefit hereinafter referred to as the “Supplemental Retirement Amount”) equal to the excess of difference between (a1) the actuarial equivalent of (utilizing for this purpose the benefit under actuarial assumptions utilized with respect to the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan of the Company and its affiliated companies in which the Executive participates is eligible to participate (collectively, or any successor plan thereto) (the "“Retirement Plan"”) (utilizing actuarial assumptions no less favorable to during the Executive than those in effect under the Company's Retirement Plan 120-day period immediately prior to preceding the Effective Date), ) of the benefit payable under the Retirement Plan and the Company's Supplemental Income Security Plan any supplemental and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which of the Company and its affiliated companies providing benefits for the Executive participates (collectively, the "SISP"“SERP”) which the Executive would receive if the Executive's ’s employment continued at the compensation level provided for three years after in Paragraphs 4(a) and 4(b)(i) for the Date remainder of Termination the Employment Term, assuming for this purpose that all accrued benefits are fully vestedvested and that benefit accrual formulas are no less advantageous to the Executive than those in effect during the 120-day period immediately preceding the Effective Date, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b2) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plan during the 120-day period immediately preceding the Effective Date) of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination;SERP; and (ii) for three years eighteen months after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy’s Separation Date, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices programs and policies arrangements described in Section 4(b)(ivParagraph 4(c)(ii) of this Agreement if the Executive's ’s employment had not been terminated hereunder was continuing, in accordance with the most favorable plans, programs and arrangements of the Company and its affiliated companies as in effect and applicable generally to the Executive’s peer executives of the Company and its affiliated companies and their families during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other the Executive’s peer executives of the Company and its affiliated companies and their families, ; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the applicable of the medical and or other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes eligibility (such continuation of such benefits for the applicable period herein set forth is hereinafter referred to as “Welfare Benefit Continuation”) (for purpose of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policiesarrangements, the Executive shall be considered to have remained employed hereunder until three years after the Separation Date of Termination and to have retired on the last day of such period;); and (iii) for six months following the Executive’s Separation Date, the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive’s sole discretion; provided, however, that (A) an expense for such outplacement services shall be paid by the Company or reimbursed by the Company to the Executive as soon as practicable after such expense is incurred (but in no event later than 30 days after such expense is incurred), and (B) the total amount of the expenses paid or reimbursed by the Company pursuant to this Paragraph 6(a)(iii) shall not exceed $50,000; and (iv) no later than 90 days after Executive’s Separation Date, all club memberships and other memberships that the Company was providing for the Executive’s use at the earlier of the Executive’s Separation Date or the time Notice of Termination is given shall, to the extent possible, be transferred and assigned to the Executive at no cost to the Executive (other than income taxes owed), the cost of transfer, if any, to be borne by the Company; and (v) all benefits under the Noble Corporation 1991 Stock Option and Restricted Stock Plan and any other similar plans, including any stock options or restricted stock held by the Executive, not already vested shall be 100% vested, to the extent such vesting is permitted under the Code; and (vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive when otherwise due any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy policy, practice or practice arrangement or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) subject to any prior election by the Executive to receive such deferred amounts in installments, any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three two and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an the amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive have been paid under all employee retirement plans maintained by the Company in effect as of his date of termination, including, to the extent such plan is then maintained by the Company, the Camexxx Xxxxxx 000(k) Plan and any successor plan or plans, if the Executive's employment he had been fully vested and had continued to be covered for three years after a period of twenty-four (24) months from the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that as if the Executive's Executive had earned the compensation described in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii(ii) hereof during such period and had made contributions sufficient to earn the maximum matching contribution, if any, under such plan (less any amounts he would have been required to contribute), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP such plan(s) as of the Date of Termination;. (ii) for three two years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three two years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher average of (I) the Recent Annual Bonus annual and (II) long-term cash bonuses payable to the Annual Bonus paid Executive under the bonus programs of the Company and the Affiliated Companies during the period of three years ending on the Effective Date, or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or such shorter period during which the Executive was has been employed by the Company (disregarding for less than twelve full months), for this purpose any deferral of the most recently completed fiscal year during payment of any such bonuses) (the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus"“Average Incentive Compensation”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and B. the amount equal to the product of (1) three and the Multiple, (2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; andAverage Incentive Compensation; C. (ii) unless the Date of Termination occurs during the Merger of Equals Period, an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored ’s qualified defined benefit retirement plan in which (the Executive participates (collectively, the "“Retirement Plan"”) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), ) and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates participates, but not under the Xxxx Corporation Supplemental Executive Retirement Plan (collectively, the "SISP"“Excess Plan”) which that the Executive would receive have received if the Executive's ’s employment had continued for three years after the Date of Termination assuming equal to the Multiple, if all of the Executive’s accrued benefits were fully vested and the Executive’s compensation for each of those three years had been equal to the sum of (I) the Executive’s Annual Base Salary and (II) the average of the annual cash bonuses payable to the Executive under the bonus programs of the Company and the Affiliated Companies during the period of three years ending on the Effective Date, or such shorter period during which the Executive has been employed by the Company (disregarding for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each any deferral of the three years is that required by Section 4(b)(i) and Section 4(b)(iipayment of any such bonuses), over (b) the actuarial equivalent of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan and the SISP Excess Plan as of the Date of Termination; (iiiii) for three a number of years equal to the Multiple after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits Welfare Benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, Peer Executives; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits Welfare Benefits under another employer employer-provided plan, the medical and other welfare benefits Welfare Benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For ; and provided, further, that for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policiesWelfare Benefits, the Executive shall be considered to have remained employed until three the expiration of a number of years after the Date of Termination and equal to have retired on the last day of such periodMultiple; (iiiiv) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretionreasonable and consistent with industry practice for similarly situated executives; and (ivv) to the extent not theretofore paid or provided, the Company shall timely pay or provide the Executive with, or permit the Executive to continue to participate in, any Other Benefits (as defined in Section 7). Notwithstanding the foregoing, except with respect to payments and benefits under Sections 6(a)(i)(A)(1), 6(a)(i)(A)(3) and 6(a)(v), all payments and benefits to be provided under this Section 6(a) shall be subject to the Executive any other amounts or benefits required to be paid or provided or which Executive’s execution and non-revocation of a release substantially in the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to form attached hereto as the "Other Benefits").Exhibit A.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason: (i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. (A) the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) any bonus with respect to the fiscal year of the Company prior to the Date of Termination and calculated pursuant to the Executive's then current employment agreement, if any, or if no employment agreement is in effect, then the Target Bonus ("Current Bonus"), (3) any accrued vacation and (4) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payableCurrent Bonus, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay365, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) and (4), shall be hereinafter referred to as the "Accrued Obligations"); and B. the (B) an amount equal to the product of (1) three and (2) the sum of (xa) the Executive's Annual Base Salary and (yb) the Highest Annual BonusTarget Bonus as defined and described in SCHEDULE A hereto; and C. an amount equal to (2) for the excess three-year period commencing on the Date of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectivelyTermination, the "Retirement Plan"Company shall continue to provide the benefits described in Section 3(b)(4) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under and his spouse and dependents on the Company's Retirement Plan same basis such benefits were provided to the Executive immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(iiif such benefits cannot be provided, a lump sum cash equivalent thereof on a grossed-up basis for taxes (collectively "Welfare Benefits"), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination;; and (ii3) for three years after the Executive's Date of Termination, any unvested cash and equity long-term incentive award or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable other incentive awards granted to the Executive, as including any unvested shares of limited liability company interests, in effect generally at the Company, Janus Capital Management LLC or in any time thereafter with respect to other peer executives of the Company and its their affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected held by the Executive (collectively, "Retention and Incentive Awards") shall immediately vest and/or be paid, as applicable, in his sole discretionfull and any stock options shall, from and after such vesting, remain exercisable for the remainder of their respective terms; and (iv4) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Other Benefits (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"defined in Section 6).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Executive’s death or Disability or the Executive shall terminate employment separate from service for Good Reason, then in consideration for services rendered by Executive prior to the Date of Separation from Service: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination Separation from Service the aggregate of the following amounts: A. (A) the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination Separation from Service to the extent not theretofore paid, and (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case pay to the extent not theretofore paid (the sum of the amounts described in clauses (1), ) and (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and B. (B) the amount equal to the product present value of (1) three and (2) the sum continuation of (x) the Executive's Annual ’s Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess for a period of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three 2.99 years after the Date of Termination Separation from Service; such present value to be determined by applying a discount rate equal to 120 percent of the applicable federal rate provided in Section 1274(d) of the Code, compounded semi-annually (the “Discount Rate”); and (C) the amount equal to the present value of 2.99 times the greater of (1) Executive’s annual bonus for the year prior to the year in which the Change in Control occurred (the “Prior Year”), or (2) Executive’s target annual bonus for the year in which the Change in Control occurred (the “Current Year”); such present value to be determined by applying the Discount Rate and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in two equal annual payments on each of the three years is that required by Section 4(b)(i) first and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as second anniversaries of the Date of Termination;Separation from Service; and (iiD) for three years after the Executive's Date amount equal to the present value of Termination, or such longer period as may be provided by 2.99 times the terms of the appropriate plan, program, practice or policy, annual cost to the Company shall continue benefits to and Executive of participation in the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies Welfare Plans described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of either the Company Prior Year or the Current Year, whichever year in which such annual cost was higher; such present value to be determined by applying the Discount Rate and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after assuming 36 monthly payments beginning on the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretionSeparation from Service; and (ivii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits")”) at the time and in the manner provided in the documentation establishing or describing such Other Benefits.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three two and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a1) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectivelytogether, the "SISPSERP") which the Executive would receive if the Executive's employment continued for three two years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three two years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b2) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination; (ii) for three two years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. Notwithstanding the foregoing, the Company shall continue to make all scheduled premium payments under any split-dollar life insurance policy in effect on the Date of Termination on behalf of the Executive for so long as such payments are scheduled (without giving effect to Executive's termination). For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three two years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement out placement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason: (i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. (A) the sum of (1i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as amount, the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365, and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2ii) and (iii), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. (B) the amount equal to the product of (1i) three and (2ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. (C) an amount equal to the excess of (ai) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), ) and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISPSERP") which that the Executive would receive if the Executive's employment continued for three years after the Date of Termination Termination, assuming for this purpose that all accrued benefits are fully vested, and, vested and assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(iSections 3(b)(1) and Section 4(b)(ii3(b)(2), over (bii) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination; (ii2) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its the affiliated companies and their families, providedPROVIDED, howeverHOWEVER, that that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive's sole discretion; and (iv4) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its the affiliated companies (such other amounts and benefits shall be hereinafter referred to as benefits, the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during within two years after the Employment PeriodEffective Date, the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability Disability, or the Executive shall terminate employment for Good Reason, in lieu of further payments pursuant to Section 4(b) with respect to periods following the Date of Termination: (i) except as provided in Section 6(e) below, the Company shall pay to the Executive Executive, in a lump sum in cash cash, within 30 days (except as provided in subsection 6(a)(i)A below) after the Date of Termination Termination, the aggregate of the following amounts:amounts (such aggregate shall be hereinafter referred to as the "Special Termination Amount"): A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, and, (2) the product of (x) the higher of (I) the Recent midpoint between the minimum and the maximum bonus payment under the Annual Bonus and Plan or Substitute Plan applicable to the Executive for the fiscal year in which the Date of Termination occurs, or (II) the amount that would be payable to the Executive for the fiscal year in which the Date of Termination occurs under the Annual Bonus paid Plan or payable, including any bonus or portion thereof Substitute Plan had the termination not so occurred (which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full monthsamount shall be payable pursuant to this clause 2 within 30 days after it is calculated), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), ) and (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three two and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to midpoint between the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable maximum and minimum bonus payment applicable to the Executive than those in effect under for the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan fiscal year in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, occurs under the Retirement Annual Bonus Plan and the SISP as of the Date of Termination;or Substitute Plan; and (ii) for three two years after following the Executive's Date of Termination, Termination or such longer period as may be provided by the terms of the appropriate any plan, program, practice or policypolicy may provide, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, plans programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated terminated, in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed re-employed with another employer and is eligible to receive medical or other disability welfare benefits under another employer provided plan, the medical and other disability welfare benefits described herein shall be secondary to those provided cease upon the Executive and the Executive's family becoming eligible under such other plan during such applicable period of eligibilityplan. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three two years after the Date of Termination and to have retired on two years after the last day Date of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")Termination.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 (the “Pro Rata Bonus”), and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and B. the amount equal to the product of (1) three two and (2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and C. an the amount equal to the excess product of (a1) sum of (x) the actuarial equivalent of the benefit annual COBRA premiums for coverage under the Company's Pension Plan ’s health care plans and (y) the annual premium for Non-Bargaining Unit Employees and/or any other coverage (based on the rate paid by the Company for active employees) under the Company-sponsored qualified defined benefit retirement plan ’s life insurance plans, in each case, based on the plans in which the Executive participates as of the Date of Termination (collectivelyor, the "Retirement Plan") (utilizing actuarial assumptions no less if more favorable to the Executive than those Executive, the plans as in effect under the Company's Retirement Plan immediately prior to the Effective Date), and (2) two; and D. the amount equal to the sum of all Company contributions to which the Executive is eligible as of immediately prior to the Effective Date (or, if more favorable, the Date of Termination) under the Company's Supplemental Income Security Plan and/or ’s qualified defined contribution plans and any other Company-sponsored excess or supplemental defined benefit retirement plan contribution plans (and any successor plans thereto) in which the Executive participates as of the Effective Date (collectivelyor, if more favorable, the "SISP"Date of Termination) which (together, the “DC SERPs”) that the Executive would be eligible to receive if the Executive's ’s employment continued for three two years after the Date of Termination Termination, assuming for this purpose that all accrued (1) the Executive’s benefits under such plans are fully vested, and, assuming that (2) the Executive's ’s eligible compensation for purposes of such plans in each of the three two years is that required by Section 4(b)(i) and Section 4(b)(ii)) and that such amounts are paid in equal monthly installments over such two-year period, over (b3) to the actuarial equivalent extent that the Company contributions are determined based on the contributions or deferrals of the Executive's actual benefit , that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Effective Date (paid or payableor, if more favorable, the Date of Termination), if anyand (4) to the extent that the Company contributions are discretionary, assuming such contributions are made at the rate of any discretionary contributions made by the Company during the plan year immediately preceding the Effective Date); and (ii) all accrued benefits under any excess or supplemental defined benefit plan of the Retirement Plan and Company in which the SISP Executive participates (or is otherwise being credited with service for purposes of vesting as of the Date of Termination) and all account balances under the DC SERPs shall fully vest as of the Date of Termination, in each case, to the extent the Executive participates (or previously participated) in any such plans; (iiiii) for three the Company shall take such actions as are necessary to cause the Executive and/or the Executive’s family to continue to be eligible to participate in the Company’s health care and life insurance benefit plans that the Executive would be eligible to participate in if the Executive continued as an active employee two years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policypolicy (the “Benefit Continuation Period”), with the Executive to pay (A) the COBRA premiums for participation in the Company’s health care plans and (B) the premium rate applicable to active employees of the Company for participation in the Company’s life insurance plans, to the extent the Executive elects in writing to continue such coverage within 60 days after the Date of Termination. Following the end of the period (during the Benefit Continuation Period) in which the Executive continues participation in the Company’s healthcare plans, the Executive shall be eligible for continued health coverage as required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of such period, and the Company shall continue take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section 6(a)(iii) and to cause the Executive and/or period of COBRA Coverage to commence at the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives end of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibilityBenefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for access to retiree welfare benefits pursuant to such plansthe retiree welfare benefit plans of the Company as in effect as of the Date of Termination (or, practicesif more favorable to the Executive, programs and policiesthe plans as in effect when the Executive ceases participating in the Company’s plans during the Benefit Continuation Period), the Executive shall be considered to have remained employed until three years after (for purposes of both age and service credit) for the Date period (during the Benefit Continuation Period) in which the Executive continues participation in the Company’s health care and life insurance plans (as provided in the first sentence of Termination this Section 6(a)(iii)) and to have retired on the last day of such period, and the Company shall take such actions as are necessary to cause the Executive to be eligible to commence participating in the applicable retiree welfare benefit plans as of the applicable benefit commencement date; (iiiiv) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive’s sole discretion; provided that the cost of such outplacement shall not exceed $50,000; and provided, further, that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (ivv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies the Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”) in accordance with the terms of the underlying plans, program, policy or practice or contract or agreement. Notwithstanding the foregoing provisions of this Section 6(a)(i), in the event that the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a “Specified Employee”), amounts or benefits that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable and benefits that would otherwise be provided under Section 6(a)(i) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), or provided on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A of the Code (the “409A Payment Date”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. (A) the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) the product of (x) the higher of (I) the Recent Target Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 (the “Pro Rata Bonus”), and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and B. (B) the amount equal to the product of (1) three two and (2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Target Annual Bonus; and C. an (C) the amount equal to the excess product of (a1) sum of (x) the actuarial equivalent of the benefit annual COBRA premiums for coverage under the Company's Pension Plan ’s health care plans and (y) the annual premium for Non-Bargaining Unit Employees and/or any other coverage (based on the rate paid by the Company for active employees) under the Company-sponsored qualified defined benefit retirement plan ’s life insurance plans, in each case, based on the plans in which the Executive participates as of the Date of Termination (collectivelyor, the "Retirement Plan") (utilizing actuarial assumptions no less if more favorable to the Executive than those Executive, the plans as in effect under the Company's Retirement Plan immediately prior to the Effective Date), and (2) two; and (D) the amount equal to the sum of all Company contributions to which the Executive is eligible as of immediately prior to the Effective Date (or, if more favorable, the Date of Termination) under the Company's Supplemental Income Security Plan and/or ’s qualified defined contribution plans and any other Company-sponsored excess or supplemental defined benefit retirement plan contribution plans (and any successor plans thereto) in which the Executive participates as of the Effective Date (collectivelyor, if more favorable, the "SISP"Date of Termination) which (together, the “DC SERPs”) that the Executive would be eligible to receive if the Executive's ’s employment continued for three two years after the Date of Termination Termination, assuming for this purpose that all accrued (1) the Executive’s benefits under such plans are fully vested, and, assuming that (2) the Executive's ’s eligible compensation for purposes of such plans in each of the three two years is that required by Section 4(b)(i) and Section 4(b)(ii)) and that such amounts are paid in equal monthly installments over such two-year period, over (b3) to the actuarial equivalent extent that the Company contributions are determined based on the contributions or deferrals of the Executive's actual benefit , that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Effective Date (paid or payableor, if more favorable, the Date of Termination), if anyand (4) to the extent that the Company contributions are discretionary, assuming such contributions are made at the rate of any discretionary contributions made by the Company during the plan year immediately preceding the Effective Date); and (ii) all accrued benefits under any excess or supplemental defined benefit plan of the Retirement Plan and Company in which the SISP Executive participates (or is otherwise being credited with service for purposes of vesting as of the Date of Termination) and all account balances under the DC SERPs shall fully vest as of the Date of Termination, in each case, to the extent the Executive participates (or previously participated) in any such plans, and such benefits shall be paid in accordance with the terms of the applicable plan and any elections thereunder; (iiiii) for three the Company shall take such actions as are necessary to cause the Executive and/or the Executive’s family to continue to be eligible to participate in the Company’s health care and life insurance benefit plans that the Executive would be eligible to participate in if the Executive continued as an active employee two years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policypolicy (the “Benefit Continuation Period”), with the Executive to pay (A) for purposes of participation in the Company’s health care plans, the premiums applicable at the Company shall continue benefits for purposes of continuation coverage under Section 4980B of the Code or other applicable law (“COBRA”), and (B) for purposes of participation in the Company’s life insurance plans, the premium rate applicable to active employees of the Company, in each case, to the extent the Executive and/or elects in writing to continue such coverage within 60 days after the Executive's family at least equal to those which would have been provided to them Date of Termination (or, in accordance the case of the health care coverage, such longer period permitted by law). The Benefit Continuation Period shall run concurrently with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibilitycontinuation coverage under COBRA. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for access to retiree welfare benefits pursuant to such plansthe retiree welfare benefit plans of the Company as in effect as of the Date of Termination (or, practicesif more favorable to the Executive, programs and policiesthe plans as in effect when the Executive ceases participating in the Company’s plans during the Benefit Continuation Period), the Executive shall be considered to have remained employed until three years after (for purposes of both age and service credit) for the Date period (during the Benefit Continuation Period) in which the Executive continues participation in the Company’s health care and life insurance plans (as provided in the first sentence of Termination this Section 6(a)(iii)) and to have retired on the last day of such period, and the Company shall take such actions as are necessary to cause the Executive to be eligible to commence participating in the applicable retiree welfare benefit plans as of the applicable benefit commencement date; (iiiiv) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive’s sole discretion; provided that the cost of such outplacement shall not exceed $50,000; and provided, further, that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (ivv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies the Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”) in accordance with the terms of the underlying plans, program, policy or practice or contract or agreement. Notwithstanding the foregoing provisions of this Section 6(a), if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a “Specified Employee”), amounts and benefits provided under Section 6(a)(i) that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that are to be paid or provided on account of the Executive’s separation from service and are otherwise due to the Executive under this Agreement during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest from the Date of Termination to the date of payment on any delayed payment at a rate equal to the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) (based on the rate in effect for the month in which the Executive’s separation from service occurs), or provided, on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code (the “409A Payment Date”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause Cause, Death or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of three (13) three and (2) the sum of (x) times the Executive's Annual Base Salary average annual compensation for the five most recent taxable years that the Executive has been employed by the Company or any of its affiliated companies. Such annual compensation shall include base salary and (y) the Highest Annual Bonus; and C. an amount equal any other income, whether or not receipt of such compensation has been deferred, including, but not limited to, amounts related to the excess granting, vesting or exercise of restricted stock, stock option or other equity-based compensation awards, bonuses, cash incentive awards, pension and profit sharing plan contributions or benefits (awhether or not taxable), Employee Stock Ownership Plan (“ESOP”) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectivelycontributions and earnings, the "Retirement Plan") (utilizing actuarial assumptions no less favorable earnings on deferred compensation balances, and fringe benefits paid to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if paid for the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, benefit during any such year; and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination; (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family (collectively, the “Other Benefits”) at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For , and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) without limiting the generality of clause (ii) above, Other Benefits shall include and the Company shall provide the Executive with coverage under the Company's group life insurance as then in effect, or equivalent benefits, at no cost to the Executive, for three years following the Date of Termination at a level determined on the basis of three times the Executive's Annual Base Salary, and the Executive's participation in the Company's Hospital/Medical/Surgical insurance plan shall be continued on the same basis as prior to the Date of Termination, or equivalent benefits shall be provided by the Company, at no direct cost to the Executive for a period of three years from the Date of Termination; and (iv) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive's sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment PeriodTerm, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the The Company shall pay to the Executive in a lump sum in cash within 30 five (5) days after the Termination Date of Termination the aggregate of the following amounts: A. the The sum of of: (1) the The Executive's ’s Annual Base Salary through the Termination Date of Termination to the extent not theretofore paid, ; and (2) the The product of (x) the higher of (I) the Recent Annual Average Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred amount deferred, (and annualized for any fiscal year consisting of less than twelve (12) full months or during for which the Executive was has been employed for less than twelve (12) full months), ) for the most recently completed fiscal year during the Employment PeriodTerm, if any (such higher amount being referred to as the "“Highest Annual Bonus".) and (y) a fraction, the numerator of which is the number of days completed in the current fiscal year through the Date of TerminationTermination Date, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the 365. The sum of the amounts described in clauses Clauses (1), ) and (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"); and”; B. the The amount equal to the product of (1) three two and (2) the sum of (x) the Executive's ’s Annual Base Salary (increased for this purpose by any Section 401(k) deferrals, cafeteria plan elections, or other deferrals that would have increased Executive’s Annual Base Salary if paid in cash to Executive when earned) and (y) the Executive’s Highest Annual Bonus; and; C. an amount A separate lump-sum supplemental retirement benefit equal to the excess of difference between (a1) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less for this purpose the most favorable to the Executive than those actuarial assumptions and Company contribution history with respect to the applicable retirement plan, incentive plans, savings plans and other plans described in effect under Section 4(c) (or any successor plan thereto) (the Company's “Retirement Plan Plans”) during the twelve (12) month period immediately prior to preceding the Effective Date), ) of the benefit payable under the Retirement Plans and the Company's Supplemental Income Security Plan any supplemental and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which providing benefits for the Executive participates (collectively, the "SISP"“SERP”) which the Executive would receive if the Executive's ’s employment continued for three an additional two (2) years after the Termination Date with annual compensation equal to the sum of Termination the Annual Base Salary and Highest Annual Bonus, assuming for this purpose that all accrued benefits and contributions are fully vestedvested and that benefit accrual formulas and Company contributions are no less advantageous to the Executive than those in effect during the twelve (12) month period immediately preceding the Effective Date, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b2) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plans during the twelve (12) month period immediately preceding the Effective Date) of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan Plans and the SISP SERP. For example, if there were a termination today this supplemental retirement benefit would be interpreted with respect to two plans in existence today as follows: (i) with respect to the Retirement Growth component of the retirement program of the Company, the Executive would receive two times eight percent (8%) (or sixteen percent (16%)) of the sum of the Executive’s Annual Base Salary (determined in accordance with subsection C of Section 6(a)(i)) and the Executive’s Highest Annual Bonus; and (ii) with respect to the Incentive Savings component of the retirement program of the Company, the Executive would receive two times the annual Company match of fifty percent (50%) of the Executive’s maximum allowable contribution to the Plan assuming Executive’s compensation is as set forth above; and D. The amount equal to the product of (i) two and (ii) the sum of (x) the imputed income reflected on Executive’s W-2 attributable to the car provided to Executive by the Company or its affiliates for the last calendar year ending before the Effective Date of Termination;and (y) the club dues for Executive paid by the Company or its affiliates attributable to such year. (ii) for three years For twenty-four (24) months after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policyTermination Date, the Company shall continue to provide medical and dental benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the most favorable plans, programspractices, practices and programs or policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies applicable generally to other peer executives who are active employees and their families, families as in effect from time to time thereafter; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that the aggregate coverage of the combined benefit plans is no less favorable to the Executive, in terms of amounts and deductibles and costs to him, than the coverage required hereunder. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policieshealth insurance, the Executive shall be considered to have remained employed until three years after the Date end of Termination such twenty-four (24) month period and to have retired on the last day of such period;. If the Executive would qualify at the end of such twenty-four (24) month period for retiree health insurance under the Company’s plan guidelines as in existence on the Effective Date, the Company shall provide to the Executive and his or her spouse, for life, retiree health insurance, subsidized to at least the same percentage extent as under the Company’s plan as in existence on the Effective Date. Such retiree health insurance shall provide medical benefits to the Executive and/or the Executive’s spouse in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives who are active employees and their spouses as in effect from time to time thereafter; provided, however, that if the Executive and/or the Executive’s spouse qualifies for coverage by Medicare or any successor program, the Company may require that the Executive and/or the Executive’s spouse fully participate in Medicare and pay the premiums therefor personally. (iii) The Executive shall have the right to purchase the car provided to him by the Company shallor its affiliates during the twelve (12) month period immediately preceding the Effective Date, if applicable, (or a comparable car acceptable to the Executive if such car is no longer owned by the Company or its affiliates), at its sole expense as incurredthe book value thereof on the Termination Date, provide exercisable within thirty (30) days after the Termination Date; and if the car is not purchased, Executive with outplacement services shall return the scope and provider of which shall be selected by car to the Executive in his sole discretion; andCompany. (iv) For the twenty-four (24) month period after the Termination Date, the Company shall continue to provide group term life insurance (or comparable term coverage) in the same face amount and on substantially the same terms as in effect for the Executive just prior to the Effective Time. At the end of the twenty-four (24) month period, the Executive shall have any conversion rights as regards such coverage as are provided by law. (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive pursuant to this Agreement under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”). (vi) All options awarded by the Company to the Executive on or after the date of this Agreement which are outstanding as of the Termination Date shall remain exercisable for the lesser of (A) the remainder of their respective terms or (B) one year after the Executive’s death. The option term for each option is set out in the relevant agreement granting each option. Notwithstanding anything herein contained to the contrary, the payments and benefits provided in this Section 6(a) (other than the Accrued Obligations) shall not be paid or provided to the Executive unless and until he executes a Complete and Permanent Release (the “Release”) in the form attached hereto, and the applicable period for rescission of the Release has expired. The parties agree that the Release may be expanded to include any company acquiring the Company and its affiliates as “Released Parties,” as defined in the Release.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason: (i) the The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the : [a] The sum of (1) [i] the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) [ii] the product of (x) the higher of (I) [A] the Recent Annual Bonus and (II) [B] the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) [iii] any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1)[i], (2), [ii] and (3) [iii] shall be hereinafter referred to as the "Accrued Obligations"); and B. the and [b] The amount equal to the product of (1) [i] three and (2) [ii] the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an and [c] An amount equal to the excess of (a) difference between [i] the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan (as defined below) immediately prior to the Effective Date), except as specified below with respect to increases in base salary and annual bonus) under the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental qualified defined benefit retirement plan in which the Executive participates (collectivelythe "Retirement Plan") and any excess or supplemental retirement plan in which the Executive participates (together, the "SISPSERP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that (x) the Executive's compensation base salary increased in each of the three years is that by the amount required by Section 4(b)(i) (in the case of Section 4-(b)(i)(y) based on increases (excluding promotional increases) in base salary for the most recently completed fiscal year prior to the Date of Termination) had the Executive remained employed, and Section 4(b)(ii)(y) the Executive's annual bonus (annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months) in each of the three years bears the same proportion to the Executive's base salary in such year or fraction thereof as it did for the last full year prior to the Date of Termination, over (b) and [ii] the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination; (ii) for For three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three two and one-half years after the Date of Termination and to have retired on the last day of such period; (iii) the The Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment PeriodTerm of this Supplement, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the : The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. : the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Highest Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. and the amount equal to the product of (1) the lesser of (x) three and (y) the number of days after the Date of Termination and on or before the Executive's 65th birthday, divided by 365, times (2) the sum of (xA) the Executive's Annual Base Salary and Salary, (yB) the Highest Annual Bonus; and C. an amount equal to the excess of Bonus and (aC) the actuarial equivalent of the benefit highest contributions made under the Company's Pension Employees' Profit Sharing Incentive Plan and the Company's Profit Sharing Benefits Equalization Plan or any successor or replacement plans thereto, for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined of the three calendar years preceding the Date of Termination. Notwithstanding anything to the contrary in any employee pension benefit retirement plan in which or any supplemental or excess employee pension benefit plan of the Executive participates Company (collectivelyincluding without limitation the Retirement Plan, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under SERP, the Company's Retirement Benefits Equalization Plan immediately (the "BEP") or any successor or replacement plan thereto), all benefits payable to the Executive under any supplemental or excess employee pension benefit plan of the Company (including without limitation the SERP, the BEP or any successor or replacement plan thereto) shall not be reduced by any "reduction factors" or similar formulae or otherwise because such benefits are payable prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess a specified age or supplemental defined benefit retirement plan in which because the Executive participates has not yet reached a specified age (collectivelyincluding, the "SISP") which the Executive would receive if without limitation, the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid earliest or payable), if any, normal retirement age under the Retirement Plan and the SISP as of the Date of Termination; (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate relevant plan). This Section 3(a)(ii) shall survive until December 31, program, practice or policy, 2005 notwithstanding any earlier termination of the Company shall continue benefits Term of this Supplement pursuant to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives proviso of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period first sentence of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")Section 1 hereof.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason: (i) the The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the [a] The sum of (1) [i] the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) [ii] the product of (x) the higher of (I) [A] the Recent Annual Bonus and (II) [B] the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) [iii] any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1)[i], (2), [ii] and (3) [iii] shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination; (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. (A) the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and B. (B) the amount equal to the product of (1) three two and (2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination;. (ii) for three two years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three two years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; (iv) all options, stock appreciation rights, stock purchase rights, restricted stock, stock bonuses and other awards which consist of, or relate to, equity securities of the Company that are held by the Executive shall vest in full and, as applicable, shall become fully exercisable, as of the Date of Termination; and (ivv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been ben earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a1) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectivelytogether, the "SISPSERP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b2) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination; (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amountsamounts set forth in clauses A and B below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher average of (I) the Recent Annual Bonus and (II) the Annual Bonus Bonuses paid or payablepayable to the Executive in the three calendar years prior to the Date of Termination, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal calendar year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any ) (such higher amount being referred to as the "Highest Average Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal calendar year through the Date of Termination, and the denominator of which is 365 365, and (3) any unpaid Annual Bonus for a prior year and any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), ) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three the number of years (including fractions thereof) remaining from the Date of Termination until the end of the Employment Period (the "Continuation Period") and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Average Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination; (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms any unpaid cash portion of the appropriate plan, program, practice or policy, the Company Aggregate Retention Amount shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices become fully vested and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such periodimmediately payable; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope Retention Options shall become fully vested and provider of which shall be selected by the Executive in his sole discretion; andimmediately exercisable; (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for the duration of the Continuation Period, the Executive and the Executive's dependents shall continue to be eligible to participate in the medical, dental, health and group-term life benefit plans and arrangements applicable to the Executive immediately prior to the Date of Termination on the same terms and conditions as in effect for the Executive and the Executive's dependents immediately prior to the Date of Termination.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate his employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash the aggregate of the amounts set forth in A. and B. below. Such amount shall be paid within 30 days after the Date of Termination Termination; provided, however, that if, and only if, the aggregate Executive notifies the Company that he has determined in good faith that payment of such amount, or any portion thereof, would be subject to Section 409A(a)(2)(B)(i) of the following amounts:Code, such amount, or portion, shall instead be paid on the first day that is six months after the Date of Termination. A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, plus (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being hereinafter referred to as the "Highest Annual Bonus") and multiplied by (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and plus (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), ) and (3) shall be are hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three and two multiplied by (2) the sum of (x) the Executive's Annual Base Salary and plus (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination; (ii) for three during the two years after following the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide medical insurance benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies medical insurance benefits described in Section 4(b)(iv) of this Agreement hereof if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare insurance benefits under another employer employer-provided plan, the medical and other welfare insurance benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes ; (iii) for a period of determining eligibility up to two (but not the time of commencement of benefits2) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and Termination, the Company shall provide outplacement services to the Executive for the purpose of assisting the Executive seek new employment at a cost to the Company not to exceed fifteen percent (15%) of the Executive's Annual Base Salary, payable directly to an outplacement service provider; provided, however, that the Company shall have retired on no further obligations to pay for any such outplacement services once the last day of such periodExecutive has accepted employment with any third party; (iiiiv) notwithstanding anything to the contrary set forth in any stock option plans pursuant to which the Executive has been granted any stock options or other rights to acquire securities of the Company shallor its Affiliates (the "Plans"), at its sole expense as incurred, provide any option or right granted to the Executive with outplacement services under any of the scope and provider of which Plans shall be selected exercisable by the Executive until the earlier of (x) the date on which the option or right terminates in his sole discretion; andaccordance with the terms of its grant, or (y) the expiration of twelve (12) months after the Date of Termination; (ivv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall hereinafter be hereinafter referred to collectively as the "Other Benefits"); and (vi) notwithstanding anything to the contrary contained in any employment agreement, benefit plan or other document, in the event the Executive's employment shall be terminated during the Employment Period by the Executive for Good Reason or by the Company other than for Cause or Disability, on and after the Date of Termination the Executive shall not be bound or prejudiced by any non-competition agreement benefiting the Company or its subsidiaries.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason: (i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. (A) the sum of (1i) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as amount, the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 and (3) any compensation previously deferred by the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (together with any accrued interest iii) above, then such deferral election, and the terms of the applicable plan, agreement, or earnings thereon) and any accrued vacation pay, in each case other arrangement shall apply to the extent not theretofore paid (the sum same portion of the amounts amount described in clauses clause (1), (2iii), and (3) such portion shall not be hereinafter referred to considered as part of the "“Accrued Obligations"” but shall instead be an “Other Benefit” (as defined below); and B. (B) the amount equal to the product of (1i) three two and (2ii) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and C. (C) an amount equal to the excess of (a) the actuarial equivalent sum of the benefit Company or an Affiliated Company’s (as applicable) matching contributions under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored ’s qualified defined benefit retirement plan contribution plans and any excess or supplemental defined contribution plans in which the Executive participates at of the Date of Termination (collectivelyor, the "Retirement Plan") (utilizing actuarial assumptions no less if more favorable to the Executive than those Executive, the plans as in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which that the Executive would receive if the Executive's ’s employment continued for three two years after the Date of Termination Termination, assuming for this purpose that all accrued (i) the Executive’s benefits under such plans are fully vested, and, assuming that (ii) the Executive's ’s compensation in each of the three two years is that required by Section 4(b)(iSections 3(b)(1) and Section 4(b)(ii3(b)(2), over (biii) the actuarial equivalent rate of any such employer contribution is equal to the maximum rate provided under the terms of the Executive's actual benefit applicable plans for the year in which the Date of Termination occurs (paid or payable)or, if anymore favorable to the Executive, under or in the Retirement Plan and the SISP event that as of the Date of Termination the rate of any such contribution for such year is not determinable, the rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination;; and (ii2) for three two years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policypolicy (the “Benefit Continuation Period”), the Company shall continue provide health care and life insurance benefits to the Executive and/or the Executive's ’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those which that would have been provided to them in accordance with the plans, programs, practices and policies providing health care and life insurance benefits and at the benefit level described in Section 4(b)(iv3(b)(4) of this Agreement if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies the Affiliated Companies and their families, ; provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if the Executive becomes reemployed re-employed with another employer and is eligible to receive medical or other welfare health care and life insurance benefits under another employer employer-provided plan, the medical health care and other welfare life insurance benefits described herein provided hereunder shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree welfare benefits pursuant to such the retiree welfare benefit plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date end of Termination the Benefit Continuation Period and to have retired on the last day of such period;, and the Company shall take such actions as are necessary to cause the Executive to be eligible to commence in the applicable retiree welfare benefit plans as of the applicable benefit commencement date. In order to comply with Section 409A of the Code, (i) the amount of life insurance benefits that the Company is obligated to provide under this Section 5(a)(2) in any given calendar year shall not affect the amount of such benefits that the Company is obligated to pay in any other calendar year, and (ii) the Executive’s right to have the Company provide such benefits may not be liquidated or exchanged for any other benefit; and (iii3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive’s sole discretion, provided that the cost of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (iv4) except as otherwise set forth in the last sentence of Section 6, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts Other Benefits (as defined in Section 6) in accordance with the terms of the underlying plans or benefits required agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise provided in Section 11(g) with respect to be paid or provided or which an Anticipatory Termination, in the event that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a “Specified Employee”), amounts that would otherwise be payable and its affiliated companies the benefits that would otherwise be provided under this Section 5(a)(1) during the six-month period immediately following the Date of Termination (such other amounts and benefits than the Accrued Obligations) shall instead be hereinafter referred to as paid, with interest on any delayed payment at the "Other Benefits"applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), or provided on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A of the Code (the “Delayed Payment Date”).

Good Reason; Other Than for Cause, Death or Disability. IfIf the Company shall, during the Employment Protected Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall shall, during the Protected Period, terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the (x) The sum of (1) the Executive's Annual Base Salary actual base salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations")paid; and B. the (y) The amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an (z) An amount equal to any sums accrued or cred- ited to or for the Executive under or pursuant to any excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit or supplemental retirement plan in which the Executive participates (collectively, as a result of any contract between the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), Company and the Company's Supplemental executive or as a result of any limitations on benefits which can be provided to highly compensated employees as may be prescribed by the Code or the Employee Retirement Income Security Plan and/or Act, as the same may be amended or supplemented from time to time, or by any other Company-sponsored excess or supplemental defined benefit retirement plan in act which replaces either of the Executive participates (collectively, the "SISP") foregoing which the Executive would receive if the Executive's employment continued for three years after the Date of Termination Termination, assuming for this purpose that all accrued benefits are fully vested, and, and assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) equal to the Annual Base Salary and Section 4(b)(ii), the Annual Bonus over (b) the actuarial equivalent equivalents of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan such retirement plan and the SISP such requirements as of the Date of Termination; (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. IfSubject to the provisions of Paragraph 6(f) of this Agreement, during if prior to the end of the Employment Period, the Company shall terminate Term the Executive's ’s Separation from Service (as defined in Paragraph 10 below) shall occur (i) by reason of the Company’s termination of the Executive’s employment hereunder other than for Cause or Disability other than for Disability, or (ii) by reason of the Executive shall terminate Executive’s termination of the Executive’s employment hereunder for Good Reason, the Company shall pay to the Executive when due under the Company’s normal payroll practices the Executive’s Base Salary through the Date of Termination, and any accrued vacation pay to the extent not theretofore paid (such amounts, the “Accrued Obligations”), and, subject to Paragraph 6(e) and the Executive’s continued compliance with his obligations under Paragraphs 5(g) and 9: (i) any Annual Bonus earned for the prior fiscal year but not then paid, payable at the time such bonuses are paid generally to senior executives but no later than March 15th following the year in which the Executive’s Separation Date occurs; (ii) the Company shall pay to the Executive a pro rata bonus for the year in a lump sum in cash within 30 days after which the Separation Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paidoccurs, (2) calculated as the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus actual bonus that would otherwise be paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during (provided, however, in calculating such bonus, to the Employment Periodextent that any of the performance metrics are subjective, if any (such higher amount being referred subjective performance metrics shall be deemed to as the "Highest Annual Bonus") have been met at target); and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 and (3the “Pro Rata Bonus”); payable at the time such bonuses are paid generally to senior executives but no later than March 15th following the year in which the Executive’s Separation Date occurs; (iii) any compensation previously deferred by on the Executive sixtieth (together with any accrued interest or earnings thereon60th) and any accrued vacation pay, day after the Executive’s Separation Date a lump sum payment in each case cash equal to the extent not theretofore paid (the sum of the amounts described following amounts: (A) an amount equal to eighteen (18) multiplied by the amount of the monthly premium for Executive’s (and his covered dependents, if applicable) COBRA continuation coverage (within the meaning of Section 4980B of the Code) under the group health plan of the Company and its affiliated companies as in clauses effect at the time of Executive’s termination of employment (1the “Additional Amount”), ; and (2), and B) an amount (3) shall be such amount is hereinafter referred to as the "Accrued Obligations"); and B. the amount “Severance Amount”) equal to the product of (1) three either (x) 3.0, if the Separation Date occurs during the Window Period (as defined in Paragraph 10), or (y) 2.0 if the Separation Date occurs outside of the Window Period (as defined in Paragraph 10), and (2) the sum of (x) the Executive's Annual ’s Base Salary and (y) the Highest Annual BonusBonus based on multiplying the Target Percentage by the Executive’s Base Salary; and C. an amount equal to the excess of (aiv) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if six months following the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested’s Separation Date, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination; (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive’s sole discretion; provided, however, that (A) an expense for such outplacement services shall be paid by the Company or reimbursed by the Company to the Executive as soon as practicable after such expense is incurred (but in no event later than thirty (30) days after such expense is incurred, provided, the Executive has provided reasonable documentation of such expense), and (B) the total amount of the expenses paid or reimbursed by the Company pursuant to this Paragraph 6(a)(iii) shall not exceed $50,000; and (ivv) no later than ninety (90) days after Executive’s Separation Date, all club memberships and other memberships that the Company was providing for the Executive’s use at the earlier of the Executive’s Separation Date or the time Notice of Termination is given shall, to the extent possible, be transferred and assigned to the Executive at no cost to the Executive (other than income taxes owed), the cost of transfer, if any, to be borne by the Company; and (vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive when otherwise due any other vested amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy policy, practice or practice arrangement or contract or agreement of the Company and its affiliated companies companies, subject to and in accordance with such plan, program, policy, practice or arrangement or contract or agreement (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. (A) the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Highest Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Special Bonus, if due to the Executive pursuant to Section 3(b)(iii), to the extent not theretofore paid, and (together with any accrued interest or earnings thereon4) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (34) shall be hereinafter referred to as the "“Accrued Obligations"”); and B. (B) the amount (such amount shall be hereinafter referred to as the “Severance Amount”) equal to the product of (1) three 2.99 and (2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus (provided, however, that if the Special Bonus has not been paid to the Executive, such amount shall be increased by the amount of the Special Bonus); and C. an (C) a separate lump‑sum supplemental retirement benefit (the amount of such benefit shall be hereinafter referred to as the “Supplemental Retirement Amount”) equal to the excess of difference between (a1) the lump sum actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Company’s Retirement Plan (or any successor plan thereto) (the “Retirement Plan”) during the 90-day period immediately preceding the Effective Date) of the benefit payable under the Company's Pension Retirement Plan for Non-Bargaining Unit Employees and any supplemental and/or any other Company-sponsored qualified defined benefit excess retirement plan in which of the Company and its affiliated companies providing benefits for the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP"“SERP”) which the Executive would receive if the Executive's ’s employment continued at the compensation level provided for three years after in Sections 3(b)(i) and 3(b)(ii) for the Date remainder of Termination the Employment Period, assuming for this purpose that all accrued benefits are fully vestedvested and that benefit accrual formulas are no less advantageous to the Executive than those in effect during the 90-day period immediately preceding the Effective Date, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b2) the lump sum actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plan during the 90-day period immediately preceding the Effective Date) of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination;SERP; and (ii) for three years after each month during the Executive's Date of Termination, or such longer period as may be provided by the terms remainder of the appropriate plan, program, practice or policyEmployment Period, the Company shall continue benefits make a cash payment equal to the excess of (x) 1.25 times one-twelfth of the annual insurance premium (or, in the case of any benefit provided on a self-insured basis, an amount equal to a market-based insurance premium for the same coverage) for the plans, programs, policies and practices described in Section 3(b)(v) other than health and dental benefits, covering the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with on the plans, programs, practices Date of Termination over (y) the amount that the Executive paid or contributed toward the cost of such benefits immediately before the Date of Termination (such payments and policies the payments described in Section 4(b)(iv5(a)(iii) shall be hereinafter referred to as the “Welfare Benefit Payments”); and (iii) for each month during the remainder of this Agreement if the Executive's employment had not been terminated orEmployment Period, if more favorable the Company shall make a cash payment equal to the excess of (x) 1.25 times the maximum allowable monthly contribution that the Executive can be required to pay for continued health and dental plan coverage under Section 4980B of the Code for the health and dental coverage provided to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company Executive’s spouse and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after Executive’s dependents on the Date of Termination and to have retired on over (y) the last day amount that the Executive paid or contributed toward the cost of such period; (iii) benefits immediately before the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider Date of which shall be selected by the Executive in his sole discretion; andTermination. (iv) to the extent not theretofore otherwise paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive’s family any other amounts or benefits required pursuant to be paid or provided or which the Executive is eligible to receive under terms of any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives of the Company and its affiliated companies and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”). (v) to the extent not otherwise provided for herein, all options, warrants or other rights to acquire capital stock of the Company and any stock appreciation rights plan or other similar plan benefits held by or for the benefit of the Executive shall become fully vested and eligible for immediate exercise. (vi) Notwithstanding anything contained in this Agreement to the contrary, if the Executive is a “specified employee” (determined in accordance with Code Section 409A and Treasury Regulation Section 1.409A-3(i)(2)) as of the date of Separation from Service (other than a Separation from Service due to death), then any payment, benefit or entitlement provided for in this Agreement that is “deferred compensation” that is subject to Section 409A of the Code and that is payable during the first six months following the date of Separation from Service shall be paid or provided to the Executive in a lump sum cash payment to be made on the earlier of (a) the Executive’s death or (b) the first business day (or within 30 days after such first business day) of the seventh calendar month immediately following the month in which the date of Separation from Service occurs. If any payment is delayed pursuant to this provision, the Company shall pay interest at the rate described below on the postponed payments from the date the payment would have been due but for this provision to the date on which such amounts are paid. Interest shall be credited at an annual rate equal to the greater of 6% or the Prime Rate, as determined by the Company, in effect on the first day of such delay compounded annually.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment PeriodTerm, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the The Company shall pay to the Executive in a lump sum in cash within 30 five (5) days after the Termination Date of Termination the aggregate of the following amounts: A. the The sum of of: (1) the The Executive's ’s Annual Base Salary through the Termination Date of Termination to the extent not theretofore paid, ; and (2) the The product of (x) the higher of (I) the Recent Annual Average Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred amount deferred, (and annualized for any fiscal year consisting of less than twelve (12) full months or during for which the Executive was has been employed for less than twelve (12) full months), ) for the most recently completed fiscal year during the Employment PeriodTerm, if any (such higher amount being referred to as the "“Highest Annual Bonus".) and (y) a fraction, the numerator of which is the number of days completed in the current fiscal year through the Date of TerminationTermination Date, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the 365. The sum of the amounts described in clauses Clauses (1), ) and (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"); and”; B. the The amount equal to the product of (1) three and (2) the sum of (x) the Executive's ’s Annual Base Salary (increased for this purpose by any Section 401(k) deferrals, cafeteria plan elections, or other deferrals that would have increased Executive’s Annual Base Salary if paid in cash to Executive when earned) and (y) the Executive’s Highest Annual Bonus; and; C. an amount A separate lump-sum supplemental retirement benefit equal to the excess of difference between (a1) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less for this purpose the most favorable to the Executive than those actuarial assumptions and Company contribution history with respect to the applicable retirement plan, incentive plans, savings plans and other plans described in effect under Section 4(c) (or any successor plan thereto) (the Company's “Retirement Plan Plans”) during the twelve (12) month period immediately prior to preceding the Effective Date), ) of the benefit payable under the Retirement Plans and the Company's Supplemental Income Security Plan any supplemental and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which providing benefits for the Executive participates (collectively, the "SISP"“SERP”) which the Executive would receive if the Executive's ’s employment continued for an additional three (3) years after the Termination Date with annual compensation equal to the sum of Termination the Annual Base Salary and Highest Annual Bonus, assuming for this purpose that all accrued benefits and contributions are fully vestedvested and that benefit accrual formulas and Company contributions are no less advantageous to the Executive than those in effect during the twelve (12) month period immediately preceding the Effective Date, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b2) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plans during the twelve (12) month period immediately preceding the Effective Date) of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan Plans and the SISP SERP. For example, if there were a termination today this supplemental retirement benefit would be interpreted with respect to two plans in existence today as follows: (i) with respect to the Retirement Growth component of the retirement program of the Company, the Executive would receive three times eight percent (8%) (or twenty-four percent (24%)) of the sum of the Executive’s Annual Base Salary (determined in accordance with subsection C of Section 6(a)(i)) and the Executive’s Highest Annual Bonus; and (ii) with respect to the Incentive Savings component of the retirement plan of the Company, the Executive would receive three times the annual Company match of fifty percent (50%) of the Executive’s maximum allowable contribution to the Plan assuming Executive’s compensation is as set forth above; and D. The amount equal to the product of (i) three and (ii) the sum of (x) the imputed income reflected on Executive’s W-2 attributable to the car provided to Executive by the Company or its affiliates for the last calendar year ending before the Effective Date of Termination;and (y) the club dues for Executive paid by the Company or its affiliates attributable to such year. (ii) for three years For thirty-six (36) months after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policyTermination Date, the Company shall continue to provide medical and dental benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the most favorable plans, programspractices, practices and programs or policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies applicable generally to other peer executives who are active employees and their families, families as in effect from time to time thereafter; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that the aggregate coverage of the combined benefit plans is no less favorable to the Executive, in terms of amounts and deductibles and costs to him, than the coverage required hereunder. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policieshealth insurance, the Executive shall be considered to have remained employed until three years after the Date end of Termination such thirty-six (36) month period and to have retired on the last day of such period;. If the Executive would qualify at the end of such thirty-six (36) month period for retiree health insurance under the Company’s plan guidelines as in existence on the Effective Date, the Company shall provide to the Executive and his or her spouse, for life, retiree health insurance, subsidized to at least the same percentage extent as under the Company’s plan as in existence on the Effective Date. Such retiree health insurance shall provide medical benefits to the Executive and/or the Executive’s spouse in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives who are active employees and their spouses as in effect from time to time thereafter; provided, however, that if the Executive and/or the Executive’s spouse qualifies for coverage by Medicare or any successor program, the Company may require that the Executive and/or the Executive’s spouse fully participate in Medicare and pay the premiums therefor personally. (iii) The Executive shall have the right to purchase the car provided to him by the Company shallor its affiliates during the twelve (12) month period immediately preceding the Effective Date, if applicable, (or a comparable car acceptable to the Executive if such car is no longer owned by the Company or its affiliates), at its sole expense as incurredthe book value thereof on the Termination Date, provide exercisable within thirty (30) days after the Termination Date; and if the car is not purchased, Executive with outplacement services shall return the scope and provider of which shall be selected by car to the Executive in his sole discretion; andCompany. (iv) The Executive shall have the option of purchasing any split dollar life insurance owned by the Company or its affiliates on the life of Executive for the Company’s investment in the contract, exercisable at any time within thirty (30) days after the Termination Date; and the Company agrees during the Employment Term not to terminate, sell, transfer or otherwise dispose of any such insurance without first allowing Executive the opportunity to exercise such option. For the thirty-six (36) month period after the Termination Date, the Company shall continue to provide group term life insurance (or comparable term coverage) in the same face amount and on substantially the same terms as in effect for the Executive just prior to the Effective Time. At the end of the thirty-six (36) month period, the Executive shall have any conversion rights as regards such coverage as are provided by law. (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive pursuant to this Agreement under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"). (vi) All options awarded by the Company to the Executive on or after the date of this Agreement which are outstanding as of the Termination Date shall remain exercisable for the lesser of (A) the remainder of their respective terms or (B) one year after the Executive’s death. The option term for each option is set out in the relevant agreement granting each option. Notwithstanding anything herein contained to the contrary, the payments and benefits provided in this Section 6(a) (other than the Accrued Obligations) shall not be paid or provided to the Executive unless and until he executes a Complete and Permanent Release (the “Release”) in the form attached hereto, and the applicable period for rescission of the Release has expired. The parties agree that the Release may be expanded to include any company acquiring the Company and its affiliates as “Released Parties” as defined in the Release.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (2) the product of (x) the higher of (I) highest annual bonus paid to the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized Executive for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for three years prior to the most recently completed fiscal year during the Employment Period, if any Effective Date (such higher amount being referred to as the "Highest Recent Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay365, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), ) and (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three the number of months and portions thereof from the Date of Termination until the third anniversary of the Effective Date divided by twelve and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Recent Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates at the Date of Termination (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectivelytogether, the "SISPSERP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i3(b)(i) and Section 4(b)(ii3(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination; (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by Option and the terms of the appropriate plan, program, practice or policy, the Company Restricted Stock shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their familiesvest immediately, provided, however, that if 25,000 shares of Restricted Stock shall not vest in the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period event of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of a termination by the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretionGood Reason; and (iviii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies on the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") , and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 365, and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) ), any awards under the Performance Award Plan or any comparable or successor plan and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus, or if higher, any bonus paid with respect to any fiscal year during the Employment Period; and C. utilizing actuarial assumptions no less favorable to the Executive than those in effect immediately prior to the Effective Date, an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan (the "Retirement Plan") and any excess or supplemental retirement plan in which the Executive participates (collectivelytogether, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISPSERP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination; (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, practice, policy, or program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices practices, and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs programs, and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his or her sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy policy, or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability Disability, or the Executive shall terminate employment for Good Reason: (i) the The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. (A) the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent highest Annual Bonus received by the Executive over the preceding three year period (it being agreed that as of the date of this Agreement, the Executive shall be deemed to have received a bonus equal to 50% of his annual Base Salary in respect of 1999) and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 365, and (3) any compensation previously deferred by the Executive under a plan sponsored by the Company (together with any accrued interest or earnings thereon) ), and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), ) and (3) shall be hereinafter referred to as the "Accrued Obligations"); , and B. the (B) an amount equal to the product of (1) three and (2) times the sum of (xi) the Executive's then current Annual Base Salary of the Executive and (yii) the Highest Annual Bonus; , and C. (C) an amount equal to the excess of (a) the actuarial equivalent total of the benefit employer matching contributions credited to the Executive under the Company's Pension 401(k) Savings Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement 401(k) Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or or any other Companydeferred compensation plan during the 12-sponsored excess or supplemental defined benefit retirement plan in which month period immediately preceding the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date month of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination; (ii) for three years after the Executive's Date of TerminationTermination multiplied by three, such amount to be grossed up so that the amount the Executive actually receives after payment of any federal or state taxes payable thereon equals the amount first described above. (ii) For a period of three years from the Executive's Date of Termination (the "Remaining Contract Term") or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(b)(iv) of this Agreement if the Executive's employment had not been terminated orterminated; provided, if more favorable to the Executivehowever, as in effect generally at any time thereafter that with respect to other peer executives any of such plans, programs, practices or policies requiring an employee contribution, the Company Executive shall continue to pay the monthly employee contribution for same, and its affiliated companies and their families, provided, howeverprovided further, that if the Executive becomes reemployed with by another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the The Company shall, at its sole expense as incurred, provide the Executive with outplacement services services, the scope and provider of which shall be selected by the Executive in his sole discretion; and; (iv) With respect to all options to purchase Common Stock held by the Executive pursuant to a Company stock option plan on or prior to the Date of Termination, irrespective of whether such options are then exercisable, the Executive shall have the right, during the 60-day period after the Date of Termination, to elect to surrender all or part of such options in exchange for a cash payment by the Company to the Executive in an amount equal the number of shares of Common Stock subject to the Executive's option multiplied by the difference between (x) and (y) where (x) equals the purchase price per share covered by the option and (y) equals the highest reported sale price of a share of Common Stock in any transaction reported on the New York Stock Exchange during the 60-day period prior to and including the Executive's Date of Termination. Such cash payments shall be made within 30 days after the date of the Executive's election; provided, however, that if the Executive's Date of Termination is within six months after the date of grant of a particular option held by the Executive and the Executive is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, any cash payments related thereto shall be made on the date that is six months and one day after the date of grant of such option to the extent necessary to prevent the imposition of the disgorgement provisions under Section 16(b). Notwithstanding the foregoing, if any right granted pursuant to the foregoing would make any change of control transaction ineligible for pooling of interests accounting treatment under APB Xx. 00 xxxt but for this Section 4(a)(iv) would otherwise be eligible for such accounting treatment, the Executive shall receive shares of Common Stock with a Fair Market Value equal to the cash that would otherwise be payable hereunder in substitution for the cash, provided that any such shares of Common Stock so granted to the Executive shall be registered under the Securities Act of 1933, as amended; any options outstanding as of the Date of Termination or upon a change of control and not then exercisable shall become fully exercisable as of the Executive's Date of Termination, and to the extent the Executive does not elect to surrender same for a cash payment (or the equivalent number of shares of Common Stock) as provided above, such options shall remain exercisable for one year after the Executive's Date of Termination or until the stated expiration of the stated term thereof, whichever is longer; restrictions applicable to any shares of Common Stock granted to the Executive by the Company shall lapse, as of the date of the Executive's Date of Termination; (v) All country club memberships, luncheon clubs and other memberships that the Company was providing for the Executive's use at the time Notice of Termination is given shall, to the extent possible, be transferred and assigned to the Executive at no cost to the Executive (other than income taxes owed), the cost of transfer, if any, to be borne by the Company; (vi) The Company shall either transfer to the Executive ownership and title to the Executive's company car at no cost to the Executive (other than income taxes owed) or, if the Executive receives a monthly car allowance in lieu of a Company car, pay the Executive a lump sum in cash within 30 days after the Executive's Date of Termination equal to the Executive's annual car allowance multiplied by three; (vii) All benefits under the Company's Executive Deferred Compensation Plan and the 401(k) Plan and any other similar plans, including any stock options or restricted stock held by the Executive, not already vested shall be 100% vested, to the extent such vesting is permitted under the Code (as defined below); (viii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (ix) The foregoing payments are intended to compensate the Executive for a breach of the Company's obligations and place Executive in substantially the same position had the employment of the Executive not been so terminated as a result of a breach by the Company.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount amount, if any, equal to the excess of (a1) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which maintained by the Executive participates Company (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored supplemental or excess or supplemental defined benefit retirement plan in which the Executive participates (collectivelytogether, the "SISPSERP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b2) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination; (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the vesting date for all options (including substitute or replacement options or other options granted in connection with any Business Combination) to purchase shares of the Company's common stock which were issued to Executive by the Company or an affiliate of or successor to the Company which would have occurred during the Employment Period but for such earlier termination of employment, shall be accelerated and said Executive shall have the right to exercise such options as so vested at any time during the Employment Period or as provided in accordance with the terms of such options, if longer, provided that the options must, notwithstanding the foregoing, be exercised within the terms of the options. (iv) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (ivv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Protected Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Protected Period, if any (such higher amount being referred to as the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and B. the amount equal to the product of (1) three and (2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored ’s qualified defined benefit retirement plan in which (the Executive participates (collectively, the "“Retirement Plan"”) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's ’s Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectivelytogether, the "SISP"“SERP”) which the Executive would receive if the Executive's ’s employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's ’s compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination; (ii) for three years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Target Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectivelytogether, the "SISPSERP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination; (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another an other employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectivelytogether, the "SISPSERP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that (x) all accrued benefits are fully vested, (y) the Executive is three years older and (z) the Executive is credited with three more years of service, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination; (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. (A) the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) the product of (x) the higher of (I) the Recent Target Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 (the “Pro Rata Bonus”), and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and B. (B) the amount equal to the product of (1) three two and (2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Target Annual Bonus; and C. an (C) the amount equal to the excess product of (a1) sum of (x) the actuarial equivalent of the benefit annual COBRA premiums for coverage under the Company's Pension Plan ’s health care plans and (y) the annual premium for Non-Bargaining Unit Employees and/or any other coverage (based on the rate paid by the Company for active employees) under the Company-sponsored qualified defined benefit retirement plan ’s life insurance plans, in each case, based on the plans in which the Executive participates as of the Date of Termination (collectivelyor, the "Retirement Plan") (utilizing actuarial assumptions no less if more favorable to the Executive than those Executive, the plans as in effect under the Company's Retirement Plan immediately prior to the Effective Date), and (2) two; and (D) the amount equal to the sum of all Company contributions to which the Executive is eligible as of immediately prior to the Effective Date (or, if more favorable, the Date of Termination) under the Company's Supplemental Income Security Plan and/or ’s qualified defined contribution plans and any other Company-sponsored excess or supplemental defined benefit retirement plan contribution plans (and any successor plans thereto) in which the Executive participates as of the Effective Date (collectivelyor, if more favorable, the "SISP"Date of Termination) which (together, the “DC SERPs”) that the Executive would be eligible to receive if the Executive's ’s employment continued for three two years after the Date of Termination Termination, assuming for this purpose that all accrued (1) the Executive’s benefits under such plans are fully vested, and, assuming that (2) the Executive's ’s eligible compensation for purposes of such plans in each of the three two years is that required by Section 4(b)(i) and Section 4(b)(ii)) and that such amounts are paid in equal monthly installments over such two-year period, over (b3) to the actuarial equivalent extent that the Company contributions are determined based on the contributions or deferrals of the Executive's actual benefit , that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Effective Date (paid or payableor, if more favorable, the Date of Termination), if anyand (4) to the extent that the Company contributions are discretionary, assuming such contributions are made at the rate of any discretionary contributions made by the Company during the plan year immediately preceding the Effective Date); and (ii) all accrued benefits under any excess or supplemental defined benefit plan of the Retirement Plan and Company in which the SISP Executive participates (or is otherwise being credited with service for purposes of vesting as of the Date of Termination; (ii) for three years after and all account balances under the Executive's DC SERPs shall fully vest as of the Date of Termination, in each case, to the extent the Executive participates (or previously participated) in any such longer period as may plans, and such benefits shall be provided by paid in accordance with the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices applicable plan and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such periodelections thereunder; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive’s sole discretion; provided that the cost of such outplacement shall not exceed $50,000; and provided, further, that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies the Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”) in accordance with the terms of the underlying plans, program, policy or practice or contract or agreement. Notwithstanding the foregoing provisions of this Section 6(a), if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a “Specified Employee”), amounts and benefits provided under Section 6(a)(i) that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that are to be paid or provided on account of the Executive’s separation from service and are otherwise due to the Executive under this Agreement during the six-month period immediately following the Date of Termination shall instead be paid, with interest from the Date of Termination to the date of payment on any delayed payment at a rate equal to the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) (based on the rate in effect for the month in which the Executive’s separation from service occurs), or provided, on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code (the “409A Payment Date”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. (A) the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and or (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1), (2), ) and (3) shall be hereinafter referred to as ), (the "Accrued Obligations"); and; B. (B) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and; C. (C) an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section Sections 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination plus amounts, if any, that the Executive would have contributed under the Retirement Plan during such three-year period; and (D) payment for any shares of restricted common shares issued under the Company's, Parent's or an Affiliated Company's Management and Sales Incentive Plan or any other plan (whether or not vested), to the extent such shares are tendered to the Company, Parent or an Affiliated Company, as applicable, by the Executive within 20 days after the Date of Termination, at a price per share equal to the highest of (i) the market price on the New York Stock Exchange of a common share of Parent at the close of business on the date of such tender, (ii) the highest price paid for a common share of Parent in any Change of Control transaction occurring on or after the Effective Date, or (iii) the market price on the New York Stock Exchange of a common share of Parent at the close of business on the date of any such Change of Control transaction; (ii) for three five years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies the Affiliated Companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the fifth anniversary of the Date of Termination and to have retired on the last day of such periodfifth anniversary; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive's sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies the Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason: (i1) the Company or the Bank (as applicable) shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. (A) the sum of (1i) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as amount, the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 (the “Pro-Rata Bonus”), and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case pay to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2ii) and (iii), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and; B. (B) the amount equal to the product of (1i) three two and (2ii) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and C. (C) an amount equal to the excess of (a) the actuarial equivalent sum of the benefit Company or the Bank (as applicable) matching or other employer contributions under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored ’s or the Bank’s qualified defined benefit retirement plan contribution plans and any excess or supplemental defined contribution plans in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which that the Executive would receive if the Executive's ’s employment continued for three two years after the Date of Termination Termination, assuming for this purpose that all accrued (A) the Executive’s benefits under such plans are fully vested, and, assuming that (B) the Executive's ’s compensation in each of during the three years two year period is that required by Section 4(b)(iSections 3(b)(1) and Section 4(b)(ii), over 3(b)(2) and (bC) to the actuarial equivalent extent that the employer contributions are determined based on the contributions or deferrals of the Executive's actual benefit (paid , that the Executive’s contribution or payable)deferral elections, if anyas appropriate, under the Retirement Plan and the SISP as of are those in effect immediately prior the Date of Termination;; and (iiD) for three two years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the applicable period hereinafter referred to as the “Benefit Continuation Period”), the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies the Affiliated Companies and their families, ; provided, however, that that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date end of Termination the Benefit Continuation Period and to have retired on the last day of such period; (iii2) the Company or the Bank (as applicable) shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive’s sole discretion, provided that the cost of such outplacement shall not exceed $50,000; and provided, further, that, to the extent required in order to comply with Section 409A, such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (iv3) to the extent not theretofore paid or provided, the Company or the Bank (as applicable) shall timely pay or provide to the Executive any other amounts or benefits Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement comply with Section 409A of the Company and its affiliated companies Code, cash amounts that would otherwise be payable under this Section 5(a) during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (such other amounts and benefits shall be hereinafter referred to as “Interest”), on the "Other Benefits")first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A of the Code.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment a Change of Control Period, the Company shall terminate terminates the Executive's ’s employment other than for Cause Cause, Disability or Disability death or the Executive shall terminate terminates employment for Good Reason, then, subject to Section 4 and subject to the Executive’s compliance with his or her obligations under Section 8: (i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 60 days after the Date of Termination Termination, the aggregate of the following amounts: A. (A) the sum of (1i) the Executive's Annual Base Salary ’s annual base salary through the Date Executive’s date of Termination termination to the extent not theretofore paid, and (2ii) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i) and (ii), the “Accrued Obligations”); (B) the amount equal to the product of (i) 2.0 and (ii) the Executive’s Highest Annual Base Salary; (C) the amount equal to the product of (i) 2.0 and (ii) the Executive’s target annual bonus as of such date under the Company’s annual incentive bonus plan, or any comparable bonus under any predecessor or successor plan; (D) the amount equal to the product of (x) the higher of profit sharing contribution, if any, made by the Company under The Xxxxx Corporation Profit Sharing Plan, as amended (Ithe “Profit Sharing Plan”) to the Recent Annual Bonus and (II) Executive’s account for the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during immediately preceding the year in which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") Change of Control occurs and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 and 365; (3E) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1i) three twenty-four (24) and (ii) the full monthly cost of premiums Executive would pay in the first calendar month immediately following the calendar month that includes the Executive’s termination date if the Executive timely elected to continue coverage at the level in effect immediately prior to the Executive’s termination date in any Company Group member’s group medical, dental, vision or prescription drug plans in which the Executive or the Executive’s eligible dependents are entitled to continue participation under Section 4980B of the Code or other similar applicable law; (2) the sum Executive will be fully vested in any outstanding Equity Award the amount or vesting of which is to be determined based on the achievement of performance criteria (each a “Performance-Based Equity Award”), with the performance criteria deemed achieved at the greater of (xA) target levels for the relevant performance period(s) or (B) actual performance as of the date immediately preceding the Executive’s termination date; (3) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess vesting of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent Equity Award outstanding as of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination; (ii) for three years after the Executive's Date of Termination, or such longer period as may ’s termination date that is not a Performance-Based Equity Award shall be provided determined by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices applicable equity incentive plan and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretionaward agreement; and (iv4) except to the extent otherwise set forth in the last sentence of Section 5, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which Other Benefits in accordance with the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement terms of the Company underlying plans and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")agreements.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher greater of (I) the Recent Annual Bonus and (IIi) the Annual Bonus paid or payable, including by reason of any bonus or portion thereof which has been earned but deferred deferral, to the Executive (and annualized for any fiscal year consisting of less than twelve full months or during for which the Executive was has been employed for less than twelve full months), ) for the most recently completed fiscal year during the Employment Period, if any any, and (ii) the Recent Average Bonus (such higher greater amount being shall be hereinafter referred to as the "Highest Annual Bonus") ), and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), ) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three two and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount a separate lump sum supplemental retirement benefit equal to the excess of difference between (a1) the actuarial equivalent of (utilizing for this purpose the benefit under actuarial assumptions utilized with respect to the Company's Pension Retirement Plan for Non-Bargaining Unit Employees and/or (or any other Company-sponsored qualified defined benefit retirement successor plan in which the Executive participates thereto) (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to during the Executive than those in effect under the Company's Retirement Plan 90-day period immediately prior to preceding the Effective Date), ) of the benefit payable under the Retirement Plan and the Company's Supplemental Income Security Plan any supplemental and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which of the Company and its affiliated companies providing benefits for the Executive participates (collectively, the "SISPSERP") which the Executive would receive if the Executive's employment continued at the compensation level provided for three years after in Sections 4(b)(i) and 4(b)(ii) for the Date remainder of Termination the Employment Period, assuming for this purpose that all accrued benefits are fully vestedvested and that benefit accrual formulas are no less advantageous to the Executive than those in effect during the 90-day period immediately preceding the Effective Date, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b2) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plan during the 90-day period immediately preceding the Effective Date) of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination;SERP; and (ii) for three years after the Executive's Date remainder of Terminationthe Employment Period, or such longer period as may be provided by the terms of the appropriate any plan, program, practice or policypolicy may provide, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section Sections 4(b)(iv) of this Agreement and 4(b)(vi) if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies as in effect and applicable generally to other executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibilityeligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"). For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date end of Termination the Employment Period and to have retired on the last day of such period; (iii) the Company shall; provided, at its sole expense as incurredhowever, provide that the Executive with outplacement services the scope and provider of which shall be selected by entitled to the more favorable of the retiree benefits in effect on the Date of Termination or the retiree benefits in effect on the date that would have been the last date of the Employment Period if the Executive in his sole discretionhad remained employed; and (iviii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason: (i1) the Company or the Bank (as applicable) shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. (A) the sum of (1i) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as amount, the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 (the “Pro-Rata Bonus”), and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case pay to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2ii) and (iii), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and; B. (B) the amount equal to the product of (1i) three two and one-half and (2ii) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and C. (C) an amount equal to the excess of (a) the actuarial equivalent sum of the benefit Company or the Bank (as applicable) matching or other employer contributions under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored ’s or the Bank’s qualified defined benefit retirement plan contribution plans and any excess or supplemental defined contribution plans in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which that the Executive would receive if the Executive's ’s employment continued for three two and one-half years after the Date of Termination Termination, assuming for this purpose that all accrued (A) the Executive’s benefits under such plans are fully vested, and, assuming that (B) the Executive's ’s compensation in each of during the three years two and one-half year period is that required by Section 4(b)(iSections 3(b)(1) and Section 4(b)(ii), over 3(b)(2) and (bC) to the actuarial equivalent extent that the employer contributions are determined based on the contributions or deferrals of the Executive's actual benefit (paid , that the Executive’s contribution or payable)deferral elections, if anyas appropriate, under the Retirement Plan and the SISP as of are those in effect immediately prior the Date of Termination;; and (iiD) for three two and one-half years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the applicable period hereinafter referred to as the “Benefit Continuation Period”), the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies the Affiliated Companies and their families, ; provided, however, that that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date end of Termination the Benefit Continuation Period and to have retired on the last day of such period; (iii2) the Company or the Bank (as applicable) shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive’s sole discretion, provided that the cost of such outplacement shall not exceed $50,000; and provided, further, that, to the extent required in order to comply with Section 409A, such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (iv3) to the extent not theretofore paid or provided, the Company or the Bank (as applicable) shall timely pay or provide to the Executive any other amounts or benefits Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement comply with Section 409A of the Company and its affiliated companies Code, cash amounts that would otherwise be payable under this Section 5(a) during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (such other amounts and benefits shall be hereinafter referred to as “Interest”), on the "Other Benefits")first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A of the Code.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three two and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount a lump sum in cash equal to the excess of (a) the actuarial equivalent sum of the benefit under Company contributions to the Company's Pension Employee Stock Ownership Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which (the "ESOP") that would have been made on behalf of the Executive participates (collectively, during the "Retirement Plan") (utilizing actuarial assumptions no less favorable to two year period following the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive Date of Termination if the Executive's employment had continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, andduring such period, assuming that Company contributions to the Executive's ESOP of a percentage of annual gross compensation in each equal to the average percentage of annual gross compensation contributed to the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) ESOP during the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of three-year period prior to the Date of Termination;; and (ii) for three two years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For , and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three two years after the Date of Termination and to have retired on the last day of such period; (iii) without limiting the generality of clause (ii) above, the Company shall provide the Executive with coverage under the Company's group life insurance as then in effect, or equivalent benefits, at no cost to the Executive, for two years following the Date of Termination at a level determined on the basis of three times the Executive's Annual Base Salary, and the Executive's participation in the Company's Hospital/Medical/Surgical insurance plan shall be continued on the same basis as prior to the Date of Termination, or equivalent benefits shall be provided by the Company, at no direct cost to the Executive for a period of two years from the Date of Termination; (iv) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive's sole discretion; (v) the Executive shall be entitled to full time use for a period of two years after the Date of Termination of an automobile of his selection comparable in all respects to the automobile furnished to the Executive by the Company for his use during the 120-day period prior to the termination of his employment and shall receive an automobile allowance of $3,600.00 per annum for a period of two years following the Date of Termination; and (ivvi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) three [three] [two] and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination; (ii) for three [three] [two] years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").retiree

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 ten (10) days after the Date of Termination the aggregate of the following amounts: A. (A) the sum of (1) the Executive's Annual Base Salary (which for this purpose shall include any allowance for perquisites that is paid directly to the Executive) through the end of the fiscal year containing the Date of Termination to the extent not theretofore paid, Termination; (2) the product of an amount equal to (x) the higher of the target bonus amount or the bonus actually paid to the Executive under the Company's Management Incentive Compensation Plan (Ior any comparable successor plan(s)) for the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months the Company prior to the Effective Date or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is target bonus amount payable to the number of days in Executive under such plan(s) for the current fiscal year through of the Company which contains the Date of Termination, and whichever of (x) or (y) is higher (the denominator of which is 365 "Target Bonus"); and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent or other pay not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter are herein referred to as the "Accrued Obligations"); and B. (B) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary (which for this purpose shall include any allowance for perquisites that is paid directly to the Executive) and (y) the Highest Annual Bonus; and C. an amount equal higher of (aa) the Target Bonus and (bb) the highest annual incentive bonus earned by Executive during the last three (3) completed fiscal years of the Company immediately preceding Executive's Date of Termination (annualized in the event Executive was not employed by the Company for the whole of any such fiscal year), with the product of (1) and (2) reduced by the amounts paid, if any, to the excess of (a) the actuarial equivalent of the benefit Executive under the Company's Pension Severance Pay Plan for Non-Bargaining Unit Employees and/or or pursuant to any other Company-sponsored qualified defined benefit retirement plan in which contractual arrangement with the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable or plan providing coverage to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date as a result of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination;such termination. (ii) for three years twenty-four months after the Executive's Date of Termination, Termination or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family family, including life insurance, at least equal (on an after-tax basis) to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv4(b)(v) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (, but not only to the time of commencement of benefits) of extent that the Company reimburses the Executive for retiree any increased cost and provides any additional benefits pursuant necessary to such plansgive Executive the benefits provided hereunder. (iii) the Company shall credit Executive for benefit calculation purposes under the Retirement Plans (A) for the balance of the Employment Period and (B) with two additional years of benefit service, practices, programs vesting service and policies, the Executive shall be considered to have remained employed until three years after age. (iv) for twenty-four months following the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense expense, reimburse the Executive for the cost (but not in excess of $25,000 in the aggregate), as incurred, provide the Executive with for outplacement services the scope and provider of which shall be selected by the Executive in his Executive's sole discretion; and. (ivv) for twenty-four months following the Date of Termination the Company shall, to the extent not theretofore otherwise paid or provided, the Company shall timely pay or provide to the Executive any Executive, all other amounts fringe benefits and executive perquisites provided on the date of this Agreement, or benefits required on the Date of Termination to be paid or provided or which the Executive is eligible to receive under any planextent they are more extensive, programincluding, policy or practice or contract or agreement of the Company but not limited to, luncheon club dues, annual physical examination, parking, health club dues, and its affiliated companies financial planning assistance (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (vi) with respect to any options, restricted stock or other stock based awards held by the Executive pursuant to the Company's Equity Incentive Plan, or any successor plan, on the Date of Termination all restrictions on awards of restricted stock will be canceled, and all outstanding stock options and stock appreciation rights and other stock based awards that have not fully vested, shall vest immediately and become fully exercisable and shall not thereafter be forfeitable; provided further that with respect to the Executive's stock options, (i) the options shall remain exercisable until the earlier of (x) the expiration of the option term or (y) five (5) years after the Date of Termination; (ii) for purposes of option exercises by the Executive following the Effective Date for the period such options remain exercisable, for each share of common stock acquired pursuant to such option exercise, Executive shall be entitled to a cash payment equal to the excess, if any, of (x) the closing price of one share of the common stock subject to such option as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange, Inc. (the "NYSE") (or, if the securities are not listed or admitted to trading on the NYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the securities are listed or admitted to trading or, if the securities are not listed or admitted to trading on any national securities exchange, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, any such exchange or system an "Other Exchange") on the date of the Change of Control over (y) the closing price of one share of the common stock on the NYSE or any Other Exchange on the date of exercise; and (iii) if, after a Change of Control occurs, any of the Executive's stock options are not assumed or substituted by the successor corporation or the common stock (or common stock equivalent, in the case of a non-U.S. entity) for which each such option is exercisable is not traded on the NYSE or any Other Exchange, then in respect of each such option held by the Executive, the Executive, in exchange for surrendering such options, shall be entitled to an immediate cash payment equal to the Black-Scholes value (determined as of that date, the date of grant, or the Effective Date, whichever of the foregoing is highest) of each such option as determined by the independent accounting firm that audited the Company's financial statements prior to the Change of Control, assuming that the option's expected life is the balance of its term.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Protected Period, the Company shall terminate the Executive's ’s employment other than for Cause Cause, Death or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date Executive’s “separation from service” (“Separation from Service”) within the meaning of Termination Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance issued thereunder (“Section 409A”) the aggregate of the following amounts: A. the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) but only to the extent that such deferred compensation is “grandfathered” under and not subject to the rules of Section 409A and the payment of which under this provision would not cause such deferred compensation to lose its “grandfathered” status, and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), ) and (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); B. subject to Section 6(e) of this Agreement, the product of (x) the average of the Executive’s annual bonuses paid or payable under the Company’s annual incentive plan, or any comparable bonus under any predecessor or successor plan, for the last three full fiscal years prior to the Date of Termination (annualized in the event that the Executive was not employed by the Company for the whole of any such fiscal year), and (y) a fraction, the numerator of which is the number of completed months in the current fiscal year prior to the Date of Termination, and the denominator of which is 12; and B. C. subject to Section 6(e) of this Agreement, the amount equal to the product of (1) three and (2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Executive’s target Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit Bonus payable under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement ’s annual incentive plan in effect with respect to the fiscal year in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date Change of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination;Control occurs. (ii) subject to Section 6(e) of this Agreement, for three years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policypolicy (the “Benefits Continuation Period”), the Company shall continue benefits specified on Exhibit 1 to this Agreement to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibilityeligibility and provided further that if such coverage is provided under a Company sponsored self-insured plan, it will be provided on an after-tax basis and the Executive will have income imputed to him or her annually equal to the fair market value of the Company-paid premium coverage. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period. Notwithstanding the foregoing, to the extent that any benefit is a “deferral of compensation” that is subject to Section 409A, except as otherwise permitted by Section 409A, (A) to the extent that any such benefit is provided via reimbursement to the Executive or is an in-kind benefit, such reimbursement or benefit will be made or provided promptly by the Company and in no event later than the end of the year following the year in which the underlying expense is incurred, (B) any such benefit provided by the Company in any year will not be affected by the amount of any such benefit provided in any other year, provided that this subclause (B) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code of 1986, as amended (the “Code”), solely because such expenses are subject to a limit related to amounts that may be reimbursed during the period the arrangement is in effect, and (C) under no circumstances will the Executive be permitted to liquidate or exchange any such benefit for cash or any other benefits. Notwithstanding any other provision of this Agreement to the contrary, any benefits that may otherwise be provided pursuant to this Section 6(a)(ii) will not be provided (or, if such benefits have commenced, will cease to be provided) if the Company determines that providing such benefits would constitute impermissible discrimination in favor of highly compensated individuals under the Patient Protection and Affordable Care Act; (iii) the Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services the scope and provider of which shall be selected by the Executive in his or her sole discretion; provided, however, that the amount of outplacement services provided to the Executive by the Company pursuant to this Section 6(a)(iii) shall not exceed $100,000; and (iv) subject to Section 6(e) of this Agreement, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”). Notwithstanding the foregoing, any compensation previously deferred by the Executive that is subject to Section 409A, or that is “grandfathered” under Section 409A but was not paid out under Section 6(a)(i)(A), will be payable in accordance with the terms of the plan or arrangement under which the compensation was deferred.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and B. the amount equal to the product of (1) three two and (2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a1) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored ’s qualified defined benefit retirement plan in which (the Executive participates (collectively, the "“Retirement Plan"”) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's ’s Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectivelytogether, the "SISP"“SERP”) which the Executive would receive if the Executive's ’s employment continued for three two years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's ’s compensation in each of the three two years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b2) the actuarial equivalent of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination; (ii) for three two years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. Notwithstanding the foregoing, the Company shall continue to make all scheduled premium payments under any split-dollar life insurance policy in effect on the Date of Termination on behalf of the Executive for so long as such payments are scheduled (without giving effect to Executive’s termination). For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three two years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement out placement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits")”) and (v) a good faith determination by Executive that Executive is unable to establish a satisfactory working relationship with the new President, North America, provided that Executive has attempted to establish a good working relationship with the President, North America and has reasonably devoted Executive’s time and effort to performing his job to the best of his abilities. This clause may only be exercised during the first six-months following the date on which the President, North America, joins the Company.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the ExecutiveEmployee's employment other than for Cause Cause, death or Disability Disability, or the Executive shall terminate Employee terminates employment for Good Reason: (i) the The Company shall pay to the Executive Employee in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. (A) the sum of (1) the ExecutiveEmployee's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent highest Annual Bonus received by the Employee over the preceding three year period and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any that would be payable in respect of the current fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Periodyear, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 365, and (3) any compensation previously deferred by the Executive Employee under a plan sponsored by the Company (together with any accrued interest or earnings thereon) ), and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), ) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the (B) an amount equal to the product of (1) three and (2) two times the sum of (xi) the Executive's then current Annual Base Salary of the Employee and (yii) the Highest Annual Bonus; and C. (C) an amount equal to the excess of (a) the actuarial equivalent total of the benefit employer basic and matching contributions credited to the Employee under the Company's Pension 401(k) Savings Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement 401(k) Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Companydeferred compensation plan during the 12-sponsored excess or supplemental defined benefit retirement plan in which month period immediately preceding the Executive participates (collectively, month of the "SISP") which the Executive would receive if the ExecutiveEmployee's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vestedmultiplied by two, and, assuming such amount to be grossed up so that the Executive's compensation in each amount the Employee actually receives after payment of any federal or state taxes payable thereon equals the three years is that required amount first described above; and (D) an amount equal to two times the total amount of all fringe benefits received by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP as of the Date of Termination;Employee on an annualized basis. (ii) for three For a period of two years after from the ExecutiveEmployee's Date of Termination, Termination or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive Employee and/or the ExecutiveEmployee's family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(iv) of this Agreement if the ExecutiveEmployee's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, terminated; provided, however, that with respect to any of such plans, programs, practices or policies requiring an employee contribution, the Employee shall continue to pay the monthly employee contribution for same, and provided further, that if the Executive Employee becomes reemployed with re-employed by another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) All benefits and amounts under the Company shallCompany's deferred compensation plan and the 401(k) Plan and any other similar plans, at its sole expense as incurredincluding any stock options held by the Employee, provide the Executive with outplacement services the scope and provider of which not already vested shall be selected by the Executive in his sole discretion; and100% vested; (iv) to To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive Employee any other amounts or benefits required to be paid or provided or which that the Executive Employee is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) The foregoing payments are intended to compensate the Employee for a breach of the Company's obligations and place Employee in substantially the same position had the employment of the Employee not been so terminated as a result of a breach by the Company. The payments shall be in lieu of any other severance payments that might be due to the Employee under the Company's severance and other similar plans.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Change of Control Period, the Company shall terminate terminates the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason: (iA) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. : the sum of (1i) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Change of Control Period, if any (such higher amount being referred to as amount, the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365, and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2ii) and (iii), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and B. and the amount equal to the product of (1i) three and (2ii) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and C. and in lieu of the receipt of shares of common stock of the Company ("Common Stock") issuable upon the exercise of outstanding options (other than stock options qualifying as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code") which ISOs were granted on or prior to April 29, 1996) ("Options"), stock appreciation rights ("SARs") and performance units (“Units”), if any (the Options, SARs and Units shall be referred to herein collectively as the “Awards”), granted to the Executive under the Company's 1996 Stock Incentive Plan or any successor or substitute plans thereto, or otherwise not under any such plan, an amount equal to the product of (i) the excess of (ax) in the actuarial equivalent case of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectivelyan ISO granted after April 29, 1996, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to closing price of Common Stock as reported on the Executive than those in effect under New York Stock Exchange on the Company's Retirement Plan Date of Termination or the last full trading day immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested(or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading value in the Common Stock is highest) (the “Closing Price”) and, assuming that in the Executive's compensation in each case of all other Awards, the higher of the three years is that required by Section 4(b)(i) Closing Price and Section 4(b)(ii)the highest per share price for Common Stock actually paid in connection with any Change of Control, over (by) the actuarial equivalent of the Executive's actual benefit per share exercise price (paid or payable), if any) of each Award, under and (2) the Retirement Plan and the SISP as number of shares of Common Stock covered by each such Award, whether or not such Award is exercisable on the Date of Termination;; and (iiB) for three years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its the affiliated companies and their families, provided, however, that that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For If the Executive has attained age 50 on the Date of Termination and if, with five additional years of age and service beyond the Executive’s age and years of service as of the Date of Termination, the Executive would have been entitled to receive any other benefits under the Company's post-retirement programs as in effect immediately prior to the Effective Date, then the Executive shall be entitled to such benefits as if the Executive had attained those five additional years of age and been employed by the Company for those five additional years of service, as of the Date of Termination, and such benefits shall commence immediately and be determined and provided under the terms of such plans as in effect immediately prior to the Effective Date, without regard to any amendments subsequent to the Effective Date that adversely affect the rights of participants thereunder; and (C) if the Executive has attained age 50 but has not attained age 55 on the Date of Termination, then for purposes of determining eligibility (but not the time of commencement of benefitsbenefits under Section 3.2(c) of the Executive for retiree benefits pursuant Company's Supplementary Retirement Plan or any successor plan, as in effect immediately prior to such plans, practices, programs and policiesthe Effective Date (the “Supplemental Plan”), the Executive shall be considered deemed to have remained employed until three years after be entitled to the Date benefits under Section 3.2(c) of Termination and the Supplemental Plan if, during the five-year period following the Effective Date, the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason (it being expressly agreed that, notwithstanding anything to have retired the contrary contained herein, the rights under this Section 5(a)(3) shall survive for the five-year period following the Effective Date); and (D) Notwithstanding any provision in any equity or equity-based grant agreement or any other agreement or plan covering the Executive, all of the non-competition restrictions imposed on the last day Executive under such equity or equity-based grant agreement shall cease to apply for all purposes of such periodequity or equity-based grant agreement, including but not limited to all options, stock appreciation rights, and performance units granted to the Executive at any time; (iiiE) the Company shall, at its sole expense as incurred, and subject to a maximum limit equal to three (3) times the Executive’s monthly compensation, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive’s sole discretion; and (ivF) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its the affiliated companies (such other amounts and benefits shall be hereinafter referred to as benefits, the "“Other Benefits"”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason: (i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. (A) the sum of (1i) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2ii) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365, and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2ii) and (iii), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and; B. (B) the amount equal to the product of (1i) three two and (2ii) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Recent Annual Bonus; and; C. (C) an amount equal to the excess of (ai) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored ’s qualified defined benefit retirement plan in which (the Executive participates (collectively, the "“Retirement Plan"”) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), ) and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP"“SERP”) which that the Executive would receive if the Executive's ’s employment continued for three two years after the Date of Termination Termination, assuming for this purpose that (x) the Executive’s age and service credit increase during the two-year period, (y) all accrued benefits are fully vested, and, assuming that vested and (z) the Executive's ’s compensation in each of the three two years is that required by Section 4(b)(iSections 3(b)(1) and Section 4(b)(ii3(b)(2), over (bii) the actuarial equivalent of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination;; and (iiD) an amount equal to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for two years after the Date of Termination, assuming for this purpose that (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the two years is that required by Sections 3(b)(1) and 3(b)(2) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for three two years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies the Affiliated Companies and their families, provided, however, that that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed (for purposes of both age and service credit) until three two years after the Date of Termination and to have retired on the last day of such period; (iii3) during the 12-month period following the Date of Termination, the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive’s sole discretion, provided that, the cost of such outplacement shall not exceed $25,000 (as adjusted for inflation based on the Consumer Price Index or another nationally recognized published inflation index); and (iv4) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies the Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as benefits, the "“Other Benefits"”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: : (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: : <PAGE 5> A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus for the full fiscal year in which the Date of Termination occurs, determined based on actual individual and corporate performance through the Date of Termination, and (II) the Recent Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 365, to the extent not theretofore paid and (3) any compensation previously deferred by the Executive Executive, including, without limitation, amounts credited to the "bonus bank" (together with the "Bonus Bank") pursuant to the Bonus Plan (less any accrued interest or earnings thereon) administrative credits included in the Bonus Bank), and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and and B. the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and Salary, (y) the Highest Annual BonusBonus and (z) the aggregate dollar value of the annual long-term incentive awards granted to the Executive as determined in accordance with the Company's policies and procedures for determining annual long-term incentive awards as in effect immediately prior to the Effective Date based on the Executive's Annual Base Salary and the Executive's annual long-term incentive award percentage in effect immediately prior to the Effective Date for the fiscal year in which the Effective Date occurs; and and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Unfunded Supplemental Income Security Benefit Plan and/or for Salaried Employees or its successor plan or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectivelytogether, the "SISPSERP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SISP SERP as of the Date of Termination; ; and D. an amount equal to the additional Company matching contributions that would have been made on the Executive's behalf in the Company's Thrift Plan for Salaried Employees or any successor plan (the "Thrift Plan") (assuming continued participation on the same basis as immediately prior to the Effective Date), plus the additional amount of any benefit the Executive would have accrued under the SERP as a result of contribution limitations in the Thrift Plan, which the Executive would receive if the Executive's employment continued for three years after the Date of Termination, assuming for this purpose that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii) and that the Company's matching contributions are determined pursuant to the applicable provisions of the Thrift Plan and the SERP, as in effect during the 12-month period immediately prior to the Effective Date; and (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv4(b)(v) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, ; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; ; and (iii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide to the Executive and/or the Executive's family fringe benefits at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(vii) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in <PAGE 6> effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families; and (iv) upon the Date of Termination, the Executive shall have the right and option to purchase the automobile which the Company was providing to the Executive immediately prior to the Date of Termination in accordance with the Company's practice for retiring employees as in effect immediately prior to the Effective Date; and (v) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion, provided that the aggregate cost of such services shall not exceed $50,000; and and (ivvi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason: (i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. (A) the sum of of: (1i) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, ; (2ii) the product of (x) the higher of (I) the Recent Annual Target Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as amount, the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365; provided, that if the Date of Termination occurs in the same fiscal year as the Change of Control, then such product shall be reduced (but not below zero) by the amount of any Change of Control Bonus payable to the Executive; and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2ii) and (iii), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and; B. (B) the amount equal to the product of (1i) three and (2ii) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and C. (C) an amount equal to the excess of (ai) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored ’s qualified defined benefit retirement plan in which (the Executive participates (collectively, the "“Retirement Plan"”) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and the Company's Supplemental Income Security Plan and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the "SISP"“SERP”) which and any Enhanced Pension Benefits that the Executive would receive if the Executive's ’s employment had continued for three a number of years after and fractions of years equal to the sum of (I) one or, if greater, the number of years and fractions of years from the Date of Termination assuming through the third anniversary of the Change of Control (the “Continuation Period”) plus (II) three years, and had achieved an age equal to the (x) Executive’s actual age, plus (y) the number of years and fractions of years in the Continuation Period, plus (z) such additional number of years and fractions thereof, as may be necessary for the Executive to be eligible for unreduced early retirement benefits under the Retirement Plan, the SERP and the Enhanced Pension Benefits (if any), but the number described in this purpose clause (z) shall not exceed five; with the foregoing calculations being made with the assumptions that all accrued benefits are fully vested, and, assuming and that the Executive's ’s compensation in each during the period of the three years assumed continued employment is that required by Section 4(b)(iSections 3(b)(1) and Section 4(b)(ii3(b)(2), ; over (bii) the actuarial equivalent of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan Plan, the SERP and the SISP Enhanced Pension Benefits (if any) as of the Date of Termination; (ii2) for three years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue welfare and fringe benefits to the Executive and/or the Executive's ’s family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement and (6) if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies the Affiliated Companies and their families, provided, however, that that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For ; and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his the Executive’s sole discretiondiscretion provided, that the cost of such outplacement shall not exceed $50,000; (4) all stock options and restricted stock held by the Executive immediately before the Date of Termination shall vest in full, and such stock options shall remain exercisable until the first to occur of the first anniversary of the Date of Termination and the expiration of their original terms; and (iv5) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies the Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as benefits, the "“Other Benefits"”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment PeriodTerm, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 9 (i) the The Company shall pay to the Executive in a lump sum in cash within 30 five (5) days after the Termination Date of Termination the aggregate of the following amounts: A. the The sum of of: (1) the The Executive's Annual Base Salary through the Termination Date of Termination to the extent not theretofore paid, ; and (2) the The product of (x) the higher of (I) the Recent Annual Average Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred amount deferred, (and annualized for any fiscal year consisting of less than twelve (12) full months or during for which the Executive was has been employed for less than twelve (12) full months), ) for the most recently completed fiscal year during the Employment PeriodTerm, if any (such higher amount being referred to as the "Highest Annual Bonus.") and (y) a fraction, the numerator of which is the number of days completed in the current fiscal year through the Date of TerminationTermination Date, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the 365. The sum of the amounts described in clauses Clauses (1), ) and (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and; B. the The amount equal to the product of (1) three two and (2) the sum of (x) the Executive's Annual Base Salary (increased for this purpose by any Section 401(k) deferrals, cafeteria plan elections, or other deferrals that would have increased Executive's Annual Base Salary if paid in cash to Executive when earned) and (y) the Executive's Highest Annual Bonus; and; C. an amount A separate lump-sum supplemental retirement benefit equal to the excess of difference between (a1) the actuarial equivalent of the benefit under the Company's Pension Plan for Non-Bargaining Unit Employees and/or any other Company-sponsored qualified defined benefit retirement plan in which the Executive participates (collectively, the "Retirement Plan") (utilizing actuarial assumptions no less for this purpose the most favorable to the Executive than those actuarial assumptions and Company contribution history with respect to the applicable retirement plan, incentive plans, savings plans and other plans described in effect under Section 4(c) (or any successor plan thereto) (the Company's "Retirement Plan Plans") during the twelve (12) month period immediately prior to preceding the Effective Date), ) of the benefit payable under the Retirement Plans and the Company's Supplemental Income Security Plan any supplemental and/or any other Company-sponsored excess or supplemental defined benefit retirement plan in which providing benefits for the Executive participates (collectively, the "SISPSERP") which the Executive would receive if the Executive's employment continued for three an additional two (2) years after the Termination Date with annual compensation equal to the sum of Termination the Annual Base Salary and Highest Annual Bonus, assuming for this purpose that all accrued benefits and contributions are fully vestedvested and that benefit accrual formulas and Company contributions are no less advantageous to the Executive than those in effect during the twelve (12) month period immediately preceding the Effective Date, and, assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b2) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plans during the twelve (12) month period immediately preceding the Effective Date) of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan Plans and the SISP SERP. For example, if there were a termination today this supplemental retirement benefit would be interpreted with respect to two plans in existence today as follows: (i) with respect to the Retirement Growth component of the Date retirement program of Termination; the Company, the Executive would receive two times eight percent (8%) (or sixteen percent (16%)) of the sum of the Executive's Annual Base Salary (determined in accordance with subsection C of Section 6(a)(i)) and the Executive's Highest Annual Bonus; and (ii) for three years after with respect to the Incentive Savings component of the retirement program of the Company, the Executive would receive two times the annual Company match of fifty percent (50%) of the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits maximum allowable contribution to the Executive and/or the Plan assuming Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, compensation is as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretionset forth above; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").