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 Executive’s employment other than for Cause or Disability, or 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 Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) Executive’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 Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such 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, (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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one (1) times the sum of (x) Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the 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 Executive any other amounts or benefits required to be paid or provided or which 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 Cause, death 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 the aggregate of the following amounts in a lump sum in cash within thirty (30) 30 days after the Date of Termination the aggregate of the following amountsTermination: A. the sum of (1) the Executive’s Annual Base Salary and any accrued vacation pay through the Date of Termination to the extent not theretofore paidTermination, (2) the product of (x) Executive’s highest annual Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus from the Company, including any bonus or portion thereof which has not been earned but deferred, for any paid as of the last three full fiscal years Date of Termination, and (3) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the Date of Termination (such amount being referred to as in accordance with the “Highest Annual Bonus”) and (y) a fractionapplicable Company policy, the numerator of which is the number of days in the current fiscal year through the Date of Terminationeach case, and the denominator of which is 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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1) through (3), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); 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 Base Salary or Annual Bonus described in clause (1) or clause (3) above, then for all purposes of this Section 4 (including, without limitation, Sections 4(b) through 4(d)), such deferral election, and the terms of the applicable arrangement shall apply to the same portion of the amount described in such clause (1) or clause (3), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below); and B. the amount equal to one product of (1) times the sum highest Annual Bonus earned by the Executive for the last three full fiscal years of the Company ending prior to the year in which the Date of Termination occurs (xincluding any amounts deferred or satisfied with equity award grants) Executive’s (the “Highest Annual Base Salary at Bonus”) and (2) a fraction, the rate numerator of which is the number of days in effect on the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 (ythe “Pro-rata Bonus”); and C. an amount equal to three times the sum of (1) the Executive’s Annual Base Salary, (2) the Highest Annual Bonus;Bonus and (3) the Company’s contribution on behalf of the Executive to the Company’s Profit Sharing Retirement Plan (or successor plan) for the plan year ending immediately prior to the plan year during which the Date of Termination occurs; and (ii) for a during the three-year period of one (1) year from following the Date of TerminationTermination or such longer period as may be provided by the terms of the appropriate plan, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement program, practice or policy, but, to the same extent and upon required in order to comply with Section 409A, in no event beyond the same terms as end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Executive and/or the Executive's eligible dependents participated immediately prior to ’s family shall be provided with welfare benefits at least as favorable, and at the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional after-tax same cost to the Executive and/or the Executive's eligible dependents’s family, as those that would have been provided to them under Section 2(b)(iii)(B) with benefits outside such plans having terms not less favorable than those provided under of this Agreement if the Company's medical and other welfare plans as Executive’s employment had continued until the end of the Date of Termination. If Continuation Period; provided, however, that during any period when the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare such benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall provided by the Company under this Section 4(a)(ii) may be made secondary to those provided under such other plan during such applicable plan. 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 4(a)(ii) and the period of eligibilityCOBRA 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 the end of the Benefit Continuation Period and to have retired on the last day of such period; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the 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 through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).. Notwithstanding the foregoing provisions of this Section 4(a), to the extent required in order to comply with Section 409A of the Code, cash amounts that would otherwise be payable under this Section 4(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 (“Interest”), 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.

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, Disability or the Executive shall terminate terminates employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (i1) the Company shall pay to Executive the Executive, in a lump sum in cash within thirty (30) 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 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) Executive’s highest annual bonus from the Companyhigher 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 deferreddeferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period, if any of the last three full fiscal years prior to the Date of Termination (such amount being referred to as higher 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 365365 (the “Pro Rata Bonus”); provided, (3) any accrued vacation pay to that notwithstanding the extent not theretofore paidforegoing, and (4) unless if the Executive has elected a different payout date 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 a prior clause (iii) above, then such deferral election, any compensation previously deferred by Executive (together with any accrued interest and the terms of the applicable plan, agreement, or earnings thereon) other arrangement shall apply to the extent not theretofore paid (the sum same portion of the amounts amount described in clauses clause (1iii), (2), (3) and (4) 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 one the product of (1i) times two and (ii) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and (C) an amount equal to the sum of the Company or an Affiliated Company’s (as applicable) matching contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates at of the rate Date of Termination (or, if more favorable to the Executive, the plans as in effect on immediately prior to the Effective Date) that the Executive would receive if the Executive’s employment continued for two years after the Date of Termination, and assuming for this purpose that (yi) the Executive’s Highest Annual Bonus; benefits under such plans are fully vested, (ii) the Executive’s compensation in each of the two years is that required by Sections 3(b)(1) and 3(b)(2), (iii) the rate of any such employer contribution is equal to the maximum rate provided under the terms of the applicable plans for a period of one (1) the year from in which the Date of TerminationTermination occurs (or, if more favorable to the Executive, or in the event that as of the Date of Termination the rate of any such contribution for such year is not determinable, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare rate of contribution under the plans described in Section 4(b)(iv) of this Agreement to for the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated 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 (2) for two years after the Executive’s Date of Termination, or such longer period as may be provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under by the terms and provisions of such plansthe appropriate plan, program, practice or policy (the “Benefit Continuation Period”), the Company shall take such actions as may be necessary provide health care and life insurance benefits to provide the Executive and/or the Executive's eligible dependents (without additional ’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive's eligible dependents’s family, as those 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 3(b)(4) 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 benefits outside such plans having terms not less favorable than those provided under the Company's medical and respect to other welfare plans as peer executives of the Date Company and 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 Termination. If 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 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 the retiree welfare benefit plans, the Executive shall be considered to have remained employed until the end of 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) all unvested stock options to acquire stock 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 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 Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of 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 Benefits (as defined in Section 6) in accordance with the terms of the underlying plans or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise provided in Section 11(g) 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 the benefits that would otherwise be provided under this Section 5(a)(1) during the six-month period immediately following the Date of Termination (other amounts or benefits required to than the Accrued Obligations) shall instead be paid 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 or which Executive on the first business day after the date that is eligible to receive under any plan, program, policy or practice or contract or agreement six months following the Executive’s “separation from service” within the meaning of Section 409A of the Company and its affiliated companies Code (such other amounts and benefits shall be hereinafter referred to as the “Other BenefitsDelayed Payment Date”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company Energy Group or any of its affiliated companies 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) Energy Group shall pay, or cause to be paid, to the Company shall pay to Executive in a lump sum in cash within thirty (30) 30 days after the Date of Termination the aggregate of sum of: (A) the following amounts: A. the sum of (1) Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2B) the product of (x) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such amount being referred to as the “Highest Average Annual Bonus”) 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 (3C) any accrued vacation pay to the extent not theretofore paidpay, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) each case to the extent not theretofore paid (the sum of the amounts described in clauses (1A), (2B), (3) and (4C) shall be hereinafter referred to as the “"Accrued Obligations”"); and; B. (ii) Energy Group shall pay, or cause to be paid, to the amount Executive in twelve (12) equal to one monthly installments, with the first payment due and payable 30 days after the Date of Termination, the product of (1) times the Multiple and (2) the sum of (x) the Executive’s 's Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest the Average Annual Bonus; (iiiii) for a period number of one (1) year from years after the Executive's Date of TerminationTermination equal to the Multiple, or such longer period as may be provided by the Company will allow terms of the appropriate plan, program, practice or policy, Energy Group or any of its affiliated companies shall continue benefits to the Executive and/or the Executive's eligible dependents family at least equal to continue those which would have been provided to participate them in any medical accordance with the plans, programs, practices and other welfare plans policies described in Section 4(b)(iv5(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the same extent Executive, as in effect generally at any time thereafter with respect to other peer executives of Energy Group or any of its affiliated companies and upon the same terms as their families, provided, however, that if the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed 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 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; (iv) Energy Group or any of its affiliated companies shall, at its sole expense as incurred, provide the Executive with outplacement services from a recognized outplacement service provider, the scope of which shall be selected by the Executive in his sole discretion but the cost to Energy Group shall not exceed $30,000; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; and (ivv) to the extent not theretofore paid or provided, the Company Energy Group or any of its affiliated companies 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 Energy Group or any of its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"). Notwithstanding the foregoing, except with respect to payments and benefits under Sections 7(a)(i)(A), 7(a)(i)(C) and 7(a)(v), all payments and benefits shall cease in the event Executive breaches any of his obligations under Section 11 hereof.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate Employer terminates the Executive’s employment without Cause (other than for Cause as a consequence of the Executive’s death or Disability, which terminations shall be governed by Section 5(c) below), or the Executive terminates his employment with the Employer for Good Reason and, in either case, such termination of employment constitutes a Separation from Service, then the Executive shall terminate employment for Good Reason, then be entitled to receive the payments and benefits described below in consideration of Executive’s services rendered prior to such termination:this Section 5(a). (iA) the Company The Executive shall pay to Executive be paid, in a lump single lump-sum in cash payment within thirty (30) days after the Date of Termination Executive’s Separation from Service (or any shorter period prescribed by law), the aggregate of the following amounts: A. the sum amount of (1) the Executive’s earned but unpaid Base Salary through the Date of Termination to the extent not theretofore paidand accrued but unpaid vacation pay, (2) the product of (x) Executive’s highest annual bonus from the Companyif any, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such 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, (32) 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 unreimbursed business expenses or other payments incurred by Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one (1) times the sum of (x) Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of through the Date of Termination shall be immediately that are reimbursable under Section 3(b)(vi) above; and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; and (ivB) to the extent not theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any accrued benefits and other amounts or benefits required to be paid or provided or which Executive is eligible prior to receive the Date of Termination under any other plan, program, policy or practice or policy, practice, contract or agreement of the Company Employer and its affiliated companies affiliates according to their terms, including, without limitation, pursuant to any outstanding LTIP Award Agreement (such other amounts the payments and benefits shall be hereinafter referred to as described in this Section 5(a)(i), the “Other BenefitsAccrued Obligations”). (ii) In addition to the Accrued Obligations, provided that the Executive executes and delivers to the Employer a general release and waiver of claims substantially in the form attached hereto as Exhibit B (as such form may be updated to reflect changes in law, the “Release”) by the twenty-first day (or, if the 21st day is not a day on which the Employer’s executive offices receive U.S. Mail and are open for business, the next such day) after the Executive’s Separation from Service and does not revoke such Release by the seventh day after delivery of the Release to the Employer, and further subject to Section 12 below, the Executive shall be entitled to receive the following payments and benefits (the “Severance”): (A) A payment (the “Severance Salary Payment”) equal to the product of (1) the Executive’s Base Salary as in effect immediately prior to the Date of Termination (without regard to any reduction giving rise to Good Reason) multiplied by (2) the greater of the number of whole years remaining in the Employment Period and one (the “Severance Multiple”), payable on the sixtieth day after the date on which the Executive incurs a Separation from Service; (B) The Executive shall receive a lump-sum payment equal to (a) eighteen (18) times the then-existing COBRA payment for one month of coverage for the Executive and all of the Executive’s dependents who are covered by the medical, prescription and dental benefits provided by any Employer health plan, plus (b) eighteen (18) times the then-existing COBRA payment for one month of coverage for all of the Executive’s dependents (but not the Executive) who are covered by the medical, prescription and dental benefits provided by any Employer health plan, payable at the same time as the Severance Salary Benefit (and subject to such taxes and withholding amounts as required with respect to such payment); (C) Any LTIP Units which may have been awarded to the Executive shall vest and shall convert into Units as set forth in the applicable award agreement. The Employer shall cause all programs that provide for performance-vesting awards, equity, and/or long-term incentive, awards awarded on or after the Commencement Date to provide that they fully vest on the date of the Executive’s Separation from Service, that any vested awards which are exercisable shall remain exercisable for the remainder of their original terms, and that any awards subject to Code Section 409A shall remain payable in accordance with the terms of the applicable award agreement; (D) An amount equal to the product of (i) the lesser of the Target Annual Bonus and the average of the previous two Annual Bonuses paid to the Executive, multiplied by (ii) the Severance Multiple, payable in the calendar year following the calendar year in which the Executive’s Separation from Service occurs, but in no event later than the fifteenth day of the third month following the end of the calendar year in which the Date of Termination occurs (the “Severance Bonus”); and (E) Any unpaid Annual Bonus that would have become payable to the Executive pursuant to Section 3(b)(ii) hereof in respect of any calendar year that ends on or before the Date of Termination had the Executive remained employed through the payment date of such Annual Bonus, payable in the calendar year in which the Separation from Service occurs, but in no event later than the date in such calendar year on which annual bonuses are paid to the Employer’s senior executive officers generally.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates Executive’s employment other than for Cause Cause, death or Disability, or Executive shall terminate terminates employment for Good Reason, then then, in consideration of each case, subject to Executive’s services rendered prior execution within 50 days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (the “Release”), the Company and its Affiliates shall pay to such terminationExecutive the following: (i) the Company shall pay to Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: A. the sum of (1A) Executive’s the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid, (2B) the product of any accrued but unpaid vacation and (xC) Executive’s highest annual bonus from business expenses that have not been reimbursed by the Company, including any bonus or portion thereof which has been earned but deferred, for any Company as of the last three full fiscal years Date of Termination that were incurred by Executive on or prior to the Date of Termination (such 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, (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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1A), (2), (3B) and (4C) shall be hereinafter referred to as the “Accrued Obligations”); and, which Accrued Obligations shall be paid in a lump sum in cash within 60 days following the Date of Termination; B. (ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of the Company that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash no later than March 15 following the year in which it was earned; (iii) a prorated Annual Bonus in respect of the fiscal year of the Company in which the Date of Termination occurs, with such amount to equal to one (1) times the sum product of (xA) Executive’s the target Annual Base Salary at Bonus opportunity for the rate fiscal year in effect on which the Date of Termination occurs, and (B) a fraction, (I) the numerator of which is the number of days in the fiscal year of the Company in which the Date of Termination occurs through the Date of Termination, and (yII) Executive’s Highest the denominator of which is 365 (the “Prorated Annual Bonus”), which Prorated Annual Bonus shall be paid in a lump sum in cash on the first regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the first regularly scheduled payroll date in the second calendar year; (iiiv) an amount equal to the product of (A) the Severance Multiple (as defined below) multiplied by (B) the sum of (x) the Annual Base Salary and (y) the target Annual Bonus opportunity as in effect for a period the fiscal year of one (1) year from the Company in which the Date of TerminationTermination occurs, which amount shall be paid in a lump sum in cash on the Company will allow Executive and/or Executive's eligible dependents first regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the first regularly scheduled payroll date in the second calendar year; (v) a cash payment equal to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) 125% of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to full amount of premiums for health insurance coverage for a number of years following the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost Termination equal to the Severance Multiple, determined based on the level of coverage for Executive and/or and Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans ’s dependents as of the Date of Termination. If Executive becomes 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 which shall be secondary to those paid on the first regularly scheduled payroll date following the effective date of the Release, provided under such other plan during such applicable that if the period for consideration and revocation of eligibilitythe Release spans two calendar years, then the payment shall be made no sooner than the first regularly scheduled payroll date in the second calendar year; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; and (ivvi) to the extent not theretofore paid or provided, the Company and its Affiliates shall timely pay or provide to Executive Executive, in accordance with the terms of the applicable plan, program, policy, practice or contract, any other amounts or benefits required to be paid or provided provided, or which that Executive is eligible to receive under any plan, program, policy or policy, practice or contract or agreement of the Company and or its affiliated companies Affiliates, 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. 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, then in consideration of Executive’s services rendered prior to such termination: (i) the Company shall pay to the Executive the aggregate of the following amounts in a lump sum in cash within thirty (30) 30 days after the Date of Termination the aggregate of the following amountsTermination: A. the sum of (1) the Executive’s Annual Base Salary and any accrued vacation pay through the Date of Termination to the extent not theretofore paidTermination, (2) the product of (x) Executive’s highest annual Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus from the Company, including any bonus or portion thereof which has not been earned but deferred, for any paid as of the last three full fiscal years Date of Termination, and (3) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the Date of Termination (such amount being referred to as in accordance with the “Highest Annual Bonus”) and (y) a fractionapplicable Company policy, the numerator of which is the number of days in the current fiscal year through the Date of Terminationeach case, and the denominator of which is 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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1) through (3), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one product of (1) times the sum highest Annual Bonus earned by the Executive for the last three full fiscal years of the Company ending prior to the year in which the Date of Termination occurs (xincluding any amounts deferred or satisfied with equity award grants) Executive’s (the “Highest Annual Base Salary at Bonus”) and (2) a fraction, the rate numerator of which is the number of days in effect on the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 (ythe “Pro-rata Bonus”); and C. an amount equal to three times the sum of (1) the Executive’s Annual Base Salary, (2) the Highest Annual Bonus;Bonus and (3) the Company’s contribution on behalf of the Executive to the Company’s Profit Sharing Retirement Plan (or successor plan) for the plan year ending immediately prior to the plan year during which the Date of Termination occurs; and (ii) for a during the three-year period of one (1) year from following the Date of TerminationTermination or such longer period as may be provided by the terms of the appropriate plan, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement program, practice or policy, but, to the same extent and upon required in order to comply with Section 409A, in no event beyond the same terms as end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Executive and/or the Executive's eligible dependents participated immediately prior to ’s family shall be provided with welfare benefits at least as favorable, and at the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional after-tax same cost to the Executive and/or the Executive's eligible dependents’s family, as those that would have been provided to them under Section 2(b)(iii)(B) with benefits outside such plans having terms not less favorable than those provided under of this Agreement if the Company's medical and other welfare plans as Executive’s employment had continued until the end of the Date of Termination. If Continuation Period; provided, however, that during any period when the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare such benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall provided by the Company under this Section 4(a)(ii) may be made secondary to those provided under such other plan during such applicable plan. 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 4(a)(ii) and the period of eligibilityCOBRA 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 the end of the Benefit Continuation Period and to have retired on the last day of such period; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the 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 through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).. Notwithstanding the foregoing provisions of this Section 4(a), to the extent required in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), cash amounts that would otherwise be payable under this Section 4(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 (“Interest”), 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.

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 thirty (30) 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, and (2) the product of (x) Executive’s the highest annual bonus from paid to the Company, including any bonus or portion thereof which has been earned but deferred, Executive for any of the last three full fiscal years prior to the Effective Date of Termination (such 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, (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 Executive (together with any accrued interest or earnings thereon) each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), ) and (2), (3) and (4) shall be hereinafter referred to as the “"Accrued Obligations”"); and B. the amount equal to one the product of (1) times 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 's Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest the Recent Annual Bonus;; and C. an amount equal to the excess of (iia) for a period the actuarial equivalent of one (1) year from the benefit under the qualified defined benefit retirement plan in which the Executive participates at the Date of Termination, Termination (the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv"Retirement Plan") of this Agreement (utilizing actuarial assumptions no less favorable to the same extent and upon Executive than those in effect under the same terms as the Executive and/or Executive's eligible dependents participated Retirement Plan immediately prior to the Effective Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination; provided thatTermination assuming for this purpose that all accrued benefits are fully vested, in and, assuming that the event the Board determines that Executive's and/or compensation in each of the three years is that required by Section 3(b)(i) and Section 3(b)(ii), over (b) the actuarial equivalent of the Executive's eligible dependents' continued participation is not permissible actual benefit (paid or payable), if any, under the terms Retirement Plan and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans SERP as of the Date of Termination. If ; (ii) the Option and the Restricted Stock shall vest immediately, provided, however, 25,000 shares of Restricted Stock shall not vest in the event of a termination by the Executive becomes 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 eligibilityfor Good Reason; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the 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 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 's employment other than for Cause Cause, Death 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 Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) Executive’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 Company, including any bonus or portion thereof which has been earned but deferred, for any purposes of the last three full fiscal years prior to the Date of Termination (such amount being referred to as the “Highest Annual Bonus”) and (y) a fractionthis Section 6(a), the numerator of which is the number of days in the current fiscal year through the Date of Terminationshall constitute separation from, and the denominator cessation of which is 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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one (1) times the sum of (x) Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from the Date of Terminationduties for, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided planUnder such circumstances, the medical Company shall pay to the Executive the following payments and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period benefits: (i) Bi-weekly salary continuation at the Executive's Annual Base Salary as if the Executive had remained employed through the end of eligibilitythe Employment Period; and (iiiii) all unvested stock options to acquire stock Medical and Dental Coverage continuation as if the Executive had remained employed through the end of the Company and all awards of restricted stock of Employment Period at the Company held by Executive Executive's benefit level as of the Date of Termination shall be immediately and fully vested Termination; (iii) Life Insurance Coverage continuation through the end of the Employment Period at the Executive's current benefit level as of the Date of Termination and, Termination; (iv) Outplacement services consistent with the Company's outplacement policy for a person at the Executive's job classification and/or grade level; (v) A payment on the last day of the Employment Period in an amount equal to the sum of (A) the additional contributions that would have been allocated to Executive's accounts under the Xxxxxxx Medical Management Holdings Corporation Employee Stock Ownership Plan (the "ESOP") and the Xxxxxxx Medical Management Holdings Corporation Money Purchase Pension Plan if the Executive had remained employed through the end of the Employment Period and deferred the maximum pretax deferral allowed under the terms of the ESOP (after the application of the limitations on deferrals set forth in the case ESOP) and (B) the amount of stock optionsany benefits under the ESOP which were forfeited upon termination of employment but which would have become vested if the Executive had remained employed through the end of the Employment Period; (vi) Payment within 30 days of the Date of Termination of all accrued vacation, shall be fully exercisable holiday and personal leave days as of the Date of Termination; and (ivvii) Payment of any incentive compensation that Executive would have earned if Executive had remained employed through the end of the Employment Period under, and in accordance with the terms of, any applicable incentive compensation plan. The Company reserves the right to deduct from any applicable sum those amounts required by law. Any monies owed to the extent not theretofore paid or providedCompany by Executive may be deducted from the Amounts payable pursuant to this Section 6(a). All accruals of vacation, holiday and personal leave days shall end effective the Date of Termination. The payments called for in this Section 6(a) shall be in lieu of and discharge any obligations of Company shall timely pay or provide to Executive for compensation, accrued vacation, accrued personal leave days, accrued holidays, incentive compensation, car allowances or any other amounts expectations of remuneration or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement benefit on the part of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Executive.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates Executive’s employment other than for Cause Cause, death or Disability, or Executive shall terminate terminates employment for Good Reason, then then, in consideration of each case, subject to Executive’s services rendered prior execution within 50 days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (the “Release”), the Company and its Affiliates shall pay to such terminationExecutive the following: (i) the Company shall pay to Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: A. the sum of (1A) Executive’s the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid, (2B) the product of any accrued but ​ ​ unpaid vacation and (xC) Executive’s highest annual bonus from business expenses that have not been reimbursed by the Company, including any bonus or portion thereof which has been earned but deferred, for any Company as of the last three full fiscal years Date of Termination that were incurred by Executive on or prior to the Date of Termination (such 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, (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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1A), (2), (3B) and (4C) shall be hereinafter referred to as the “Accrued Obligations”); and, which Accrued Obligations shall be paid in a lump sum in cash within 60 days following the Date of Termination; B. (ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of the Company that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash no later than March 15 following the year in which it was earned; (iii) a prorated Annual Bonus in respect of the fiscal year of the Company in which the Date of Termination occurs, with such amount to equal to one (1) times the sum product of (xA) Executive’s the target Annual Base Salary at Bonus opportunity for the rate fiscal year in effect on which the Date of Termination occurs, and (B) a fraction, (I) the numerator of which is the number of days in the fiscal year of the Company in which the Date of Termination occurs through the Date of Termination, and (yII) Executive’s Highest the denominator of which is 365 (the “Prorated Annual Bonus”), which Prorated Annual Bonus shall be paid in a lump sum in cash on the first regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the first regularly scheduled payroll date in the second calendar year; (iiiv) an amount equal to the product of (A) the Severance Multiple (as defined below) multiplied by (B) the sum of (x) the Annual Base Salary and (y) the target Annual Bonus opportunity as in effect for a period the fiscal year of one (1) year from the Company in which the Date of TerminationTermination occurs, which amount shall be paid in a lump sum in cash on the Company will allow Executive and/or Executive's eligible dependents first regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the first regularly scheduled payroll date in the second calendar year; (v) a cash payment equal to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) 125% of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to full amount of premiums for health insurance coverage for a number of years following the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost Termination equal to the Severance Multiple, determined based on the level of coverage for Executive and/or and Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans ’s dependents as of the Date of Termination. If Executive becomes 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 which shall be secondary to those paid on the first regularly scheduled payroll date following the effective date of the Release, provided under such other plan during such applicable that if the period for consideration and revocation of eligibilitythe Release spans two calendar years, then the payment shall be made no sooner than the first regularly scheduled payroll date in the second calendar year; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; and (ivvi) to the extent not theretofore paid or provided, the Company and its Affiliates shall timely pay or provide to Executive Executive, in accordance with the terms of the applicable plan, program, policy, practice or contract, any other amounts or benefits required to be paid or provided provided, or which that Executive is eligible to receive under any plan, program, policy or policy, practice or contract or agreement of the Company and or its affiliated companies Affiliates, 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. If, during the Employment Period, the Company shall terminate Executive’s employment other than for Cause or Disability, or 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 Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) Executive’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 Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such 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, (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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one three (13) times the sum of (x) Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a period of one three (13) year years from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the 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 Executive any other amounts or benefits required to be paid or provided or which 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 Cause, death or Disability, Disability or the Executive shall terminate terminates employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (i1) the Company shall pay to Executive the Executive, in a lump sum in cash within thirty (30) days after the Date of Termination cash, the aggregate of the following amounts: A. (A) the sum of (1i) the Executive’s 's Annual Base Salary and any accrued vacation pay through the Date of Termination, (ii) 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 not been paid as of the Date of Termination, and (iii) the Executive's business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the extent Date of Termination in accordance with the applicable Company policy (the sum of the amounts described in subclauses (i) through (iii), the "Accrued Obligations"); 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 Base Salary or Annual Bonus described in clause (i) or clause (iii) above, then for all purposes of this Section 5 (including, without limitation, Sections 5(b) through 5(d)), such deferral election, and the terms of the applicable arrangement shall apply to the same portion of the amount described in such clause (i) or clause (iii), and such portion shall not theretofore paid, be considered as part of the "Accrued Obligations" but shall instead be an "Other Benefit" (2as defined below); (B) the product of (x) Executive’s highest annual bonus from the Companyhigher 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 deferreddeferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period, if any of the last three full fiscal years prior to the Date of Termination (such amount being referred to as higher 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 (C) an amount equal to two and one-half times the sum of (1) the Executive's Annual Base Salary, (2) the Highest Annual Bonus and (3) any accrued vacation pay the Company's contribution on behalf of the Executive to the Company's Profit Sharing Retirement Plan (or successor plan) for the year ending immediately prior to the plan year during which the Date of Termination occurs; (2) for 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, but, to the extent not theretofore paidrequired in order to comply with Section 409A, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) to no event beyond the extent not theretofore paid end of the second calendar year that begins after the Executive's "separation from service" within the meaning of section 409A (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be applicable period hereinafter referred to as the “Accrued Obligations”"Benefit Continuation Period"); and B. the amount equal to one (1) times the sum of (x) Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary continue benefits to provide the Executive and/or the Executive's eligible dependents (without additional family at least equal to, and at the after-tax same cost to the Executive and/or the Executive's eligible dependentsfamily, as those that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(4) 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 benefits outside such plans having terms not less favorable than those provided under the Company's medical and respect to other welfare plans as peer executives of the Date of Termination. If Company and the Affiliated Companies and their families; provided, however, that, if the Executive becomes re-employed 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 the end of the Benefit Continuation Period and to have retired on the last day of such period; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; and (iv3) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other Other Benefits (as defined in Section 6). The Company shall pay any amounts or required by Section 5(a)(1)(C) in a lump sum in cash, and commence the benefits required to be paid or by Section 5(a)(2), on the sixtieth (60th) day following the Date of Termination provided or which that Executive is eligible to receive under any plan, program, policy or practice or contract or agreement signs a Separation and Release Agreement ("Release") in favor of the Company and its affiliated companies affiliates in the form attached hereto as Exhibit A and the revocation period provided for in such Release expires prior to the sixty (such other 60) day period following the Date of Termination. The Company shall pay or provide any amounts or benefits required by Section 5(a)(1)(A) and benefits (B) in a lump sum on the thirtieth (30th) day following the Date of Termination. Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the 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 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"), 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.

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, Disability or the Executive shall terminate employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (i) Subject to Section 9 hereof, the Company shall pay to the Executive in a lump sum in cash within thirty (30) 30 days after the Date of Termination the aggregate of the following amounts: A. the : [a] The sum of (1) [i] the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) [ii] the product of (x) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any higher of the last three full Average Annual Bonus and the Recent Annual Bonus paid or payable, if any, which amount shall be calculated in accordance with section 4(b)(ii) above except that the five or one year period, as applicable, shall end with the most recently completed fiscal years year prior to the 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, (3) 365 and [iii] any accrued vacation pay to the extent not theretofore paidpay, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) each case to the extent not theretofore paid (the sum of the amounts described in clauses (1)[i], (2), (3) [ii] and (4) [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 one to: (1i) times the sum three (3) years of (x) Executive’s 's Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Termination plus (ii) the Highest Annual Bonus, subject to ordinary tax withholding and all required deductions; and (ii) For a period of three (3) years after the Executive's Dates of Termination (such period of time is referred to herein as the "Benefit Period"), the Company shall, to the extent permitted by the terms and conditions of any relevant plan, program or policy, continue paying its normal portion of Executive's medical, dental and health insurance premiums pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), provided that Executive first timely elects to continue such coverage under COBRA, and subject to any federal COBRA premium subsidies (if any) for which Executive may be eligible; provided, however, that if the Executive becomes re-employed 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; and. Additionally, during the Benefit Period, the Company will also continue Employee's life insurance and disability coverage and other benefits (other than the medical and other welfare benefits covered by the foregoing sentence) under the 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 Section 4(b)(vi) which have accrued prior to the Date of Termination. (iii) all unvested stock options to acquire stock The Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination which shall be immediately and fully vested as of selected by the Date of Termination and, Executive in the case of stock options, shall be fully exercisable as of the Date of Terminationhis 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 the Executive’s employment other than for Cause Cause, Death 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 thirty (30) 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 Executive’s business expenses that are reimbursable pursuant to Section 5(b)(v) but have not been reimbursed by the Company as of the Date of Termination; (3) 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; (4) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (1), (2), (3) and (4), the “Accrued Obligations”) and (5) an amount equal to the product of (x) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such amount being referred to as the “Highest Annual Bonus”) Recent Average 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 365365 (the “Pro Rata Bonus”); provided, (3) any accrued vacation pay to that notwithstanding the extent not theretofore paidforegoing, and (4) unless if the Executive has elected a different payout date in a prior deferral election, made an irrevocable election under any deferred compensation previously deferred by Executive (together with any accrued interest or earnings thereon) arrangement subject to the extent not theretofore paid (the sum Section 409A of the amounts Code to defer any portion of the Annual Base Salary or the Annual Bonus described in clauses (1) or (3), then for all purposes of this Section 7 (2including, without limitation, Sections 7(b) through 7(e)), such deferral election, and the terms of the applicable arrangement shall apply to the same portion of the amount described in such clause (1) or clause (3) ), and (4) 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 one the product of (1) times two and (2) the sum of (x) the Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual the Recent Average Bonus; and (C) an amount equal to the product of (1) two and (2) the sum of (a) the Company Retirement Contributions (as defined in the PHINIA Inc. Retirement Savings Plan (“RSP”)) that would have been made under the RSP for the first Plan Year (as defined in the RSP) ending after the Date of Termination if there had been no Limitations (as defined below) on such Company Retirement Contributions and (b) an amount equal to the Company Matching Contributions (as defined in the RSP) that would have been made under the RSP in the first Plan Year after the Date of Termination if there had been no Limitations on such Company Matching Contributions, and assuming for these purposes that the Executive had elected to defer the maximum amount of Compensation (as defined in the RSP) permitted by the RSP (without regard to any Limitations on such deferral), and assuming for purposes of calculating the amounts in clauses (a) and (b) that the Executive had remained employed by the Company through the end of such Plan Year with compensation equal to that required by Section 5(b)(i) and Section 5(b)(ii) (“Limitations” meaning limitations contained in the RSP, the Employee Retirement Income Security Act (“ERISA”) or the Code); (ii) for a period of one (1) year from eighteen months following the Date of TerminationTermination (the “Benefits Period”), the Company will allow shall provide the Executive and/or Executive's and his eligible dependents to continue to participate in any with medical and other welfare plans described in Section 4(b)(ivdental insurance coverage (the “Health Care Benefits”) of this Agreement and life insurance benefits no less favorable to the same extent and upon the same terms as those which the Executive and/or Executive's and his spouse and eligible dependents participated were receiving immediately prior to the Date of Termination; provided thatTermination or, if more favorable to such persons, as in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions effect generally at any time thereafter with respect to other peer executives of such plans, the Company and the Affiliated Companies; provided, however, that the Health Care Benefits shall take be provided during the Benefits Period in such actions as may be necessary to provide Executive and/or a manner that such benefits are excluded from the Executive's eligible dependents (without additional cost to ’s income for federal income tax purposes; provided, further, however, that if the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed with another employer and is eligible to receive medical or other welfare health care benefits under another employer employer-provided plan, the medical and other welfare health care benefits described herein provided hereunder shall be secondary to those provided under such other plan during such applicable period of eligibility; and (iii) all unvested stock options to acquire stock . The receipt of the Company Health Care Benefits shall be conditioned upon the Executive continuing to pay the Applicable COBRA Premium with respect to the level of coverage that the Executive has elected for the Executive and all awards of restricted stock the Executive’s spouse and eligible dependents (e.g., single, single plus one, or family). During the portion of the Company held by Benefits Period in which the Executive as of and his eligible dependents continue to receive coverage under the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; and (iv) to the extent not theretofore paid or providedCompany’s Health Care Benefits plans, the Company shall timely pay or provide to the Executive any other amounts or benefits required a monthly amount equal to be paid or provided or which the Applicable COBRA Premium in respect of the maximum level of coverage that the Executive is eligible could have elected to receive under any plan, program, policy or practice or contract or agreement for the Executive and the Executive’s spouse and eligible dependents if the Executive were still an employee of the Company and its affiliated companies during the Benefits Period (such other amounts and benefits e.g., single, single plus one, or family) regardless of what level of coverage is actually elected, which payment shall be hereinafter referred paid in advance on the first payroll day of each month, commencing with the month immediately following the Executive’s Date of Termination. The Company shall use its reasonable best efforts to as ensure that, following the end of the Benefit Period, the Executive and the Executive’s spouse and eligible dependents shall be eligible to elect continued health coverage pursuant to Section 4980B of the Code or other applicable law (“Other BenefitsCOBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of such period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree welfare benefits pursuant to the Company’s retiree welfare benefit plans, if any, the Executive shall be considered to have remained employed until the end of the Benefit Period and to have retired on the last day of such period. For purposes of this Provision, “Applicable COBRA Premium” means the monthly premium in effect from time to time for coverage provided to former employees under Section 4980B of the Code and the regulations thereunder with respect to a particular level of coverage (e.g., single, single plus one, or family).

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, then in consideration of Executive’s services rendered prior to such termination: (i) the The Company shall pay to Executive the Executive, in a lump sum in cash payment within thirty (30) 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. the (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) Executive’s highest the average of the annual cash bonuses payable to the Executive under the bonus from programs of the CompanyCompany and the Affiliated Companies during the period of three years ending on the Effective Date, including any bonus or portion thereof such shorter period during which the Executive has been earned but deferred, employed by the Company (disregarding for this purpose any deferral of the last three full fiscal years prior to the Date payment of Termination any such bonuses) (such amount being referred to as the “Highest Annual BonusAverage 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, 365 and (3) any accrued vacation pay to the extent not theretofore paidpay, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) 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) The amount equal to one the product of (1) times the Multiple, (2) the sum of (x) the Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus;the Average Incentive Compensation. (ii) for a period of one (1) year from Unless the Date of TerminationTermination occurs during the Merger of Equals Period, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to all benefits accrued through the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to Termination by the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical ’s qualified defined benefit retirement plan (the “Retirement Plan”) and other welfare plans as of any excess defined benefit retirement plan in which the Date of Termination. If Executive becomes re-employed with another employer and is eligible to receive medical participates, but not under the Xxxx Corporation Supplemental Executive Retirement Plan or other welfare benefits under another employer provided planany successor plan (the “Excess 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive that are not vested as of the Date of Termination shall be immediately and fully vested as and shall be paid in accordance with the payment terms of the applicable plan; provided that, to the extent such benefits may not be provided under the Retirement Plan, they shall instead be provided under the Excess Plan. Unless the Date of Termination andoccurs during the Merger of Equals Period, the Company shall also pay the Executive, in a lump sum cash payment within 30 days after the case Date of stock optionsTermination, shall be an amount equal to the excess of: (a) The actuarial equivalent of the benefit under the Retirement Plan (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and the Excess Plan that the Executive would have received if the Executive’s employment had continued for three years after the Date of Termination, and if all of the Executive’s accrued benefits were fully exercisable 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 any deferral of the payment of any such bonuses), over (b) The actuarial equivalent of the Executive’s actual benefit (paid or payable) under the Retirement Plan and the Excess Plan (including any benefits that vest pursuant to the first sentence of this subsection (ii)) as of the Date of Termination; and. (iii) The Company shall pay the Executive a lump sum cash payment, within 30 days after the Executive’s Date of Termination, equal to the cost of health coverage for the number of years equal to the Multiple, based on the monthly COBRA cost of such coverage under the Company’s health plan pursuant to section 4980B of the Code on the Termination Date. (iv) to The Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives. (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide the Executive with any Other Benefits (as defined in Section 7) in accordance with the terms of the applicable plans. Notwithstanding the foregoing, except with respect to Executive any other amounts or payments and benefits required under Sections 6(a)(i)(a)(1), 6(a)(i)(a)(3) and 6(a)(v), all payments and benefits to be paid or provided or which 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 this Section 6(a) shall be hereinafter referred subject to the Executive’s execution and non-revocation of a release substantially in the form attached hereto as the “Other Benefits”).Exhibit A.

Good Reason; Other Than for Cause, Death or Disability. If, If during the Employment Change Period, either the Acquired Company shall terminate terminates the Executive’s employment other than for Cause Cause, Death or Disability, or the Executive shall terminate terminates employment for Good Reason, then in consideration of Executive’s services rendered prior to such terminationthe Acquired Company shall: (i) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: A. the sum of of: (1) the Executive’s Annual Base Salary through the Termination Date of Termination to the extent not theretofore paid, ; plus (2) the product of (x) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such 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, (3) any accrued vacation pay to the extent not theretofore already paid, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the Executive’s Annual Bonus as if earned at the target level; and C. the amount equal to one (1) times the sum of (x) Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual BonusSalary; (ii) provide the Executive with reasonable executive outplacement services for a period of one up to twelve (112) year from months after the Termination Date of Termination, through a recognized outplacement provider that is agreed to by the Acquired Company will allow Executive and/or and the Executive's eligible dependents to ; (iii) continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost benefits to the Executive and/or the Executive's eligible dependents) ’s family at least equal to those which would have been provided to them in accordance with benefits outside such plans having terms not less favorable than those provided under the Company's medical welfare plans, programs, practices and other welfare plans as policies of the Date Acquired Company as if the Executive’s employment had not been terminated for a period of Termination. If twelve (12) months; provided, however, that if the Executive becomes 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the 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 Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies eligibility (such other amounts and continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as “Welfare Benefit Continuation”). Any benefits received by the Executive pursuant to this Section shall not reduce the period of time the Executive is entitled to receive COBRA continuation health coverage as a result of the Executive’s termination of employment; (iv) immediately upon termination vest any options granted to Executive and any shares of restricted stock that were granted to Executive more than one year prior to the Termination Date, and the Executive will have six (6) months to exercise any such options (which options shall in no event be exercisable after the end of their original terms); (v) pay to the Executive the proceeds of the Executive Savings Plan, including all accumulated interest and dividends, as required therein. The Company shall pay the amounts described in this Section (in the aggregate, the “Other BenefitsSeverance Pay”) promptly after the Termination Date, but no more than thirty (30) days thereafter; provided that if the Executive is a Specified Employee on the Termination Date, then to the extent the Severance Pay exceeds an amount equal to the lesser of (x) two times the Executive’s Annual Base Salary for the prior calendar year and (y) two times the dollar limitation in effect under Code Section 401(a)(17) for the year in which the Termination Date occurs, such excess shall be paid with interest on such delayed payment at the applicable federal rate provided for in Code Section 7872(f)(2)(A) on the first business day after the date that is six months after the Termination Date (the “Delayed Payment Date”). In addition, if the Executive is a Specified Employee on the Termination Date and if the taxable value of continued life insurance coverage exceeds the applicable dollar limit under Code Section 402(g)(1)(B) as in effect for the Termination Date, then the Executive shall pay the Acquired Company the premiums for the coverage in excess of such limit and, on the Delayed Payment Date, the Acquired Company shall reimburse such amount to the Executive.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate Employer terminates the Executive’s employment without Cause (other than for Cause as a consequence of the Executive’s death or Disability, which terminations shall be governed by Section 5(c) below), or the Executive shall terminate terminates his employment with the Employer for Good Reason, in either case, in a manner that constitutes a Separation from Service, then the Executive shall be entitled to receive the payments and benefits described below in consideration of Executive’s services rendered prior to such termination:this Section 5(a). (iA) the Company The Executive shall pay to Executive be paid, in a lump single lump-sum in cash payment within thirty (30) days after the Date of Termination Executive’s Separation from Service (or any shorter period prescribed by law), the aggregate of the following amounts: A. the sum amount of (1) the Executive’s earned but unpaid Base Salary through the Date of Termination to the extent not theretofore paidand accrued but unpaid vacation pay, (2) the product of (x) Executive’s highest annual bonus from the Companyif any, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such 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, (32) 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 unreimbursed business expenses incurred by Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one (1) times the sum of (x) Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of through the Date of Termination shall be immediately that are reimbursable under Section 3(b)(vi) above; and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; and (ivB) to the extent not theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any accrued benefits and other amounts or benefits required to be paid or provided or which Executive is eligible prior to receive the Date of Termination under any other plan, program, policy or practice or policy, practice, contract or agreement of the Company Employer and its affiliated companies affiliates according to their terms (such other amounts the payments and benefits shall be hereinafter referred to as described in this Section 5(a)(i), the “Other BenefitsAccrued Obligations”). (ii) In addition to the Accrued Obligations, provided that the Executive executes a general release and waiver of claims substantially in the form attached hereto as Exhibit B (as such form may be updated to reflect changes in law, the “Release”) within forty-five (45) days after the Executive’s Separation from Service and does not revoke such Release, and further subject to Section 12 below, the Executive shall be entitled to receive the following payments and benefits (the “Severance”): (A) A payment equal to two times the sum of (1) the Executive’s Base Salary as in effect immediately prior to the Date of Termination, plus (2) the average of the Executive’s Annual Bonuses earned (including any amounts deferred) during the two years immediately preceding the Date of Termination (the “Bonus Amount”), payable no later than sixty days after the date on which the Executive incurs a Separation from Service; (B) For a period of twenty-four months following the date on which the Executive incurs a Separation from Service, but in no event longer than the period of time during which the Executive would be entitled to continuation coverage under Code Section 4980B absent this provision (the “COBRA Period”), the Executive and the Executive’s eligible dependents shall continue to be provided with medical, prescription and dental benefits at the levels in effect immediately prior to the Date of Termination at the same cost to the Executive as immediately prior to the Date of Termination, provided that the Executive properly elects continuation healthcare coverage under Code Section 4980B; following such continuation period, any further continuation of such coverage under applicable law shall be at the Executive’s sole expense. Notwithstanding the foregoing, the Executive and his dependents shall cease to receive such medical, prescription and dental benefits on the date that the Executive becomes eligible to receive benefits under another employer-provided group health plan; (C) Any unpaid Annual Bonus that would have become payable to the Executive pursuant to Section 3(b)(ii) hereof in respect of any calendar year that ends on or before the Date of Termination, had the Executive remained employed through the payment date of such Annual Bonus, payable in the calendar year in which the Separation from Service occurs, but in no event later than the date in such calendar year on which annual bonuses are paid to the Employer’s senior executive officers generally; and (D) To the extent not previously vested and converted into Units or forfeited, (1) the RPUs shall vest and convert into Units in full upon the Executive’s Separation from Service; and (2) the CPUs shall vest and convert into Units on a pro rata basis as follows: the number of CPUs that vest and convert into Units shall be equal to the total number of CPUs that would otherwise vest and convert into units based on the extent to which the applicable Performance Objectives have been satisfied as of the Date of Termination multiplied by the applicable percentage set forth in the following schedule (the “CPU Acceleration Percentage”) (and any CPUs that do not vest and convert into Units in accordance with this Section 5(a)(ii)(D) (and which have not otherwise vested and converted into Units prior to the Date of Termination) shall be forfeited as of the Date of Termination): (a) if such termination occurs on or before December 31, 2008, such percentage shall be equal to 40%; (b) if such termination occurs on or before December 31, 2009, such percentage shall be equal to 60%; (c) if such termination occurs on or before December 31, 2010, such percentage shall be equal to 80%; and (d) if such termination occurs on or after January 1, 2011, such percentage shall be equal to 100%.

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, Disability or the Executive shall terminate terminates employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (i1) the Company shall pay to Executive the Executive, in a lump sum in cash within thirty (30) 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 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) Executive’s highest annual bonus from the Companyhigher 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 deferreddeferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period, if any of the last three full fiscal years prior to the Date of Termination (such amount being referred to as higher 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 365365 (the “Pro Rata Bonus”); provided, (3) any accrued vacation pay to that notwithstanding the extent not theretofore paidforegoing, and (4) unless if the Executive has elected a different payout date 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 a prior clause (iii) above, then such deferral election, any compensation previously deferred by Executive (together with any accrued interest and the terms of the applicable plan, agreement, or earnings thereon) other arrangement shall apply to the extent not theretofore paid (the sum same portion of the amounts amount described in clauses clause (1iii), (2), (3) and (4) 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 one the product of (1i) times three and (ii) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and (C) an amount equal to the sum of the Company or an Affiliated Company’s (as applicable) matching contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates at of the rate Date of Termination (or, if more favorable to the Executive, the plans as in effect on immediately prior to the Effective Date) that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, and assuming for this purpose that (yi) the Executive’s Highest Annual Bonus; benefits under such plans are fully vested, (ii) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1) and 3(b)(2), (iii) the rate of any such employer contribution is equal to the maximum rate provided under the terms of the applicable plans for a period of one (1) the year from in which the Date of TerminationTermination occurs (or, if more favorable to the Executive, or in the event that as of the Date of Termination the rate of any such contribution for such year is not determinable, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare rate of contribution under the plans described in Section 4(b)(iv) of this Agreement to for the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated 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 (2) for three years after the Executive’s Date of Termination, or such longer period as may be provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under by the terms and provisions of such plansthe appropriate plan, program, practice or policy (the “Benefit Continuation Period”), the Company shall take such actions as may be necessary provide health care and life insurance benefits to provide the Executive and/or the Executive's eligible dependents (without additional ’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive's eligible dependents’s family, as those 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 3(b)(4) 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 benefits outside such plans having terms not less favorable than those provided under the Company's medical and respect to other welfare plans as peer executives of the Date Company and 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 Termination. If 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 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 the retiree welfare benefit plans, the Executive shall be considered to have remained employed until the end of 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) all unvested stock options to acquire stock 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 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 Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of 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 Benefits (as defined in Section 6) in accordance with the terms of the underlying plans or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise provided in Section 11(g) 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 the benefits that would otherwise be provided under this Section 5(a)(1) during the six-month period immediately following the Date of Termination (other amounts or benefits required to than the Accrued Obligations) shall instead be paid 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 or which Executive on the first business day after the date that is eligible to receive under any plan, program, policy or practice or contract or agreement six months following the Executive’s “separation from service” within the meaning of Section 409A of the Company and its affiliated companies Code (such other amounts and benefits shall be hereinafter referred to as the “Other BenefitsDelayed 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 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 thirty (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) Executive’s highest annual bonus from the Companyhigher 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 deferreddeferred (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 and not otherwise paid a full year’s bonus for such year), for the most recently completed fiscal year during the Employment Period, if any of the last three full fiscal years prior to the 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, 365 and (3) any accrued vacation pay to the extent not theretofore paidpay, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) 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 amount equal to one the product of (1) times three and (2) the sum of (x) the Executive’s Annual Base Salary at and (y) the rate Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company’s qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favorable to the Executive than those in effect on under the Company’s Retirement Plan immediately prior to the Effective Date), and any excess or supplemental retirement plan in which the Executive participates (together, the “SERP”) 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) payable in equal monthly installments for such three-year period, over (b) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination. Payments under this Section 6(a)(i) shall be made within 30 days after the Date of Termination; provided, that to the extent required in order to avoid the imposition of taxes and penalties on the Executive under Section 409A of the Code, cash amounts that would otherwise be payable under this Section 6(a)(i) 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 (y“Interest”), on the first business day after the date that is six (6) months following the Executive’s Highest Annual Bonus;“separation from service” within the meaning of Section 409A of the Code. (ii) for a period of one (1) year from the Executive’s Date of TerminationTermination until the last day of the second calendar year following the year in which the Executive’s “separation from service” within the meaning of Section 409A of the Code occurs (the “Benefit Continuation Period”), the Company will allow shall continue benefits to the Executive and/or the Executive's eligible dependents ’s family at least equal to, and at the same cost to continue the Executive and/or the Executive’s family, as those which would have been provided to participate them in any medical accordance with the plans, programs, practices and other welfare plans policies described in Section 4(b)(iv) of this Agreement (excepting any plan or insurance coverage that contains an “active at work” requirement) if the Executive’s employment had not been terminated or, if more favorable to the same extent Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and upon the same terms as its affiliated companies and their families, provided, however, that if the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed 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; 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. 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 6(a)(ii) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period; (iii) all unvested stock options to acquire stock 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 such outplacement benefits shall end not later than the last day of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of 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 (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, 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 thirty (30) 30 days after the Date of Termination Termination, except as provided in Section 6(f) of this Agreement, the aggregate of the following amounts: A. (A) the sum Accrued Obligations; and (B) the amount equal to the product of (1) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid[two or three times, per attached Schedule], and (2) the product of (x) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such 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, (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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one (1) times the sum of (x) the Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s the Highest Annual Bonus; (ii) for a the period from Executive’s Date of one (1) Termination through December 31 of the second calendar year from following the calendar year of Executive’s Date of Termination after the Executive’s Date of Termination, the Company will allow shall continue benefits to the Executive and/or the Executive's eligible dependents ’s family at least equal to continue those which would have been provided to participate them in any medical accordance with the plans, programs, practices and other welfare plans 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 same extent and upon the same terms Executive, as the Executive and/or Executive's eligible dependents participated immediately prior in effect generally at any time thereafter with respect to the Date other peer executives of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional and their families at a cost to the Executive and/or Executive's eligible dependents) with no greater than the cost the Executive would have paid for such benefits outside such plans having terms not less favorable than those provided under if he had remained employed, provided, however, that if the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed 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; 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 3 years after the Date of Termination and to have retired on the last day of such period; (iii) all unvested stock options to acquire stock of the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and all awards provider of restricted stock of the Company held by Executive as of the Date of Termination which shall be immediately and fully vested as of selected by the Date of Termination and, Executive in the case of stock options, shall be fully exercisable as of the Date of Terminationhis 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”). Executive’s resignation for Good Reason shall not provide a basis for denying Executive any retirement or other benefits if he otherwise qualifies for such 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, then in consideration of Executive’s services rendered prior to such termination: (i) the The Company shall pay to the Executive in a lump sum in cash within thirty (30) 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) Executive’s highest annual bonus from the Companyamount of the Annual Bonus actually paid or payable, including any bonus or portion thereof which has been earned but deferreddeferred (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 of the last three full fiscal years prior to the Date of Termination (such 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 accrued vacation pay to the extent not theretofore paidpay, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) 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. and (B) the amount equal to one the product of (1) times two (2.00) and (2) the sum of (x) the Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executivethe average of the bonus actually paid under the Company’s Highest Annual Bonus; (ii) Executive Officer Incentive Plan or any comparable bonus under any predecessor or successor plan for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated last three full fiscal years immediately prior to the Date of Termination; provided thatprovided, however, that if the Executive has not been employed by the Company for at least three full fiscal years prior to the Date of Termination, (y) shall be the target bonus set under the Company’s Executive Officer Incentive Plan or any comparable bonus under any predecessor or successor plan for the last fiscal year prior to the Effective Date. (ii) In lieu of providing continued participation in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms Company’s benefit plans, programs and provisions of such planspolicies, the Company shall take such actions as may be necessary pay to Executive the sum of $75,000 and provide reasonable assistance to Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's in locating and identifying replacement providers of medical and other welfare plans as of the Date of Termination. If Executive becomes 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; anddental coverage. (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; 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 otherwise eligible at the Date of Termination 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”), in accordance with such plan, policy, practice or program or contract or agreement. Notwithstanding the foregoing provisions of this Section 6(a) and except as otherwise provided in Section 13 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”), (A) cash amounts that would otherwise be payable pursuant to Section 6(a)(i) and (ii) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid 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”); and (B) if the Executive has the right to continued medical and dental coverage under COBRA, the federal group health plan continuation coverage law, the Company shall pay the Executive’s premiums for such continuation through the Delayed Payment Date, and such Company-provided extended coverage shall count toward the Executive’s maximum period of COBRA coverage.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Protected 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, 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 thirty (30) 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 Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (2) the product of (x) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such 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, (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) 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), (2), (3) and (42) 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 one the product of (1) times two and (2) the sum of (x) the Executive’s Annual Base Salary at and (y) the rate Executive’s target Annual Bonus payable under the Company’s annual incentive plan in effect on with respect to the fiscal year in which the Change of Control occurs. (ii) subject to Section 6(e) of this Agreement, for two years after the Executive’s Date of Termination, and or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy (y) Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from the Date of Termination“Benefits Continuation Period”), the Company will allow shall continue benefits specified on Exhibit 1 to this Agreement to the Executive and/or the Executive's eligible dependents ’s family at least equal to continue those which would have been provided to participate them in any medical accordance with the plans, programs, practices and other welfare plans 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 same extent Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and upon the same terms as its affiliated companies and their families, provided, however, that if the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed 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; andeligibility 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 two 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) all unvested stock options to acquire stock of the Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services the scope and all awards provider of restricted stock 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 held by Executive as of the Date of Termination pursuant to this Section 6(a)(iii) shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Terminationnot exceed $75,000; 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 Employer shall terminate the Executive’s employment without Cause (other than for Cause as a consequence of death or Disability, which shall have the effects set forth in Section 5(c) below), or the Executive shall terminate employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (i) the Company The Executive shall pay to Executive be paid, in a single lump sum in cash payment within thirty (30) days after the Date of Termination Termination, the aggregate of the following amounts: A. the sum amount of (1A) the Executive’s earned but unpaid Base Salary and accrued but unpaid vacation pay, if any, through the Date of Termination, any Annual Bonus required to be paid to the Executive pursuant to Section 3(b)(ii) hereof for any fiscal year that ends on or before the Date of Termination and payment with respect to Phantom Options required to be paid to the Executive pursuant to Section 3(b)(iii) hereof for any fiscal year that ends on or before the Date of Termination to the extent not theretofore paidpreviously paid (the “Accrued Obligations”), plus (B) the present value (using the prime rate of the Employer’s banker at such time) of all employee benefits referred to in Section 3(b)(iv) hereof, other than group medical, drug and dental benefits, as referred to in Section 5(a)(ii) hereof (which would have been available to the Executive for a period of twenty-four (24) months from the Date of Termination), plus (C) two (2) times the product sum of (xX) the Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years Base Salary as in effect immediately prior to the Date of Termination (such amount being referred to as the “Highest Annual Bonus”) and (yY) a fraction, the numerator average of which is his Annual Bonuses for the number of days in the current fiscal year through two (2) years immediately preceding the Date of Termination, and the denominator of which is 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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one (1) times the sum of (x) Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for For a period of one two (12) year from years following the Date of Termination, the Company will allow Executive and/or the Executive's ’s eligible dependents to shall continue to participate be provided with medical, prescription and dental benefits at least equal to those which would have been provided to them in any medical accordance with the plans, programs, practices and other welfare plans described in Section 4(b)(iv) of this Agreement to policies if the same extent and upon Executive’s employment had not been terminated. Notwithstanding the same terms as foregoing, the Executive and/or Executive's eligible dependents participated immediately prior shall cease to receive such medical, prescription and dental benefits on the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to date the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed with another employer and is eligible to receive medical or other welfare such benefits under another employer employer-provided group plan, the medical and other welfare . Such health benefits described herein shall be secondary provided to those provided under the Executive in a manner that neither the coverage nor the benefits are includible in the Executive’s taxable gross income. If the Employer is unable to provide such other plan during coverage or benefits to the Executive on that basis, then the Employer shall pay the Executive such applicable period additional amounts as necessary to make the Executive “whole” on a net after-tax basis for the receipt of eligibility; andsuch coverage or benefits; (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive The Executive’s Phantom Options shall vest as of the Date of Termination and shall be immediately and fully vested payable as of the Date of Termination and, set forth in the case of stock options, shall be fully exercisable as of the Date of TerminationAppendix B hereto; and (iv) to To the extent not theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any accrued benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive prior to the Date of Termination under any plan, program, policy or practice or contract or agreement of the Company Employer and its affiliated companies affiliates according to their terms (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 Energy Group or any of its affiliated companies shall terminate the Executive’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) Energy Group shall pay, or cause to be paid, to the Company shall pay to Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: A. the sum of of: (1A) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2B) the product of (x) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such amount being referred to as the “Highest Average Annual Bonus”) 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 (3C) any accrued vacation pay to the extent not theretofore paidpay, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) each case to the extent not theretofore paid (the sum of the amounts described in clauses (1A), (2B), (3) and (4C) shall be hereinafter referred to as the “Accrued Obligations”); and. The amounts described in clause (B) shall be paid within the 30-day period commencing on the 60th day following the Date of Termination, or such later date set forth in Section 17(a). B. (ii) Energy Group shall pay, or cause to be paid, to the amount Executive in twelve (12) equal to one monthly installments the product of (1) times the Multiple and (2) the sum of (x) the Executive’s Annual Base Salary at and (y) the rate in effect Average Annual Bonus. The first installment shall commence within the 30 day period commencing on the 60th day following the Date of Termination, and or such later date set forth in Section 17(a). (yiii) For a number of years after the Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from the Date of TerminationTermination equal to the Multiple, or such longer period as may be provided by the Company will allow terms of the appropriate plan, program, practice or policy, Energy Group or any of its affiliated companies shall continue benefits to the Executive and/or the Executive's eligible dependents ’s family at least equal to continue those which would have been provided to participate them in any medical accordance with the plans, programs, practices and other welfare plans policies described in Section 4(b)(iv5(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the same extent Executive, as in effect generally at any time thereafter with respect to other peer executives of Energy Group or any of its affiliated companies and upon the same terms as their families, provided, however, that if the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed 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; and . For purposes of determining eligibility (iiibut not the time of commencement of benefits) all unvested stock options to acquire stock of the Company Executive for retiree benefits pursuant to such plans, practices, programs and all awards policies, the Executive shall be considered to have remained employed until the expiration of restricted stock a number of the Company held by Executive as of years after the Date of Termination equal to the Multiple and to have retired on the last day of such period. The continued benefits described in this Section 7(a)(iii) that are taxable benefits (and that are not disability pay or death benefit plans within the meaning of Section 409A of the Code) are intended to comply, to the maximum extent possible, with the exception to Section 409A of the Code set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations. To the extent that any of those benefits either do not qualify for that exception, or are provided beyond the applicable time periods set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations, then they shall be immediately subject to the following additional rules: (A) any reimbursement of eligible expenses shall be paid within 10 calendar days following Executive’s written request for reimbursement, or such later date set forth in Section 17(a); provided that the Executive provides written notice no later than 15 calendar days prior to the last day of the calendar year following the calendar year in which the expense was incurred; (B) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and fully vested (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (iv) Energy Group or any of its affiliated companies shall, at its sole expense as incurred, provide the Executive with outplacement services from a recognized outplacement service provider, the scope of which shall be selected by the Executive in his sole discretion; provided that (i) the cost to Energy Group shall not exceed $30,000, and (ii) in no event shall the outplacement services be provided beyond the end of the second calendar year after the calendar year in which the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; andoccurs. (ivv) to the extent not theretofore paid or provided, the Company Energy Group or any of its affiliated companies 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 Energy Group or any of its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). Notwithstanding the foregoing, except with respect to payments and benefits under Sections 7(a)(i)(A), 7(a)(i)(C) and 7(a)(v), all payments and benefits shall cease in the event Executive breaches any of his obligations under Section 11 hereof.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate Executive’s employment other than for Cause or Disability, or 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 Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) Executive’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 Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such 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, (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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one two (12) times the sum of (x) Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a period of one two (12) year years from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the 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 Executive any other amounts or benefits required to be paid or provided or which 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, Cadence terminates the Company shall terminate Executive’s employment without Cause and other than for Cause by reason of the Executive’s death or Disability, or the Executive shall terminate resigns the Executive’s employment for with Good Reason, then in consideration of Executive’s services rendered prior Cadence shall, except as otherwise required by law or provided below, pay or provide to such terminationthe Executive the following: (i) (A) as soon as reasonably practicable following the Company shall pay to Executive in Date of Termination, a lump sum cash payment consisting of any accrued Annual Base Salary and unused vacation accrued through the Date of Termination, to the extent such Annual Base Salary and vacation has not already been paid to the Executive (the “Accrued Obligations”); (B) as soon as reasonably practicable following the Date of Termination, a lump sum cash payment consisting of any annual Incentive Payment earned by the Executive and awarded by the Company Board or the Bank Board for a completed fiscal year but not then paid to the Executive, provided that (other than any portion of such annual Incentive Payment that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) such payment shall be made no later than the 15th calendar day of the third month following the close of the fiscal year with respect to which such Incentive Payment is earned; (C) if such termination or resignation occurs other than as provided in clause (D) below, in the form of a cash within thirty payment payable in 12 equal monthly installments beginning on the date specified in Section 6(f) of this Agreement, the sum of (30I) days after the Annual Base Salary as in effect immediately prior to the Date of Termination (disregarding any reduction, if any, constituting Good Reason) plus (II) the aggregate of Target Incentive Payment for the following amounts: A. the sum of (1) Executive’s Base Salary through year in which the Date of Termination occurs; and (D) if such termination or resignation occurs on or within 24 months following a Change in Control, a lump sum cash payment in an amount equal to the extent not theretofore paid, (2I) the product of (x) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such amount being referred to as the “Highest Annual Bonus”) and two 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, (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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one (1) times the sum of (x1) the Executive’s Annual Base Salary at plus (2) the rate Target Incentive Payment for the year in effect on which the Date termination occurs, less (II) the amount, if any, of Termination, and (ythe Change in Control Payment paid to the Executive pursuant to Section 4(g) Executive’s Highest Annual Bonusof this Agreement; (ii) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; and (iv) to the extent not theretofore paid or provided, Cadence shall, as soon as reasonably practicable following the Company shall timely Date of Termination, 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 policy, practice, contract, or agreement of Cadence and the Company Affiliated Entities through the Date of Termination, and its affiliated companies shall pay such unreimbursed expenses incurred through the Date of Termination as are subject to reimbursement pursuant to Section 4(e) of this Agreement (such other amounts and benefits shall be hereinafter referred to as the “Other BenefitsBenefits and Expenses”); (iii) for a 12-month period following the Date of Termination, a payment each month equal to the monthly cost of continued coverage for the Executive and, where applicable, the Executive’s spouse and dependents, under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) paid by the Executive under the Company’s group health plan pursuant to Section 4980B of the Code, less the amount that the Executive would be required to contribute for such health coverage if the Executive were an active employee of the Company; provided that the Executive is eligible for and timely elects COBRA continuation coverage; and (iv) for a 12-month period following the Date of Termination, Cadence shall purchase a term life insurance policy that provides the Executive with substantially the same life insurance benefit that the Executive would have received had the Executive remained employed by the Company during such 12-month period; provided that such policy can be purchased at standard rates.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company Employer shall terminate the Executive’s 's employment without Cause (other than for Cause as a consequence of death or Disability, which shall have the effects set forth in Section 5(c) below), or the Executive shall terminate employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (i) the Company The Executive shall pay to Executive be paid, in a single lump sum in cash payment within thirty (30) days after the Date of Termination Termination, the aggregate of the following amounts: A. the sum amount of (1A) the Executive’s 's earned but unpaid Base Salary and accrued but unpaid vacation pay, if any, through the Date of Termination, any Annual Bonus required to be paid to the Executive pursuant to Section 3(b)(ii) hereof for any fiscal year that ends on or before the Date of Termination and payment with respect to Phantom Options required to be paid to the Executive pursuant to Section 3(b)(iii) hereof for any fiscal year that ends on or before the Date of Termination to the extent not theretofore paidpreviously paid (the "Accrued Obligations"), plus (B) the present value (using the prime rate of the Employer's banker at such time) of all employee benefits referred to in Section 3(b)(iv) hereof, other than group medical, drug and dental benefits, as referred to in Section 5(a)(ii) hereof (which would have been available to the Executive for a period of twenty-four (24) months from the Date of Termination), plus (C) two (2) times the product sum of (xX) the Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years 's Base Salary as in effect immediately prior to the Date of Termination (such amount being referred to as the “Highest Annual Bonus”) and (yY) a fraction, the numerator average of which is his Annual Bonuses for the number of days in the current fiscal year through two (2) years immediately preceding the Date of Termination, and the denominator of which is 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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one (1) times the sum of (x) Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for For a period of one two (12) year from years following the Date of Termination, the Company will allow Executive and/or the Executive's eligible dependents to shall continue to participate be provided with medical, prescription and dental benefits at least equal to those which would have been provided to them in any medical accordance with the plans, programs, practices and other welfare plans described in Section 4(b)(iv) of this Agreement to policies if the same extent and upon Executive's employment had not been terminated. Notwithstanding the same terms as foregoing, the Executive and/or Executive's eligible dependents participated immediately prior shall cease to receive such medical, prescription and dental benefits on the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to date the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed with another employer and is eligible to receive medical or other welfare such benefits under another employer employer-provided group plan, the medical and other welfare . Such health benefits described herein shall be secondary provided to those provided under the Executive in a manner that neither the coverage nor the benefits are includible in the Executive's taxable gross income. If the Employer is unable to provide such other plan during coverage or benefits to the Executive on that basis, then the Employer shall pay the Executive such applicable period additional amounts as necessary to make the Executive "whole" on a net after-tax basis for the receipt of eligibility; andsuch coverage or benefits; (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive The Executive's Phantom Options shall vest as of the Date of Termination and shall be immediately and fully vested payable as of the Date of Termination and, set forth in the case of stock options, shall be fully exercisable as of the Date of TerminationAppendix B hereto; and (iv) to To the extent not theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any accrued benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive prior to the Date of Termination under any plan, program, policy or practice or contract or agreement of the Company Employer and its affiliated companies affiliates according to their terms (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, then in consideration of Executive’s 's services rendered prior to such terminationtermination and of Executive's covenants contained in Section 10 hereof: (i) the Company shall pay to the Executive in a lump sum in cash within thirty (30) 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) Executive’s highest annual bonus from the CompanyAnnual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred, for the most recently completed fiscal year during the Employment Period, if any of the last three full fiscal years prior to the Date of Termination (such 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, and (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 thereonthereon and subject to any prior election by the Executive to receive such deferred amounts in installments) 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) and (4) shall be hereinafter referred to as the “"Accrued Obligations”"); and B. the amount equal to one (1) three times the sum of (x1) the Executive’s 's Annual Base Salary at the rate in effect on the Date of Termination, and (y2) Executive’s Highest the Most Recent Annual Bonus; (ii) for a period of one (1) year from 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 will allow shall continue benefits to the Executive and/or the Executive's eligible dependents family at least equal to continue those which would have been provided to participate them in any medical accordance with the plans, programs, practices and other welfare plans 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 same extent and upon the same terms Executive, as the Executive and/or Executive's eligible dependents participated immediately prior in effect generally at any time thereafter with respect to the Date other peer executives of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to and its affiliated companies and their families, provided, however, that if the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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; and . For purposes of determining eligibility (iiibut not the time of commencement of benefits) all unvested stock options to acquire stock of the Company Executive for retiree benefits pursuant to such plans, practices, programs and all awards of restricted stock of policies, the Company held by Executive as of shall be considered to have remained employed until three years after the Date of Termination shall be immediately and fully vested as to have retired on the last day of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; andsuch period; (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”"). (iv) notwithstanding any provision of this Agreement to the contrary, the Executive shall forfeit his right to receive, or, to the extent such amounts have previously been paid to the Executive, shall repay in full to the Company within thirty (30) days of a final determination of the Executive's liability therefor as set forth below, the amount described in Section 6(a)(i)(B) of this Agreement if at any time during the period of two years after the Date of Termination he violates the Restrictive Covenants set forth in Section 10 hereof.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive’s employment without Cause (other than for Cause due to death or Disability, ) or the Executive shall terminate terminates his employment for Good Reason, then then, subject, in consideration the case of Executive’s services rendered clauses (ii), (iii) and (iv) below, to the Executive executing a release of claims in a form to be provided by the Company that is consistent in all material respects with the form of release set forth as Exhibit A hereto (as such form may be reasonably updated by the Company to reflect changes in law or in customary market practice), and such release becoming irrevocable in accordance with its terms prior to such terminationthe 60th day following the Date of Termination (the “Release Date”), the Company shall pay or provide to the Executive the following: (i) the Company portion of the Executive’s Annual Base Salary due for the period through the Date of Termination, reimbursement for business expenses incurred, (together, the “Accrued Obligations”), and any Annual Bonus earned for a fiscal year that concluded prior to the Date of Termination, in all cases, to the extent not theretofore paid, which obligations shall pay to Executive be paid in a lump sum in cash within thirty (30) 60 days after following the Date of Termination or as otherwise required by law; (ii) a prorated bonus for the aggregate year during which occurs the Date of Termination, payable on the same date that bonuses are paid to Company executives generally (but in no event later than September 15 of the following amounts: A. year that follows the sum of (1) Executive’s Base Salary through year during which the Date of Termination occurs), equal to the extent not theretofore paid, (2) the product of (xA) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination Target Bonus multiplied by (such amount being referred to as the “Highest Annual Bonus”) and (yB) a fraction, the numerator of which is the number of days in the current fiscal elapsed during such year through the Date of Termination, and the denominator of which is 365365 (366, if such year is a leap year); (3iii) any accrued vacation pay to the extent not theretofore paida cash severance payment, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum payable within ten days of the amounts described Release Date, in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the an amount equal to one (1two, if the Date of Termination occurs during the 90-day period prior to a Change of Control or during the two-year period commencing on a Change of Control or on the date of an initial public offering of the Company’s shares on a national securities market) (as applicable, the “Severance Multiple”) times the sum of (xA) Executive’s the Annual Base Salary at and (B) the rate Target Bonus (the “Severance Payment”); and (iv) in effect on the event the Executive elects continued medical and dental benefit coverage pursuant to Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”) and complies with all terms and conditions of the applicable plans, then until the earliest of (A) the end of the Severance Period (as defined below), (B) the 18-month anniversary of the Date of Termination, and (yC) Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms such time as the Executive and/or Executive's becomes eligible dependents participated immediately prior to the Date of Termination; receive medical and dental benefits under another employer-provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plansplan, the Company shall take reimburse the Executive for the excess of the monthly cost of premiums associated with such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost coverage over the portion of the monthly premiums for such coverage payable by a similarly situated active employee, with each reimbursement paid on or prior to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as 10th day of the Date of Termination. If Executive becomes re-employed with another employer and is eligible month to receive medical or other welfare benefits under another employer which the applicable premium relates; provided, however, that all such reimbursements that would otherwise be provided plan, during the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of between the Date of Termination and the Release Date shall be immediately accumulated and fully vested as of paid within 10 days following the Date of Termination andRelease Date. In addition, in the 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 Executive the Executive, in accordance with the terms of the applicable plan, program, policy, practice or contract, 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 policy, practice or contract or agreement of the Company and its affiliated companies (including, without limitation, any vacation policy) through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). Other than as set forth in this Section 4(a), in the event of a termination of the Executive’s employment by the Company without Cause (other than due to death or Disability) or by the Executive for Good Reason, the Company shall have no further obligation to the Executive under this Agreement. For the avoidance of doubt, if the Executive does not execute a release of claims in a form to be provided by the Company that is consistent in all material respects with the form of release set forth as Exhibit A hereto (as such form may be reasonably updated by the Company to reflect changes in law) or such release does not become irrevocable in accordance with its terms prior to the Release Date, then the Company shall have no obligation to pay or provide the payment and benefits set forth in Section 4(a)(ii-iv).

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 Cause, death or Disability, Disability or the Executive shall terminate terminates employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (i1) the Company shall pay to Executive the Executive, in a lump sum in cash within thirty (30) 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 and any accrued vacation pay through the Date of Termination, (ii) 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 not been paid as of the Date of Termination, and (iii) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the extent Date of Termination in accordance with the applicable Company policy (the sum of the amounts described in subclauses (i) through (iii), the “Accrued Obligations”); 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 Base Salary or Annual Bonus described in clause (i) or clause (iii) above, then for all purposes of this Section 5 (including, without limitation, Sections 5(b) through 5(d)), such deferral election, and the terms of the applicable arrangement shall apply to the same portion of the amount described in such clause (i) or clause (iii), and such portion shall not theretofore paid, be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (2as defined below); (B) the product of (x) Executive’s highest annual bonus from the Companyhigher 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 deferreddeferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period, if any of the last three full fiscal years prior to the Date of Termination (such amount being referred to as higher 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 (C) an amount equal to two and one-half times the sum of (1) the Executive’s Annual Base Salary, (2) the Highest Annual Bonus and (3) any accrued vacation pay the Company’s contribution on behalf of the Executive to the Company’s Profit Sharing Retirement Plan (or successor plan) for the year ending immediately prior to the plan year during which the Date of Termination occurs; (2) for 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, but, to the extent not theretofore paidrequired in order to comply with Section 409A, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) to no event beyond the extent not theretofore paid end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be applicable period hereinafter referred to as the “Accrued ObligationsBenefit Continuation Period”); and B. the amount equal to one (1) times the sum of (x) Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary continue benefits to provide the Executive and/or the Executive's eligible dependents (without additional ’s family at least equal to, and at the after-tax same cost to the Executive and/or the Executive's eligible dependents’s family, as those that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(4) 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 benefits outside such plans having terms not less favorable than those provided under the Company's medical and respect to other welfare plans as peer executives of the Date of Termination. If Company and the Affiliated Companies and their families; provided, however, that, if the Executive becomes re-employed 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 the end of the Benefit Continuation Period and to have retired on the last day of such period; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; and (iv3) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the 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 (“Interest”), 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. Notwithstanding the foregoing, the Company’s obligations to pay or provide any amounts or benefits required to by Section 5(a)(1)(C) or (a)(2) shall be paid or provided or which conditioned on the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement signing a general release of claims in favor of the Company and its affiliated companies affiliates in the form attached hereto as Exhibit A and the expiration of any revocation period provided for in such release, within sixty (such other amounts and benefits shall be hereinafter referred to as 60) days following the “Other Benefits”)Date of Termination.

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, Disability or the Executive shall terminate terminates employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (i1) the Company shall pay to Executive the Executive, in a lump sum in cash within thirty (30) 30 days after the Date of Termination (except as specifically provided in Section 5(a)(1)(A)(iii)), the aggregate of the following amounts: A. (A) the sum of of: (1i) the Executive’s Annual Base Salary through the Date of Termination; (ii) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(6) 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 to occurs if such bonus has been determined but not paid as of the extent not theretofore Date of Termination (at the time such Annual Bonus would otherwise have been paid, ); (2iv) the product of (x) Executive’s highest annual bonus from the Companyhigher of (I) the Recent Annual Bonus or (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferreddeferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period, if any of the last three full fiscal years prior to the Date of Termination (such amount being referred to as higher 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, provided that any amount payable under this clause (3iv) shall be reduced (but not below zero) by any pro rata bonus paid to the Executive under the Annual Incentive Compensation Plan with respect to the year in which the Date of Termination occurs; and (v) any accrued vacation pay to the extent not theretofore paidpay, and (4) unless Executive has elected a different payout date in a prior deferral electioneach case, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2), (3ii) and (4) shall be hereinafter referred to as iii), the “Accrued Obligations”); and; B. (B) the amount equal to one the product of (1i) times three and (ii) the sum of (x) the Executive’s Annual Base Salary at and (y) the rate Highest Annual Bonus; and (C) the Executive shall be treated for purposes of accrual of benefits (age and service) under the SERP, as if the Executive had remained an active employee of the Company following the Date of Termination for three years, provided that, for purposes of this Section 5(a)(1)(C) only, in effect the event that the Date of Termination occurs on or prior to June 1, 2005 (as defined in Section 1 of the Employment Agreement), the Executive’s aggregate number of years of service under the SERP shall be no less than five years, and if the Date of Termination occurs in 2003 or in 2004, but prior to the determination of the Executive’s Annual Bonus for 2003, the Executive’s compensation for purposes of determining the Executive’s “Final Average Compensation” under the SERP shall include $1,500,000 as the Annual Bonus with respect to year 2003; (2) for three years after the Executive’s Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a or such longer period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; may be provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under by the terms and provisions of such plansthe appropriate plan, program, practice or policy (the “Continuation Period”), the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost continue benefits to the Executive and/or the Executive's eligible dependents’s family at least equal to those that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(5) 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 benefits outside such plans having terms not less favorable than those provided under the Company's medical and respect to other welfare plans as peer executives of the Date of Termination. If Company and the Affiliated Companies and their families; provided, however, that, if the Executive becomes re-employed 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 not be secondary to those provided under such other plan by the Company, during such applicable period of eligibility; and. Following the Continuation Period, the Executive shall be entitled to the Executive’s Retiree Health Benefits; (iii3) all unvested any stock options options, restricted stock, performance shares and any other stock-based long-term incentive compensation award held by the Executive (whether granted under this Agreement or otherwise) shall vest immediately (with option exercisability continuing until the first to acquire stock occur of the Company and all awards of restricted stock of the Company held by Executive as fifth anniversary of the Date of Termination or the end of the scheduled option term); (4) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be immediately and fully vested as of selected by the Date of Termination and, Executive in the case Executive’s sole discretion, provided that the cost of stock options, such outplacement shall be fully exercisable as of the Date of Terminationnot exceed $100,000; and (iv5) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other Other Benefits (as defined in Section 6). The Parties agree that any amounts or benefits required due under this Section 5(a) are in the nature of severance payments considered to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of reasonable by the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as are not in the “Other Benefits”)nature of a penalty.

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, 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 thirty (30) 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) Executive’s the highest annual bonus from paid or payable to the Company, including any bonus or portion thereof which has been earned but deferred, Executive for any of the last three full fiscal years (whether or not from the Company) prior to the Date of Termination (such 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, (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 Executive (together with any accrued interest or earnings thereon) each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), ) and (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one the product of (1) times two and (2) the sum of (x) the Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s the Highest Annual Bonus;; and (ii) for a period of one (1) year from the Annual Equity Awards and any other stock awards granted after the Effective Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement shall vest immediately to the same extent and upon such awards would have vested in accordance with their terms during the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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 two year period of eligibility; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of following the Date of Termination; 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 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 Executive’s execution of a “Waiver and Release” in the form attached hereto as Exhibit A, if, during the Employment Period, the Company shall terminate terminates the Executive’s employment other than for Cause or Disability, Disability or the Executive shall terminate terminates employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (i1) the Company shall pay to Executive the Executive, in a lump sum in cash within thirty (30) 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) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such amount being referred to as the “Highest Annual Bonus”) Recent 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, Termination and the denominator of which is 365, and (3iii) 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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2), (3ii) and (4) shall be hereinafter referred to as iii), the “Accrued Obligations”); and; B. (B) the amount equal to one the product of (1i) times 1.5 and (ii) the sum of (x) the Executive’s Annual Base Salary and (y) the Recent Target Bonus; and (2) the Executive shall be entitled to continuation coverage under the Company’s health care plans at the rate in effect on Company’s sole expense for the 18-month period following the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a which period of one (1) year from coverage shall run concurrently with the Date period of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in continuation coverage under Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as 4980B of the Date of Termination. If Executive becomes 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 eligibilityCode; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; and (iv3) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), in the event that the Executive is a “specified employee” within the meaning of Section 409A of the Code (with such classification to be paid or determined in accordance with the methodology established by the applicable employer)(a “Specified Employee”), 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 or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement for in Section 7872(f)(2)(A) of the Company and its affiliated companies Code (such other amounts and benefits shall be hereinafter referred to as “Interest”), 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 “Other Benefits409A Payment Date”).

Good Reason; Other Than for Cause, Death or Disability. If, If during the Employment Change Period, either the Company shall terminate terminates the Executive’s employment other than for Cause Cause, Death or Disability, or the Executive shall terminate terminates employment for Good Reason, then in consideration of Executive’s services rendered prior to such terminationthe Company shall: (i) the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: A. the sum of of: (1) the Executive’s Annual Base Salary through the Termination Date of Termination to the extent not theretofore paid, ; plus (2) the product of (x) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such 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, (3) any accrued vacation pay to the extent not theretofore already paid, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the Executive’s annual bonus as if earned at the Executive’s target level as of the Termination Date; and C. the amount equal to one (1) times the sum of (x) Executive’s Annual Base Salary at as of the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual BonusTermination Date; (ii) grant and immediately vest in favor of the Executive thirty thousand (30,000) options to purchase Voting Securities of the Company, with an Exercise Price no higher than the closing market price of such Voting Securities on the Termination Date (“Termination Options”), which must be exercised within twelve (12) months after the Termination Date, subject to the remaining terms and conditions of the Company’s Option Grant Policy. If the Termination Options have already been granted to the Executive before the Termination Date, then this Section 4(a)(ii) shall be deemed to have been complied with, and shall be of no further force or effect; (iii) provide the Executive with reasonable executive outplacement services for a period of one up to twelve (112) year from months after the Termination Date of Termination, through a recognized outplacement provider that is agreed to by the Company will allow Executive and/or and the Executive's eligible dependents to ; (iv) continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost benefits to the Executive and/or the Executive's eligible dependents) ’s family at least equal to those which would have been provided to them in accordance with benefits outside such plans having terms not less favorable than those provided under the Company's medical welfare plans, programs, practices and other welfare plans as policies of the Date Company as if the Executive’s employment had not been terminated for a period of Termination. If twelve (12) months; provided, however, that if the Executive becomes 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the 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 Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies eligibility (such other amounts and continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as “Welfare Benefit Continuation”). Any benefits received by the Executive pursuant to this Section shall not reduce the period of time the Executive is entitled to receive COBRA continuation health coverage as a result of the Executive’s termination of employment; (v) immediately upon termination vest any options, restricted stock, or performance stock granted to Executive, and the Executive will have six (6) months after the Termination Date to exercise any such options; (vi) pay to the Executive the proceeds of the Executive Savings Plan, including all accumulated interest and dividends, as required therein. The Company shall pay the amounts described in this Section (in the aggregate, the “Other BenefitsSeverance”) promptly after the Termination Date, but no more than thirty (30) days thereafter; provided that if the Executive is a Specified Employee on the Termination Date, then to the extent the Severance exceeds an amount equal to the lesser of (x) two times the Executive’s Annual Base Salary for the prior calendar year and (y) two times the dollar limitation in effect under Code Section 401(a)(17) for the year in which the Termination Date occurs, such excess shall be paid with interest on such delayed payment at the applicable federal rate provided for in Code Section 7872(f)(2)(A) on the first business day after the date that is six months after the Termination Date (the “Delayed Payment Date”). In addition, if the Executive is a Specified Employee on the Termination Date and if the taxable value of continued life insurance coverage exceeds the applicable dollar limit under Code Section 402(g)(1)(B) as in effect for the Termination Date, then the Executive shall pay the Company the premiums for the coverage in excess of such limit and, on the Delayed Payment Date, the Company shall reimburse such amount to the Executive.

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, 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 thirty (30) 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 Executive’s business expenses that are reimbursable pursuant to Section 4(b)(v) but have not been reimbursed by the Company as of the Date of Termination; (3) 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; (4) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (1), (2), (3) and (4), the “Accrued Obligations”) and (5) an amount equal to the product of (x) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such amount being referred to as the “Highest Annual Bonus”) Recent Average 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 365365 (the “Pro Rata Bonus”); provided, (3) any accrued vacation pay to that notwithstanding the extent not theretofore paidforegoing, and (4) unless if the Executive has elected a different payout date in a prior deferral election, made an irrevocable election under any deferred compensation previously deferred by Executive (together with any accrued interest or earnings thereon) arrangement subject to the extent not theretofore paid (the sum Section 409A of the amounts Code to defer any portion of the Annual Base Salary or the Annual Bonus described in clauses (1), (2), ) or (3) above, then for all purposes of this Section 6 (including, without limitation, Sections 6(b) through 6(d)), such deferral election, and the terms of the applicable arrangement shall apply to the same portion of the amount described in such clause (41) or clause (3), and 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 one the product of (1) times [two/three] and (2) the sum of (x) the Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual the Recent Average Bonus;; and (iiC) for a period an amount equal to the product of one (1) year from [two/three] and (2) the sum of (a) the Company Retirement Contributions (as defined in the BorgWarner Inc. Retirement Savings Plan (“RSP”)) that would have been made under the RSP for the first Plan Year (as defined in the RSP) ending after the Date of Termination, Termination if there had been no Limitations (as defined below) on such Company Retirement Contributions and (b) an amount equal to the Company will allow Matching Contributions (as defined in the RSP) that would have been made under the RSP in the first Plan Year after the Date of Termination if there had been no Limitations on such Company Matching Contributions, and assuming for these purposes that the Executive and/or Executive's eligible dependents had elected to continue defer the maximum amount of Compensation (as defined in the RSP) permitted by the RSP (without regard to participate any Limitations on such deferral), and assuming for purposes of calculating the amounts in any medical clauses (a) and other welfare plans described in (b) that the Executive had remained employed by the Company through the end of such Plan Year with compensation equal to that required by Section 4(b)(iv4(b)(i) and Section 4(b)(ii) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, (“Limitations” meaning limitations contained in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plansRSP, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents Employee Retirement Income Security Act (“ERISA”) or the Code (including without additional cost to limitation the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the 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 Executive any other amounts or benefits required to be paid or provided or which 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”$150,000 cap on Compensation).;

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate Employer terminates the Executive’s employment without Cause (other than for Cause as a consequence of the Executive’s death or Disability, which terminations shall be governed by Section 5(c) below), or the Executive shall terminate terminates his employment with the Employer for Good Reason, in either case, constituting a Separation from Service, then the Executive shall be entitled to receive the payments and benefits described below in consideration of Executive’s services rendered prior to such termination:this Section 5(a). (iA) the Company The Executive shall pay to Executive be paid, in a lump single lump-sum in cash payment within thirty (30) days after the Date of Termination Executive’s Separation from Service (or any shorter period prescribed by law), the aggregate of the following amounts: A. the sum amount of (1) the Executive’s earned but unpaid Base Salary through the Date of Termination to the extent not theretofore paidand accrued but unpaid vacation pay, (2) the product of (x) Executive’s highest annual bonus from the Companyif any, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such 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, (32) 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 unreimbursed business expenses or other payments incurred by Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one (1) times the sum of (x) Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of through the Date of Termination shall be immediately that are reimbursable under Section 3(b)(vi) above; and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; and (ivB) to the extent not theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any accrued benefits and other amounts or benefits required to be paid or provided or which Executive is eligible prior to receive the Date of Termination under any other plan, program, policy or practice or policy, practice, contract or agreement of the Company Employer and its affiliated companies affiliates according to their terms, including, without limitation, pursuant to any outstanding LTIP Award Agreement (such other amounts the payments and benefits shall be hereinafter referred to as described in this Section 5(a)(i), the “Other BenefitsAccrued Obligations”). (ii) In addition to the Accrued Obligations, provided that the Executive executes and delivers to the Employer a general release and waiver of claims substantially in the form attached hereto as Exhibit B (as such form may be updated to reflect changes in law, the “Release”) within forty-five (45) days after the Executive’s Separation from Service and does not revoke such Release, and further subject to Section 12 below, the Executive shall be entitled to receive the following payments and benefits (the “Severance”): (A) Provided that the date of such Separation from Service occurs prior to the date on which the Executive reaches age seventy (70), a payment (the “Cash Severance Payment”) equal to two (2) times (the “Severance Multiple”) the sum of (1) the Executive’s Base Salary as in effect immediately prior to the Date of Termination (without regard to any reduction giving rise to Good Reason), plus (2) the Executive’s Target Bonus as in effect immediately prior to the Date of Termination (without regard to any reduction giving rise to Good Reason) (the “Bonus Amount”), payable on the sixtieth (60th) day after the date on which the Executive incurs a Separation from Service; (B) For a period of twenty-four (24) months following the date on which the Executive incurs a Separation from Service, but in no event longer than the period of time during which the Executive would be entitled to continuation coverage under Code Section 4980B absent this provision (the “COBRA Period”), the Executive and the Executive’s eligible dependents shall continue to be provided with medical, prescription and dental benefits at the levels in effect immediately prior to the Date of Termination at the same cost to the Executive as immediately prior to the Date of Termination, provided that the Executive properly elects continuation healthcare coverage under Code Section 4980B; following such continuation period, any further continuation of such coverage under applicable law shall be at the Executive’s sole expense; provided, however, that (a) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (b) the Employer is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof). Notwithstanding the foregoing, the Executive and his dependents shall cease to receive such medical, prescription and dental benefits on the date that the Executive becomes eligible to receive benefits under another employer-provided group health plan; (C) To the extent not previously vested and converted into Units or forfeited, (1) any RPUs shall vest in full upon the Executive’s Separation from Service and shall convert into Units as set forth in the applicable award agreement; and (2) the CPUs shall vest and convert into Units as set forth in the applicable award agreement. In addition, except for any CPUs or other performance-vesting awards, any other equity and/or long-term incentive awards awarded on or after the Commencement Date shall fully vest on the date of the Executive’s Separation from Service, with any vested awards which are exercisable remaining exercisable for the remainder of their original terms and any awards subject to Code Section 409A remaining payable in accordance with the terms of the applicable award agreement; (D) An amount equal to the product of the (1) the Bonus Amount, and (2) a fraction, the numerator of which shall be the number of days elapsed through the Date of Termination in the calendar year in which the Date of Termination occurs and the denominator of which shall be 365 (the “Pro-Rata Bonus”), payable in the calendar year following the calendar year in which the Executive’s Separation from Service occurs, but in no event later than the fifteenth day of the third month following the end of the calendar year in which the Date of Termination occurs; and (E) Any unpaid Annual Bonus that would have become payable to the Executive pursuant to Section 3(b)(ii) hereof in respect of any calendar year that ends on or before the Date of Termination had the Executive remained employed through the payment date of such Annual Bonus, payable in the calendar year in which the Separation from Service occurs, but in no event later than the date in such calendar year on which annual bonuses are paid to the Employer’s senior executive officers generally.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate Employer terminates the Executive’s employment without Cause (other than for Cause as a consequence of the Executive’s death or Disability, which terminations shall be governed by Section 5(c) below), or the Executive shall terminate terminates his employment with the Employer for Good Reason, in either case, constituting a Separation from Service, then the Executive shall be entitled to receive the payments and benefits described below in consideration of Executive’s services rendered prior to such termination:this Section 5(a). (iA) the Company The Executive shall pay to Executive be paid, in a lump single lump-sum in cash payment within thirty (30) days after the Date of Termination Executive’s Separation from Service (or any shorter period prescribed by law), the aggregate of the following amounts: A. the sum amount of (1) the Executive’s earned but unpaid Base Salary through the Date of Termination to the extent not theretofore paidand accrued but unpaid vacation pay, (2) the product of (x) Executive’s highest annual bonus from the Companyif any, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such 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, (32) 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 unreimbursed business expenses or other payments incurred by Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one (1) times the sum of (x) Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of through the Date of Termination shall be immediately that are reimbursable under Section 3(b)(vi) above; and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; and (ivB) to the extent not theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any accrued benefits and other amounts or benefits required to be paid or provided or which Executive is eligible prior to receive the Date of Termination under any other plan, program, policy or practice or policy, practice, contract or agreement of the Company Employer and its affiliated companies affiliates according to their terms, including, without limitation, pursuant to any outstanding LTIP Award Agreement (such other amounts the payments and benefits shall be hereinafter referred to as described in this Section 5(a)(i), the “Other BenefitsAccrued Obligations”). (ii) In addition to the Accrued Obligations, provided that the Executive executes and delivers to the Employer a general release and waiver of claims substantially in the form attached hereto as Exhibit B (as such form may be updated to reflect changes in law, the “Release”) within forty-five (45) days after the Executive’s Separation from Service and does not revoke such Release, and further subject to Section 12 below, the Executive shall be entitled to receive the following payments and benefits (the “Severance”): (A) Provided that the date of such Separation from Service occurs prior to the date on which the Executive reaches age seventy (70), a payment (the “Cash Severance Payment”) equal to one and one-half (1.5) times (the “Severance Multiple”) the sum of (1) the Executive’s Base Salary as in effect immediately prior to the Date of Termination (without regard to any reduction giving rise to Good Reason), plus (2) the Executive’s Target Bonus as in effect immediately prior to the Date of Termination (without regard to any reduction giving rise to Good Reason) (the “Bonus Amount”), payable on the sixtieth (60th) day after the date on which the Executive incurs a Separation from Service; (B) For a period of eighteen (18) months following the date on which the Executive incurs a Separation from Service, but in no event longer than the period of time during which the Executive would be entitled to continuation coverage under Code Section 4980B absent this provision (the “COBRA Period”), the Executive and the Executive’s eligible dependents shall continue to be provided with medical, prescription and dental benefits at the levels in effect immediately prior to the Date of Termination at the same cost to the Executive as immediately prior to the Date of Termination, provided that the Executive properly elects continuation healthcare coverage under Code Section 4980B; following such continuation period, any further continuation of such coverage under applicable law shall be at the Executive’s sole expense; provided, however, that (a) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (b) the Employer is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof). Notwithstanding the foregoing, the Executive and his dependents shall cease to receive such medical, prescription and dental benefits on the date that the Executive becomes eligible to receive benefits under another employer-provided group health plan; (C) To the extent not previously vested and converted into Units or forfeited, (1) any RPUs shall vest in full upon the Executive’s Separation from Service and shall convert into Units as set forth in the applicable award agreement; and (2) the CPUs shall vest and convert into Units as set forth in the applicable award agreement. In addition, except for any CPUs or other performance-vesting awards, any other equity and/or long-term incentive awards awarded on or after the Commencement Date shall fully vest on the date of the Executive’s Separation from Service, with any vested awards which are exercisable remaining exercisable for the remainder of their original terms and any awards subject to Code Section 409A remaining payable in accordance with the terms of the applicable award agreement; (D) An amount equal to the product of the (1) the Bonus Amount, and (2) a fraction, the numerator of which shall be the number of days elapsed through the Date of Termination in the calendar year in which the Date of Termination occurs and the denominator of which shall be 365 (the “Pro-Rata Bonus”), payable in the calendar year following the calendar year in which the Executive’s Separation from Service occurs, but in no event later than the fifteenth day of the third month following the end of the calendar year in which the Date of Termination occurs; and (E) Any unpaid Annual Bonus that would have become payable to the Executive pursuant to Section 3(b)(ii) hereof in respect of any calendar year that ends on or before the Date of Termination had the Executive remained employed through the payment date of such Annual Bonus, payable in the calendar year in which the Separation from Service occurs, but in no event later than the date in such calendar year on which annual bonuses are paid to the Peer Executives generally.

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, 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 thirty (30) days [30 days] [for Hong Kong employees: 7 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) any earned Annual Bonus in respect of the fiscal year ended immediately prior to the Date of Termination to the extent not theretofore paid, (3) the product of (x) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such amount being referred to as the “Highest Recent Annual Bonus”) Bonus Percentage and (y) the Executive’s Annual Base Salary and (z) 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 (34) any accrued vacation pay to the extent not theretofore paidpay, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. and (B) the amount equal to one the product of (1) times two and (2) the sum of (x) the Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) the product of (I) the Recent Annual Bonus Percentage and (II) the Executive’s Highest Annual Bonus; Base Salary; provided that any amount payable to the Executive pursuant to this clause (iiB) shall not exceed $10,000,000 (ten million dollars) (“Base and Bonus Cap”) and all rights to any amount payable under this subparagraph 6(i)(B) exceeding the Base and Bonus Cap shall be cancelled and the Executive shall have no further rights or entitlement to the amounts payable under this subparagraph 6(i)(B) that exceed the Base and Bonus Cap; and (C) [for a period Hong Kong employees: to the extent applicable,] the amount equal to the product of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical two and other welfare plans described in Section 4(b)(iv(2) of this Agreement an amount equal to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date sum of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the any Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost Group contributions allocated to the Executive and/or Executive's eligible dependentsunder (x) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; and (iv) Group tax-favored defined contribution retirement plans applicable to the extent not theretofore paid Executive and (y) the State Street Corporation Management Supplemental Savings Plan or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies successor plan (such other amounts and benefits shall be hereinafter referred to as the “Other BenefitsSupplemental Savings Plan”).) for the most recent full fiscal year; and [

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company (i) CryoLife shall terminate Executive’s the Employee's employment other than for Cause Cause, Death or Disability, Disability or Executive (ii) the Employee shall terminate employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (i) the Company CryoLife shall pay to Executive Employee as severance compensation an amount equal to one times the aggregate of Employee's annual salary and bonus compensation for the year in a lump sum which the termination of employment occurs (the "Severance Payment"). Such payment shall be in addition to sums due to Employee through the Date of Termination and shall be subject to normal withholding requirements of CryoLife. The Severance Payment shall be payable in cash within by the Company in 12 equal monthly installments commencing on the date thirty (30) days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) Executive’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 Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Employee's Date of Termination (such amount being referred to as the “Highest Annual Bonus”) and (y) a fraction"Severance Period"); provided, the numerator of which is the number of days in the current fiscal year through the Date of Terminationhowever, and the denominator of which is 365that, (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 electionrequired under Section 409A of the Code to avoid the imposition of additional tax to Employee under that Section, any compensation previously deferred by Executive payment of the Severance Payment shall commence on the six-month anniversary of Employee's separation from service with the Company (together with any accrued interest or earnings thereonor, if earlier, the date of Employee's death) and continue in equal monthly installments over the remainder of the Severance Period; provided further, that, to the extent not theretofore permitted under Section 409A of the Code without the imposition of additional tax to Employee under that Section, the Severance Payment shall be paid (the i) in an immediate lump-sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one (1) times the sum of (x) Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that ExecutiveEmployee's and/or Executive's eligible dependents' continued participation is not permissible under separation from service occurs on or after a Change of Control or (ii) in an immediate lump sum at the terms and provisions time of such plansa Change of Control (less amounts previously paid to Employee) in the event the separation from service occurs within six months prior to a Change of Control. Payment of any Severance Payment will be subject to normal withholding. If the employment termination occurs before the awarding of bonuses in the year in which the employment termination occurs, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as bonus compensation component of the Date of Termination. If Executive becomes 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 Severance Payment shall be secondary to those provided under computed based on the prior year's bonus. Bonus compensation shall include cash bonus payments and the present value of non-cash bonuses such other plan during such applicable period of eligibility; and (iii) all unvested stock as options to acquire stock of the Company and all awards of or restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the 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 Executive any other amounts or benefits required to be paid or provided or which 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”)stock.

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, 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 thirty (30) 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) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such 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, (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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “"Accrued Obligations”"); and B. the An amount equal to one (1) times the sum of (x) Executive’s 's Annual Base Salary at plus Annual Cash Bonus (based on the rate adjusted EV bonus amount for the Fiscal Year in effect on which the Date of TerminationTermination occurs, the "Adjusted EV Bonus") for the remaining Employment Period; and C. an amount equal to the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan (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 supplemental early retirement plan in which the Executive participates (ythe "SERP") which the Executive would receive if the Executive’s Highest 's employment continued until the Executive reached age 62, assuming for this purpose that at age 62 the Executive would have 20 years of credited service and all accrued benefits are fully vested, and assuming that the Executive's compensation in each of the periods is that required by Section 3(b) and that the Executive's Annual Cash Bonus for such years is the Adjusted EV Bonus; (ii) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to shall continue to participate in any medical and other provide welfare plans described in Section 4(b)(iv) of this Agreement benefits to the same extent Executive and upon his dependants until the end of the Employment Period on the same terms as the Executive and/or Executive's eligible dependents participated basis that such benefits were provided to him immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the 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 the Executive’s 's employment other than for Cause Cause, death or Disability, or the Executive shall terminate employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (i) the The Company shall pay to the Executive in a lump sum in cash within thirty (30) 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) Executive’s the higher of (I) the highest annual bonus from Annual Bonus received by the CompanyExecutive over the preceding three year period (for purposes of determining any bonuses paid during any preceding year, bonuses paid by Weatxxxxxxx Xxxernational, Inc. shall be taken into account) and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferreddeferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period (for purposes of determining any of the last three full fiscal years prior to the Date of Termination bonuses paid during any preceding year, bonuses paid by Weatxxxxxxx Xxxernational, Inc. shall be taken into account), 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 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 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), (3) and (43) shall be hereinafter referred to as the “"Accrued Obligations”"); , and B. the (B) an amount equal to one (1) three times the sum of (xi) Executive’s the then current Annual Base Salary at of the rate in effect on the Date of Termination, Executive and (yii) Executive’s the Highest Annual Bonus;, and (C) an amount equal to the total of the employer matching contributions credited to the Executive under the Company's 401(k) Savings Plan (the "401(k) Plan") or any other deferred compensation plan during the 12-month period immediately preceding the month of the Executive's Date of Termination 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 For a period of one (1) year three years from the Executive's Date of TerminationTermination (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 will allow shall continue benefits to the Executive and/or the Executive's eligible dependents family equal to continue those that would have been provided to participate them in any medical accordance with the plans, programs, practices and other welfare plans policies described in Section 4(b)(iv2(b)(iv) of this Agreement to if the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior employment had not been terminated; provided, however, that with respect to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions any of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to programs, practices or policies requiring an employee contribution, the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those shall continue to pay the monthly employee contribution for same, and provided under further, that if the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed with reemployed 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; 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; (iv) With respect to all unvested stock options to acquire 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 Company 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 all awards of restricted stock the Executive is subject to Section 16(b) of the Company held by 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 be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be 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; andrestrictions 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; (ivv) 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 's employment other than for Cause Cause, death or Disability, or the Executive shall terminate employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (i) the The Company shall pay to the Executive in a lump sum in cash within thirty (30) 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) Executive’s the higher of (I) the highest annual bonus from Annual Bonus received by the CompanyExecutive 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 deferreddeferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period, if any of the last three full fiscal years prior to the Date of Termination (such higher amount being referred to as the “"Highest Annual Bonus”", it being agreed that for any termination prior to the Executive receiving his first Annual Bonus under this Agreement, the Annual Bonus shall be an amount equal to the Annual Bonus the Executive would have received for the year ended December 31, 1997, had the Executive then been employed and received a bonus on the same basis as the other similarly situated vice presidents of the Company for such year, but shall exclude the sign on bonus previously paid to the Executive) 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 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 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), (3) and (43) shall be hereinafter referred to as the “"Accrued Obligations”"); , and B. the (B) an amount equal to one (1) three times the sum of (xi) Executive’s the then current Annual Base Salary at of the rate in effect on the Date of Termination, Executive and (yii) Executive’s the Highest Annual Bonus;, and (C) an amount equal to the total of the employer matching contributions credited to the Executive under the Company's 401(k) Savings Plan (the "401(k) Plan") or any other deferred compensation plan during the 12-month period immediately preceding the month of the Executive's Date of Termination 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 For a period of one (1) year three years from the Executive's Date of TerminationTermination (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 will allow shall continue benefits to the Executive and/or the Executive's eligible dependents family equal to continue those which would have been provided to participate them in any medical accordance with the plans, programs, practices and other welfare plans policies described in Section 4(b)(iv2(b)(iv) of this Agreement to if the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior employment had not been terminated; provided, however, that with respect to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions any of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to programs, practices or policies requiring an employee contribution, the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those shall continue to pay the monthly employee contribution for same, and provided under further, that if the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed with reemployed 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; 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; (iv) With respect to all unvested stock options to acquire 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 Company 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 all awards of restricted stock the Executive is subject to Section 16(b) of the Company held by Securities Exchange Act of 1934, as amended, any cash payments related thereto shall be made on the date which 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 and not then exercisable shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be 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 shorter; andrestrictions 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; (ivv) All country club memberships, luncheon clubs and other memberships which 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 EDC and the 401(k) Plan and any other similar plans, including any stock options 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 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 '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 The Company shall pay to Executive the Executive, in a lump sum in cash payment within thirty (30) 30 days after the Date of Termination Termination, the aggregate of the following amounts: A. the (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) Executive’s highest the average of the annual cash bonuses payable to the Executive under the bonus from programs of the CompanyCompany and the Affiliated Companies during the period of three years ending on the Effective Date, including any bonus or portion thereof such shorter period during which the Executive has been earned but deferred, employed by the Company (disregarding for this purpose any deferral of the last three full fiscal years prior to payment of any such bonuses) (the Date of Termination (such 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, 365 and (3) any accrued vacation pay to the extent not theretofore paidpay, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) 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) The amount equal to one the product of (1) times the Multiple, (2) the sum of (x) the Executive’s 's Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus;the Average Incentive Compensation. (ii) for a period of one (1) year from Unless the Date of TerminationTermination occurs during the Merger of Equals· Period, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to all benefits accrued through the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to Termination by the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical qualified defined benefit retirement plan (the "Retirement Plan") and other welfare plans as of any excess defined benefit retirement plan in which the Date of Termination. If Executive becomes re-employed with another employer and is eligible to receive medical participates, but not under the Xxxx Corporation Supplemental Executive Retirement Plan or other welfare benefits under another employer provided planany successor plan (the "Excess 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive that are not vested as of the Date of Termination shall be immediately and fully vested as and shall be paid in accordance with the payment terms of the applicable plan; provided that, to the extent such benefits may not be provided under the Retirement Plan, they shall instead be provided under the Excess Plan. Unless the Date of Termination andoccurs during the Merger of Equals Period, the Company shall also pay the Executive, in a lump sum cash payment within 30 days after the case Date of stock optionsTermination, shall be an amount equal to the excess of: (a) The actuarial equivalent of the benefit under the Retirement Plan (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and the Excess Plan that the Executive would have received if the Executive's employment had continued for three years after the Date of Termination, and if all of the Executive's accrued benefits were fully exercisable 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 any deferral of the payment of any such bonuses), over (b) The actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Plan and the Excess Plan (including any benefits that vest pursuant to the first sentence of this subsection (ii)) as of the Date of Termination; and. (iii) The Company shall pay the Executive a lump sum cash payment, within 30 days after the Executive's Date of Termination, equal to the cost of health coverage for the number of years equal to the Multiple, based on the monthly COBRA cost of such coverage under the Company's health plan pursuant to section 4980B of the Code on the Termination Date. (iv) to The Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives. (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide the Executive with any Other Benefits (as defined in Section 7) in accordance with the terms of the applicable plans. Notwithstanding the foregoing, except with respect to Executive any other amounts or payments and benefits required under Sections 6(a)(i)(a)(l), 6(a)(i)(a)(3) and 6(a)(v), all payments and benefits to be paid or provided or which 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 this Section 6(a) shall be hereinafter referred subject to the Executive's execution and non-revocation of a release substantially in the 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 the Executive’s employment other than for Cause or Disability, or the Executive shall terminate employment for Good Reason, then in consideration of Executive’s services rendered prior to such terminationtermination and of Executive’s covenants contained in Section 10 hereof: (i) the Company shall pay to the Executive in a lump sum in cash within thirty (30) 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) Executive’s highest annual bonus from the CompanyAnnual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred, for the most recently completed fiscal year during the Employment Period, if any of the last three full fiscal years prior to the Date of Termination (such 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, and (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 thereonthereon and subject to any prior election by the Executive to receive such deferred amounts in installments) 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) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one (1) two times the sum of (x1) the Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y2) Executive’s Highest the Most Recent Annual Bonus; (ii) for a period of one (1) year from 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 will allow shall continue benefits to the Executive and/or the Executive's eligible dependents ’s family at least equal to continue those which would have been provided to participate them in any medical accordance with the plans, programs, practices and other welfare plans 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 same extent and upon the same terms Executive, as the Executive and/or Executive's eligible dependents participated immediately prior in effect generally at any time thereafter with respect to the Date other peer executives of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to and its affiliated companies and their families, provided, however, that if the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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; and . For purposes of determining eligibility (iiibut not the time of commencement of benefits) all unvested stock options to acquire stock of the Company Executive for retiree benefits pursuant to such plans, practices, programs and all awards of restricted stock of policies, the Company held by Executive as of shall be considered to have remained employed until two years after the Date of Termination shall be immediately and fully vested as to have retired on the last day of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; andsuch period; (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”). (iv) notwithstanding any provision of this Agreement to the contrary, the Executive shall forfeit his right to receive, or, to the extent such amounts have previously been paid to the Executive, shall repay in full to the Company within thirty (30) days of a final determination of the Executive’s liability therefor as set forth below, the amount described in Section 6(a)(i)(B) of this Agreement if at any time during the period of two years after the Date of Termination he violates the Restrictive Covenants set forth in Section 10 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 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 thirty (30) 30 days after the Date of Termination an amount equal to the present value, determined in accordance with Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the “Code”), of the aggregate of the following amountsamounts under A, B and C below; provided however, that prior to a Change of Control, the Company, in its discretion, may determine to pay any such amount when it otherwise would have been paid if the Executive’s employment had not been terminated until the end of the Employment Period: A. (A) the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, paid and (2) the excess of (A) the product of (x) (i) Executive’s highest annual bonus from if a Change of Control does not occur during the Companyfiscal year which includes the Date of Termination, the Annual Bonus which would have been payable to the Executive for such entire fiscal year or (ii) if a Change of Control does occur during the fiscal year which includes the Date of Termination, 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 deferreddeferred (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 of the last three full fiscal years prior to the 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, over (3B) any accrued vacation pay amounts previously paid 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 Executive (together with any accrued interest or earnings thereon) pursuant to the extent not theretofore paid terms of the Annual Bonus Plans as bonuses with respect to the year that includes the Date of Termination (the sum of the amounts described in clauses (1), (2), (3) and (42) shall be hereinafter referred to as the “Accrued Obligations”); and B. (B) the amount equal to one the product of (1) times three (or the sum number of years, including partial years, until the end of the Employment Period, if less) and (x2) the Executive’s highest combined Annual Base Salary at and Annual Bonus during any of the rate last three full fiscal years prior to the Date of Termination; and (C) an amount equal to the difference between (a) the aggregate benefit under the Company’s qualified defined benefit retirement plans (collectively, the “Retirement Plan”) and any excess or supplemental defined benefit retirement plans (including the Benefit Restoration Plan) in effect on which the Executive participates (collectively, the “SRP”) 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, but not after the date on which the Executive attains age 65, and (yb) the actual vested benefit, if any, of the Executive under the Retirement Plan and the SRP, 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 Highest Annual Bonuscompensation in each of the three years following such termination would have been that required by Section 4(b)(i) and Section 4(b)(ii), and using the actuarial assumptions in effect for purposes of computing benefit entitlements under the Retirement Plan and the SRP at the Date of Termination or, following a Change of Control, using actuarial assumptions no less favorable to the Executive than the most favorable assumptions which were in effect for such purposes at any time from the day before the Change of Control through the Date of Termination; (ii) for a period of one (1) year from 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 will allow shall continue benefits to the Executive and/or the Executive's eligible dependents ’s family at least equal to continue those which would have been provided to participate them in any medical accordance with the plans, programs, practices and other welfare plans 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 same extent Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and upon the same terms as its affiliated companies and their families; provided, however, that if the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed 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; and, and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, programs, practices 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 unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of if the Date of Termination occurs after a Change of Control, the Company shall, at its sole expense as incurred (but in no event to exceed $50,000), provide the Executive with outplacement services the scope and provider of which shall be immediately and fully vested as of selected by the Date of Termination and, Executive in the case of stock options, shall be fully exercisable as of the Date of Termination; andExecutive’s sole discretion; (iv) the Executive shall be entitled to purchase at depreciated book value the automobile (if any) which the Company was providing for the use of such Executive, and 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, practice or 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”); (v) the Executive shall be treated, for purposes of the Company’s Executive Deferred Compensation Plan, Executive Variable Deferred Compensation Plan, Executive Deferred Retirement Plan, Executive Variable Deferred Retirement Plan, and any successor or similar plans, as if he had three more years of service, and attained an age three years older, than his actual years of service and age as of the Date of Termination; provided, however, that Executive shall be credited with the number of years of service and attained age (in addition to his actual years of service and attained age on the Date of Termination) which are required in order to satisfy the eligibility requirements for “early retirement” benefits and to receive the retirement interest rate under such plans, if the Date of Termination occurs after a Change of Control; (vi) the Executive shall have the option to have assigned to him at no cost and with no apportionment of prepaid premiums (to the extent possible under the terms of the applicable policies) any assignable insurance policy owned by the Company which relates specifically to the Executive; provided that the Company shall have no obligation to pay off any loans against said insurance policy, and the Executive shall reimburse the Company for the cash value of such insurance policy (if any); (vii) the Executive shall be entitled to receive payments of deferred cash incentive awards under the amended and restated Key Executive Long-Term Incentive Plan (“LTIP”) or any successor plan for performance cycles which commence while the Executive is employed with the Company equivalent to the payments which he would have received if he had remained employed with the Company for three years after the Date of Termination (but not later than age 65), or such other payments (if greater) as may be provided under the LTIP upon a Change of Control or otherwise; and (viii) all stock options granted to Executive under the Company’s stock option plans shall become immediately vested on the Date of Termination. If the Executive should die while receiving payments pursuant to this Section 6(a), the remaining payments which would have been made to the Executive if he had lived shall be paid to the beneficiary designated in writing by the Executive; or if there is no effective written designation, then to his spouse; or if there is neither an effective written designation nor a surviving spouse, then to his estate. Designation of a beneficiary or beneficiaries to receive the balance of any such payments shall be made by written notice to the Company, and the Executive may revoke or change any such designation of beneficiary at any time by a later written notice to the Company.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, (x) the Company shall terminate the Executive’s 's employment other than for Cause Cause, death or Disability, Disability or (y) the Executive shall terminate his employment for Good Reason, then in consideration lieu of Executive’s services rendered prior and not in addition to such terminationany other severance pay or benefits for which the Executive may be eligible from the Affiliated Group: (i) the Company shall pay to the Executive in a lump sum in cash within thirty (30) 10 business days after the Date of Termination Termination, subject to the final paragraph of this Section 5(a), the aggregate of the following amounts: A. (A) the sum of (1) the Executive’s 's unpaid Annual Base Salary through the Date of Termination Termination, (2) the Executive's business expenses that are reimbursable pursuant to Section 3(g) that have not yet been reimbursed, and (3) to the extent not theretofore paid, (2) the product of (x) Executive’s highest annual bonus from 's Annual Bonus for the Company, including any bonus or portion thereof calendar year immediately preceding the calendar year in which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such 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, (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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid occurs (the sum of the amounts described in clauses (1), (2), (3) and (4) 3), shall be hereinafter referred to as the “"Accrued Obligations”"); and B. the (B) an amount equal to one (1) times the sum of (x) Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus;Salary; and (ii) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company Retention Award shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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 eligibilityvest; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the 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 Affiliated Group (other than any severance payment plan) through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"). Notwithstanding the foregoing, (x) all payments and benefits provided pursuant to this Section 5(a) shall be reduced by any other amount of severance to which the Executive becomes entitled and is paid under applicable law and (y) except with respect to payments and benefits under Section 5(a)(i)(A), all payments and benefits to be provided under this Section 5(a) shall be subject to the Executive's prior execution and non-revocation of a mutual release substantially in the form attached hereto as Exhibit B (provided that the Company's release of the Executive shall not apply to fraud, embezzlement, misappropriation and other illegal acts), and the Executive's continued compliance with Section 7 of this Agreement.

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, 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 thirty (30) days after the Date of Termination the aggregate of the following amounts, and such amounts shall be paid in a lump sum in the seventh month following the Date of Termination except that the “Accrued Obligations” (as defined below) shall be paid in a lump sum within 30 days 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, (2) the product of (x) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, higher of (I) the Annual Bonus for any of the last three full fiscal years prior to year in which the Date of Termination occurs, determined based on actual individual and corporate performance through the Date of Termination, and (such amount being referred to as II) the “Highest Recent Annual Bonus”Bonus (provided that this clause (II) shall not apply if a Change in Control does not occur before the payment date for the lump sum payment described in this Section 6(a)(i)) 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, to the extent not theretofore paid and (3) any accrued vacation pay to the extent not theretofore paidpay, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) 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 amount equal to one the product of (1) times three and (2) the sum of (x) the Executive’s Annual Base Salary, (y) the higher of (I) the 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 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 at and the rate Executive’s annual long-term incentive award percentage in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Effective Date for the fiscal year in which the Effective Date occurs; and C. an amount equal to the excess of Termination; provided that, in (a) the event actuarial equivalent of the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible benefit under the terms and provisions of such plans, Company’s qualified defined benefit retirement plan (the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents “Retirement Plan”) (without additional cost utilizing actuarial assumptions no less favorable to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided in effect under the Company's medical ’s Retirement Plan immediately prior to the Effective Date), and the Unfunded Supplemental Benefit Plan for Salaried Employees or its successor plan or any other welfare plans excess or supplemental retirement plan in which the Executive participates (together, the “SERP”) 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 SERP as of the Date of Termination. If ; 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)(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, subject to the payment requirements of paragraph (viii), below; provided, however, that if the Executive becomes re-employed 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) all unvested stock options 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 acquire stock 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 effect generally at any time thereafter with respect to other peer executives of the Company and all awards its affiliated companies and their families, subject to the payment requirements of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination andparagraph (viii), in the case of stock options, shall be fully exercisable as of the Date of Terminationbelow; 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 (provided that, to the extent such option results in a benefit that is includable in the Executive’s gross income for federal income tax purposes and such taxable amount exceeds the amount specified in Treas. Reg. § 1.409A-1(b)(9)(v)(D) (i.e., generally the limit under Section 402(g) of the Code), such purchase must occur, if at all, in the seventh month following the Date of Termination). (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 provided that (A) such expense shall not be incurred later than the last day of the second taxable year of the Executive following the Date of Termination, (B) any reimbursement for such expenses shall not be paid to the Executive later than the last day of the third taxable year of the Executive following the Date of Termination, and (C) the amount of such expenses shall not exceed the amount of “reasonable outplacement expenses,” as determined under Treas. Reg. § 1.409A-1(b)(9)(v)(A); and (vi) amounts credited to the Executive’s account under the Executive Deferred Compensation Plan shall be paid in the manner and at the time specified under that plan; and (vii) 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”), subject to the payment requirements of paragraph (viii), below; and (viii) to the extent that any coverage, payments, reimbursements or in-kind benefits provided under paragraph (ii), (iii), or (vii) this Section 6(a) would be includable in the Executive’s gross income for federal income tax purposes (such benefits, together, shall be hereinafter referred to as “Specified Benefits”), and would otherwise be paid in the first six months following the Date of Termination, such Specified Benefits shall instead be paid in the seventh month following the Date of Termination, unless such Specified Benefits are: A. reimbursements or in-kind benefits that the Executive could otherwise deduct as business expenses under Sections 162 or 167 of the Code (disregarding limitations based on adjusted gross income); or B. reimbursements of medical expenses that meet the following requirements: (1) the expenses are incurred and paid by the Executive (or incurred by the Executive and paid by the Company directly to the service provider on the Executive’s behalf); (2) the expenses would be allowable as a deduction to the Executive under Section 213 of the Code (disregarding the requirement that the deduction under that section apply only to expenses that exceed 7.5% of adjusted gross income); and (3) the expenses are not reimbursed from a source other than 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 Cause, death, or Disability, or the Executive shall terminate employment for with Good Reason, then in consideration of Executive’s services rendered prior to such termination: (i) the The Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: A. (A) to the extent not previously paid, in a lump sum in cash within 30 days after the Date of Termination, the sum of (1) the Executive’s accrued Annual Base Salary and any accrued vacation pay through the Date of Termination to the extent not theretofore paidTermination, (2) the product of (x) Executive’s highest annual bonus from business expenses that have not been reimbursed by the Company, including any bonus or portion thereof which has been earned but deferred, for any Company as of the last three full fiscal years Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, and (3) the Executive’s Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs to the extent such amount being referred to bonus has been determined but not paid as of the Date of Termination (the sum of the amounts described in clauses (1) through (3), the “Highest Annual BonusAccrued Obligations”); and (B) to the extent not previously paid, no later than March 15 of the year following the year in which the Date of Termination occurs, subject to the achievement of any applicable performance goals required in order for the bonus to be deductible by reason of qualifying for the “performance-based” compensation exception of Section 162(m) of the Code, the product of (1) the Target 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, and the denominator of which is 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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid 365 (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued ObligationsPro Rata Bonus”); and B. (ii) The Company shall pay to the Executive an amount equal to one the product of (1A) times three and (B) the sum of (x1) the Executive’s Annual Base Salary at and (2) the rate Executive’s Target Bonus; provided, that the applicable amount payable pursuant to this clause (ii) shall be payable in effect equal installments over the 24-month period immediately following the last day of the Executive’s employment by the Company in accordance with the Company’s normal payroll policies; and provided, further, that, if a termination of the Executive’s employment described in this Section 5(a) occurs within two years following a Change of Control that constitutes a “change in control event” within the meaning of Section 409A of the Code, $1,082,500 of the amount payable pursuant to this clause (ii) shall be paid in equal installments over such 24-month period and the amount in excess of $1,082,500 shall be paid in a lump sum on the 55th day following the Date of Termination. (iii) Any equity-based awards granted to the Executive shall vest and become free of restrictions immediately, and any stock options or stock appreciation rights granted to the Executive shall be exercisable for the remainder of their term, without regard to any provisions relating to earlier termination of the stock options or stock appreciation rights based on termination of employment (y) Executive’s Highest Annual Bonusthe “Equity Benefits”); (iiiv) for a For the three-year period of one (1) year from following the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to shall continue to participate in any provide medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost dental benefits to the Executive and/or Executive's and his eligible dependents) with benefits outside such plans having terms not less favorable than those provided under dependents as if the Company's medical and other welfare plans as Executive remained an active employee of the Date of Termination. If Executive becomes 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 eligibilityCompany (collectively “Welfare Benefits”); and (iiiv) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; 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 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”). As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling, or under common control with 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, 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 thirty (30) 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) Executive’s the higher of (I) the highest annual bonus from Annual Bonus paid to the CompanyExecutive for the last three full fiscal years prior to the Effective Date and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferreddeferred (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 of the last three full fiscal years prior to the 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, 365 (the “Pro-Rata Bonus”) and (3) any accrued vacation pay to the extent not theretofore paidpay, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (43) shall be hereinafter referred to as the “Accrued Obligations”); 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 Base Salary Bonus described in clause (1) above, then for all purposes of this Section 6 (including, without limitation, Sections 6(b) through 6(d)), such deferral election, and the terms of the applicable plan, agreement, or other arrangement shall apply to the same portion of the amount described in such clause (1), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below); and B. the amount equal to one the product of (1) times the Termination Multiple (as defined below) and (2) the sum of (x) the Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s the Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under any excess or supplemental retirement plan in which the Executive participates (the “SERP”) which the Executive would receive if the Executive’s employment continued for a number of years after the Date of Termination equal to the Termination Multiple, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive’s compensation in each of 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 SERP as of the Date of Termination (the “Additional SERP Payment”); (ii) for a period number of one (1) year from years after the Executive’s Date of TerminationTermination equal to the Termination Multiple, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy (the “Benefits Continuation Period”), the Company will allow shall continue health care and life insurance benefits to the Executive and/or the Executive's eligible dependents ’s family at least equal to continue those which would have been provided to participate them in any medical accordance with the plans, programs, practices and other welfare plans 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 same extent Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and upon its affiliated companies and their families; provided, however, that, the same terms as health care benefits provided during the Executive and/or 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 eligible dependents participated immediately prior ’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 Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take provide such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that if the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed 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; 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 a number of years after the Date of Termination equal to the Termination Multiple 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 commence in the applicable retiree benefit plans as of the applicable benefit commencement date; (iii) all unvested stock options to acquire stock 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 such outplacement benefits shall end not later than the last day of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of 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 (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). Notwithstanding the foregoing provisions of Section 6(a)(i), and except as otherwise provided in Section 11(h) 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 constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and that would otherwise be payable under this 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 “Delayed Payment Date”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Initial 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 thirty (30) 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, and (2) the product of (x) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such amount being referred to as the “Highest Annual Bonus”) Minimum 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, (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 Executive (together with any accrued interest or earnings thereon) each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), ) and (2), (3) and (4) shall be hereinafter referred to as the “"Accrued Obligations”"); and B. the amount equal to one the product of (1) times the number of months and portions thereof from the Date of Termination until the end of the Initial Period, divided by twelve and (2) the sum of (x) the Executive’s 's Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual the Minimum Bonus;; and (ii) for a period the remainder of one (1) year from the Date of TerminationEmployment Period, the Company will allow Executive and/or Executive's eligible dependents to shall continue to participate in any provide medical and other welfare plans described in Section 4(b)(iv) of this Agreement dental benefits to the same extent Executive and upon his then current spouse on the same terms as basis such benefits were provided to the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents Termination (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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; andcollectively "Medical Benefits"); (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination Special Bonus shall be become immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Terminationpayable; and (iv) the Initial Option and the Additional Option shall vest immediately; and (v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive (or his beneficiary or estate, as the case may be) any other amounts or benefits required to be paid or provided or which the Executive (or his beneficiary or estate, as the case may be) 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. If, during the Employment Period, the Company shall terminate terminates the Executive’s employment without Cause (other than for Cause due to death or Disability, ) or the Executive shall terminate terminates his employment for Good Reason, then then, subject, in consideration the case of Executive’s services rendered clauses (ii), and (iv) below, to the Executive executing a release of claims in a form to be provided by the Company that is consistent in all material respects with the form of release set forth as Exhibit A hereto (as such form may be reasonably updated by the Company to reflect changes in law or in customary market practice), and such release becoming irrevocable in accordance with its terms prior to such terminationthe 60th day following the Date of Termination (the “Release Date”), the Company shall pay or provide to the Executive the following: (i) the Company portion of the Executive’s Annual Base Salary due for the period through the Date of Termination, reimbursement for business expenses incurred, (together, the “Accrued Obligations”), and any Annual Bonus earned for a fiscal year that concluded prior to the Date of Termination, in all cases, to the extent not theretofore paid, which obligations shall pay to Executive be paid in a lump sum in cash within thirty (30) 60 days after following the Date of Termination or as otherwise required by law; (ii) a prorated bonus for the aggregate year during which occurs the Date of Termination, payable on the same date that bonuses are paid to Company executives generally (but in no event later than September 15 of the following amounts: A. year that follows the sum of (1) Executive’s Base Salary through year during which the Date of Termination occurs), equal to the extent not theretofore paid, (2) the product of (xA) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination Target Bonus multiplied by (such amount being referred to as the “Highest Annual Bonus”) and (yB) a fraction, the numerator of which is the number of days in the current fiscal elapsed during such year through the Date of Termination, and the denominator of which is 365365 (366, if such year is a leap year); (3iii) any accrued vacation pay to the extent not theretofore paida cash severance payment, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum payable within ten days of the amounts described Release Date, in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the an amount equal to one (11.5, if the Date of Termination occurs during the 90-day period prior to a Change of Control or during the two-year period commencing on a Change of Control (any such termination, a “Change of Control Termination”)) (as applicable, the “Severance Multiple”) times the sum of (xA) Executive’s the Annual Base Salary at and (B) the rate Target Bonus (the “Severance Payment”); and (iv) in effect on the event the Executive elects continued medical and dental benefit coverage pursuant to Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”) and complies with all terms and conditions of the applicable plans, then until the earliest of (A) the end of the Severance Period (as defined below), (B) the 18-month anniversary of the Date of Termination, and (yC) Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms such time as the Executive and/or Executive's becomes eligible dependents participated immediately prior to the Date of Termination; receive medical and dental benefits under another employer-provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plansplan, the Company shall take reimburse the Executive for the excess of the monthly cost of premiums associated with such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost coverage over the portion of the monthly premiums for such coverage payable by a similarly situated active employee, with each reimbursement paid on or prior to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as 10th day of the Date of Termination. If Executive becomes re-employed with another employer and is eligible month to receive medical or other welfare benefits under another employer which the applicable premium relates; provided, however, that all such reimbursements that would otherwise be provided plan, during the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of between the Date of Termination and the Release Date shall be immediately accumulated and fully vested as of paid within 10 days following the Date of Termination andRelease Date. In addition, in the 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 Executive the Executive, in accordance with the terms of the applicable plan, program, policy, practice or contract, 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 policy, practice or contract or agreement of the Company and its affiliated companies (including, without limitation, any vacation policy) through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). Other than as set forth in this Section 4(a), in the event of a termination of the Executive’s employment by the Company without Cause (other than due to death or Disability) or by the Executive for Good Reason, the Company shall have no further obligation to the Executive under this Agreement. For the avoidance of doubt, if the Executive does not execute a release of claims in a form to be provided by the Company that is consistent in all material respects with the form of release set forth as Exhibit A hereto (as such form may be reasonably updated by the Company to reflect changes in law) or such release does not become irrevocable in accordance with its terms prior to the Release Date, then the Company shall have no obligation to pay or provide the payment and benefits set forth in Section 4(a)(ii-iv).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive’s employment (including a termination pursuant to a Notice of Non-Renewal under Section 1) other than for Cause or Disability, or the Executive shall terminate employment for Good Reason, then in consideration of Executive’s services rendered prior this Agreement shall terminate without further obligation to such terminationthe Executive other than: (i) the Company shall pay to the Executive (x) if such termination occurs during the two-year period after a Change in Control (such two-year period being hereafter referred to as the “CIC Period”) or during the twelve (12) month period after the Company enters into an agreement that would constitute a Change in Control (the date of such agreement being a “Potential Change in Control” and such period being hereinafter referred to as the “Potential CIC Period”), in a lump sum in cash within thirty ten (3010) days after the Date of Termination Termination, and (y) if such termination occurs any other time, in equal monthly payments during the aggregate eighteen (18) months commencing on the Date of the following amountsTermination: A. the product of three (3) times the sum of (1x) the highest annual bonus paid to the Executive for any of the three (3) years prior to the Date of Termination (the “Recent Annual Bonus”) and (y) 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 (x1) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination Recent Annual Bonus multiplied by (such 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, (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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3x) and (4y) shall be hereinafter referred to as the “Accrued Obligations”); C. the Deferred Compensation; and B. the amount D. a lump sum cash payment equal to one (1) times the sum of difference between (x) Executive’s Annual Base Salary the 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 rate in effect on time of termination of employment, assuming the Date Executive had accumulated three (3) additional years of Terminationemployment, and (y) Executive’s Highest Annual Bonus;the 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. (ii) the Company shall continue to provide, for a period of one three (13) year from years following the Executive’s Date of Termination, the Company will allow Executive and/or (and the Executive's eligible dependents ’s dependents, if applicable) with the same level of medical, dental, accident, disability and life insurance benefits upon substantially similar terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to the Executive’s Date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change in Control or Potential Change in Control); provided that, if the Executive cannot continue to participate in any medical and other welfare the Company plans described in Section 4(b)(iv) of this Agreement to providing such benefits, the Company shall otherwise provide such benefits on the same extent and upon after-tax basis as if continued participation had been permitted. Notwithstanding the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided thatforegoing, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed 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; and, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder. (iii) if termination occurs during the CIC Period or Potential CIC Period, all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, restricted stock awards and other equity based awards granted after July 1, 1999 (the “Equity Awards”) shall be fully vest (and such options shall remain exercisable for a period of two (2) years or the earlier expiration of their initial term), otherwise, the Equity Awards will expire as provided under the terms of the Date of Terminationtheir 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. 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, 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 thirty (30) 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) Executive’s the higher of (I) the highest annual bonus from Annual Bonus paid to the CompanyExecutive for the last three full fiscal years prior to the Effective Date and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferreddeferred (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 of the last three full fiscal years prior to the 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, 365 (the “Pro-Rata Bonus”) and (3) any accrued vacation pay to the extent not theretofore paidpay, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (43) shall be hereinafter referred to as the “Accrued Obligations”); and B. 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 Base Salary Bonus described in clause (1) above, then for all purposes of this Section 6 (including, without limitation, Sections 6(b) through 6(d)), such deferral election, and the terms of the applicable plan, agreement, or other arrangement shall apply to the same portion of the amount described in such clause (1), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below); and the amount equal to one the product of (1) times the Termination Multiple (as defined below) and (2) the sum of (x) the Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s the Highest Annual Bonus; ; and an amount equal to the excess of (iia) the actuarial equivalent of the benefit under any excess or supplemental retirement plan in which the Executive participates (the “SERP”) which the Executive would receive if the Executive’s employment continued for a period number of one (1) year from years after the Date of TerminationTermination equal to the Termination Multiple, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive’s compensation in each of 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 SERP as of the Date of Termination (the “Additional SERP Payment”); for a number of years after the Executive’s Date of Termination equal to the Termination Multiple, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy (the “Benefits Continuation Period”), the Company will allow shall continue health care and life insurance benefits to the Executive and/or the Executive's eligible dependents ’s family at least equal to continue those which would have been provided to participate them in any medical accordance with the plans, programs, practices and other welfare plans 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 same extent Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and upon its affiliated companies and their families; provided, however, that, the same terms as health care benefits provided during the Executive and/or 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 eligible dependents participated immediately prior ’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 Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take provide such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that if the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed 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; and . For purposes of determining eligibility (iiibut not the time of commencement of benefits) all unvested stock options to acquire stock of the Company Executive for retiree benefits pursuant to such plans, practices, programs and all awards policies, the Executive shall be considered to have remained employed until a number of restricted stock of the Company held by Executive as of years after the Date of Termination equal to the Termination Multiple and to have retired on the last day of such period and the Company shall be immediately and fully vested take such actions as are necessary to cause the Executive to commence in the applicable retiree benefit plans as of the Date applicable benefit commencement date; the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of Termination and, in the case of stock options, which shall be fully exercisable as selected by the Executive in his sole discretion; provided, 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) and 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 provisions of Section 6(a)(i), and except as otherwise provided in Section 12(h) 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 constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and that would otherwise be payable under this 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 “Delayed 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, Disability or the Executive shall terminate employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination:the Company shall provide the Executive with the following compensation and benefits. (i) the The Company shall pay to the Executive in a lump sum in cash within thirty (30) 20 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) Executive’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 Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such amount being referred to as the “Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days amounts set forth in the current fiscal year following subsections (A) through the Date of Termination(E), and the denominator of which is 365, except as provided in Section 6(e): (3A) 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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), ) and (3) and of this Section 6(a)(i)(A) (4) which sum shall be hereinafter referred to as the “Accrued Obligations”)): (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid; (2) any accrued paid time off, to the extent not theretofore used or paid; and B. (3) the product of (x) the Annual Base Salary in effect at the beginning of the fiscal year during which the Date of Termination occurs multiplied by (y) the Executive’s incentive target bonus percentage under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan (which shall be expressed as a percentage of Annual Base Salary) for the fiscal year in which the Date of Termination occurs (provided, however, that if such incentive target bonus percentage has not been established by the Board (or the Compensation Committee) for such fiscal year as of the Date of Termination, then such percentage shall be deemed to be the Executive’s incentive target bonus percentage that applied to the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (the “Next Preceding Fiscal Year”) or, if Executive was not employed by the Company and its affiliated companies for the entirety of the Next Preceding Fiscal Year, then such percentage shall be deemed to be the incentive target bonus percentage for the Next Preceding Fiscal Year for other executives in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to the Key Employee Change of Control Contracts with the Company) multiplied by (z) the higher of (I) the bonus performance percentage for the portion of the fiscal year ending on the Date of Termination as determined by and in the sole discretion of the Board (or the Compensation Committee) on or before the Date of Termination without negative adjustment for individual performance, which for calendar year 2019 shall be the highest bonus performance percentage under the annual bonus plan and (II) the actual bonus performance percentage assigned by the Board (or the Compensation Committee) under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan that applied to the Next Preceding Fiscal Year, it being understood and agreed that for purposes of this Agreement, the bonus performance percentage for fiscal year 2019 shall be the highest bonus performance percentage under the Company’s Annual Incentive Bonus Program; and (B) an amount equal to one the product of (1) times 2.5 and (2) the sum of (x) the Executive’s Annual Base Salary in effect immediately prior to the Date of Termination and (y) the greater of (I) the average of the annual bonuses earned by the Executive for the two most recently completed fiscal years ending prior to the Date of Termination (in each case, including any bonus or portion thereof which has been earned but deferred) under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan and (II) the Executive’s annual bonus for the year in which the Date of Termination occurs (which annual bonus shall be deemed to be equal to the product of the amounts described in clauses (x), (y) and (z) of Section 6(a)(i)(A)(3)); and (C) an amount equal to the total value of the Executive’s Account (as defined in the Company’s Savings Restoration Plan (the “SRP”)), with such amount being the higher of (1) the value of the Executive’s Account on the Executive’s Date of Termination or (2) the value of the Executive’s Account on the Change of Control Date, in each case with “value” determined under the applicable change of control provisions in the SRP, if any. The amount payable under this Section 6(a)(i)(C) shall represent the payment of the amount due to the Executive under the SRP, and shall not be duplicative thereof. Notwithstanding the above provisions of this Section 6(a)(i)(C), the Company shall pay the lump sum cash payment as set forth herein above only if such payment would not be considered to be an impermissible acceleration of benefits under the SRP under Code Section 409A. In the event that the payment of the benefits payment in a lump sum would constitute an impermissible acceleration of benefits under the SRP under Code Section 409A, then the portion of the benefit payable under this Section 6(a)(i)(C) that is equal to the benefits payable under the SRP shall be payable in the same form and at the time specified in the SRP, and any excess amount determined under this paragraph shall, subject to Section 6(e), be paid in a cash lump sum within 20 days after the Date of Termination; and (D) an amount equal to the additional Company matching contributions which would have been made on the Executive’s behalf in the Company’s Employee Savings Plan (the “ESP”) (assuming continued participation on the same basis as immediately prior to the Change of Control Date), plus the additional amount of any benefit the Executive would have accrued under the SRP as a result of contribution limitations in the ESP, for the 36-month period beginning on the Date of Termination (with the Company’s matching contributions being determined pursuant to the applicable provisions of the ESP and the SRP and based upon the Executive’s compensation (including any amounts deferred pursuant to any deferred compensation program) in effect for the 12-month period immediately prior to the Change of Control Date); and (E) an amount equal to the sum of the present values, as of the Date of Termination, of (1) the accrued retirement benefit payable under the Company’s Retirement Restoration Plan (or, if the Executive participates in another plan that, in the sole determination of the Company, is intended to provide benefits similar to those under the Company’s Retirement Restoration Plan, such other plan) (each referred to herein as the “RRP”) and (2) the additional retirement benefits that the Executive would have accrued under the tax-qualified defined benefit plan of the Company or any Affiliate in which the Executive participates (the “Retirement Plan”) and the RRP if the Executive had continued employment until the expiration of the three-year period following the Date of Termination (assuming that the Executive’s compensation in each of the additional years is that required by Section 4(b)(i) and Section 4(b)(ii) hereof), with the present values being computed by discounting to the Date of Termination the accrued benefit and the additional retirement benefits payable as lump sums at an assumed benefit commencement date of the later of (i) the date the Executive attains age 55 and (ii) the date three years after the Date of Termination, at the rate of interest used for valuing lump-sum payments in excess of $25,000 for participants with retirement benefits commencing immediately under the Retirement Plan, as in effect as of the Change of Control Date with such amount to be fully offset and reduced by the amount of any additional benefit provided under the Retirement Plan or the RRP in connection with the Change of Control or the Executive’s termination of employment in connection with the Change of Control, including an amount that the Company determines, in its sole discretion, is intended to provide a similar or supplemental benefit (or, if the Executive does not participate in a Retirement Plan or RRP as of the date of the Executive’s termination of employment, such other amount as the Company may chose, in its sole discretion, to approximate this benefit). (ii) The Company shall, at its sole expense as incurred, provide the Executive with outplacement services at a cost to the Company not to exceed $30,000, the scope and provider of which shall be selected by the Executive in the Executive’s sole discretion; provided, however, that such outplacement services as provided in this Section 6(a)(ii) shall be limited to qualifying expenses incurred, or services provided by the Company, during the period ending on the last day of the second calendar year following the calendar year containing the Date of Termination, and (y) Executive’s Highest Annual Bonus;any reimbursements by the Company shall be made not later than the last day of the third calendar year following the calendar year containing the Date of Termination; and (iiiii) for a period Until the third anniversary of one (1) year from the Date of Termination, the Company will allow shall maintain in full force and effect for the Executive and/or Executive's eligible dependents to continue to participate in any all life, accident, disability, medical and other welfare plans described health care benefit plans, programs and arrangements in Section 4(b)(iv) of this Agreement which the Executive was entitled to participate, at the same extent rates and upon levels (which levels may vary based on the same Executive’s age in accordance with the terms as of the applicable plans, programs and arrangements), in which the Executive and/or Executive's eligible dependents participated was participating immediately prior to the Date Change of Termination; Control Date, provided that, in that the event the Board determines that Executive's and/or Executive's eligible dependents' ’s continued participation is not permissible possible under the general terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents programs and arrangements; and further provided that (without additional cost to A) if the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed 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; and , and (iiiB) all unvested stock options the medical and other welfare benefits described herein shall be subject to acquire stock the application of any Medicare or other coordination of benefits provisions under the applicable medical or welfare benefit plan, program or arrangement. In the event that the Executive’s participation in any such plan, program or arrangement is barred due to the eligibility and participation requirements of such plan or program as then in effect, the Company shall arrange to provide benefits substantially similar to those to which the Executive was entitled to receive under such plans and programs of the Company and all awards prior to the Change of restricted stock Control Date. In such event, appropriate adjustments shall be made so that the after-tax value thereof to the Executive is similar to the after-tax value of the Company held by benefit plans in which participation is barred. Benefits provided pursuant to this Section 6(a)(iii) are contractual only and are not to be considered a continuation of coverage as provided under Code Section 4980B (i.e., COBRA continuation coverage). For purposes of determining the Executive’s eligibility (but not the time of commencement of coverage) for retiree benefits pursuant to such plans and programs, the Executive as of 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, if the Executive satisfies the eligibility requirements, such benefits shall commence no later than the expiration of the three-year continuation period provided in the first sentence of this Section 6(a)(iii). The continued coverage under this Section 6(a)(iii) shall be immediately provided at the Company’s discretion in a manner that is intended to satisfy an exception to Code Section 409A, and fully vested therefore not be treated as an arrangement providing for nonqualified deferred compensation that is subject to taxation under Code Section 409A, or in a manner that otherwise complies with Code Section 409A, including without limitation (1) providing such benefits on a nontaxable basis to the Executive, (2) providing for the reimbursement of medical expenses incurred during the period of time during which the Executive would be entitled to continuation coverage under a group health plan of the Date Company under Code Section 4980B (i.e., COBRA continuation coverage), (3) providing that such benefits constitute the reimbursement or provision of Termination andin-kind benefits payable at a specified time or pursuant to a fixed schedule as permitted under Code Section 409A and the authoritative guidance thereunder, or (4) requiring the Executive to pay the actual cost of such coverage and having the Company reimburse the Executive for such payments in excess of the case rates that would otherwise be required to be paid by the Executive under the preceding provisions of stock optionsthis Section 6(a)(iii) (with such reimbursement, shall less applicable taxes, for a particular calendar year during which the Executive received such coverage to be fully exercisable as made within 15 days following the end of such calendar year (but in no event prior to the date that is six months after the Date of Termination; 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 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, 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 thirty (30) 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) any annual Incentive Payment earned by the Executive for a prior award period, but not yet paid to the Executive, (3) the product of (x) Executive’s highest annual bonus from the Company, including any bonus or portion thereof higher of (i) the Target Incentive Payment for the year in which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination occurs and (such amount being referred ii) the Incentive Payment paid or payable to as the Executive in respect of the fiscal year prior to the year in which the Date of Termination occurs (the higher of (i) and (ii), the “Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days that have elapsed in the current fiscal year through of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365365 (the “Pro-Rata Bonus”), (34) any accrued vacation pay paid time off to the extent not theretofore paid, and (45) unless any business expenses incurred by the Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) to that are unreimbursed as of the extent not theretofore paid Date of Termination (the sum of the amounts described in clauses (1), (2), (3), (4) and (45) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one the product of (1) times the greater of (x) the number of days from the Date of Termination until the expiration of the Employment Period, divided by 365, and (y) two (the greater of (x) and (y) referred to herein as the “Multiple”), and (2) the sum of (x) the Executive’s Annual Base Salary at and (y) the rate Highest Annual Bonus (the product of (1) and (2), the “Severance Payment”); provided, however, that for purposes of this Agreement, the Multiple shall in effect no event be greater than three (3); and (A) all stock options, restricted stock, restricted stock units and other equity-based compensation awards outstanding as of the Date of Termination and held by the Executive (including, without limitation, the Restricted Stock) shall vest in full and all restrictions thereon shall lapse, and all stock options shall remain exercisable for the remainder of their full term (or, with respect to stock options granted prior to the Effective Date, such shorter period as would not be considered an extension and renewal of an option for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder and (B) in addition to any prorated long-term equity awards to which the Executive may be entitled under the terms of such awards for any uncompleted performance cycles, the Executive shall be paid a lump sum cash amount equal to 1.0 times the greater of the target long-term award for the Executive’s incentive group for (1) the most recently completed performance cycle prior to the termination of employment or (2) the performance cycle immediately preceding the most recently completed performance cycle prior to the termination of employment ((A) and (B), collectively, the “Equity Benefits”); and (iii) the provision of the Medical Benefits; and (iv) the Executive’s retirement benefits under the Company’s qualified defined benefit retirement plan (which to the extent not permitted to be provided under the terms of the qualified plan will be provided under the excess or supplemental plan) and any excess or supplemental retirement plan, including, without limitation, the Company SRIP, in which the Executive participates will be determined assuming (A) the Executive’s employment with the Company continued following the Date of Termination for the number of years and portions thereof equal to the Multiple (provided however, that in the event the Executive’s actual years and partial years of credited service on the Date of Termination is less than the number equal to ten (10) minus the Multiple, his total credited service for purposes of this clause (iv) shall be the greater of (1) (x) the Executive’s actual years and partial years of credited service on the Date of Termination, and plus (y) the Multiple, and (2) ten (10) years), (B) the Executive’s Highest Annual Bonus; age is increased by the number of years and portions thereof equal to the Multiple, and (iiC) for a the Executive’s compensation during such period of one (1) year from deemed employment equal to the Date of Termination, Multiple is equal to the Severance Payment and such amount is payable in equal monthly installments over such period. These additional retirement benefits will be delivered at the time and in the form provided in the Company will allow Executive and/or Executive's eligible dependents SRIP or any other excess or supplemental retirement plans to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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 eligibilitywhich they relate; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be 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 the Affiliated Entities 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. 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, then in consideration of Executive’s services rendered prior to such termination:the Company shall provide the Executive with the following compensation and benefits. (i) the The Company shall pay to the Executive in a lump sum in cash within thirty (30) 20 days after the Date of Termination the aggregate of the amounts set forth in the following amounts:subsections (A) through (E), except as provided in Section 6(e): 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) Executive’s highest annual bonus from the Company, including any bonus or portion thereof Annual Base Salary in effect at the beginning of (I) the fiscal year during which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination occurs or, (such amount being referred to as II) if greater, the “Highest Annual Bonus”) and fiscal year during which the Change of Control Date occurs; multiplied by (y) the Executive’s incentive target bonus percentage under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan (which shall be expressed as a fraction, percentage of Annual Base Salary) (I) for the numerator of which is the number of days in the current fiscal year through in which the Date of Termination occurs (provided, however, that if such incentive target bonus percentage has not been established by the Board (or the Compensation Committee) for such fiscal year as of the Date of Termination, then such percentage shall be deemed to be the Executive’s incentive target bonus percentage that applied to the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (the “Next Preceding Fiscal Year”) or, if Executive was not employed by the Company and its affiliated companies for the denominator entirety of the Next Preceding Fiscal Year, then such percentage shall be deemed to be the incentive target bonus percentage for the Next Preceding Fiscal Year for other executives in the Executive’s peer group (determined based on title, responsibilities and duties) who are parties to the Key Employee Change of Control Contracts with the Company) or (II) if greater, for the fiscal year in which is 365the Change of Control Date occurs; multiplied by (z) the higher of (I) 100%, (II) the bonus performance percentage for the portion of the fiscal year ending on the Date of Termination as determined by and in the sole discretion of the Board (or the Compensation Committee) on or before the Date of Termination without negative adjustment for individual performance, which for calendar year 2019 shall be the highest bonus performance percentage under the Company’s Annual Bonus Program (200%) and (III) the actual bonus performance percentage assigned by the Board (or the Compensation Committee) under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan that applied to the Next Preceding Fiscal Year, it being understood and agreed that for purposes of this Agreement, the bonus performance percentage for fiscal year 2019 shall be the highest bonus performance percentage under the Company’s Annual Incentive Bonus Program (200%), and (3) any accrued vacation pay paid time off, 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 Executive (together with any accrued interest used or earnings thereon) 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 one the product of (1) times two and (2) the sum of (x) the Executive’s Annual Base Salary in effect immediately prior to the Date of Termination and (y) the greater of (I) the average of the annual bonuses earned by the Executive for the two most recently completed fiscal years ending prior to the Date of Termination (in each case, including any bonus or portion thereof which has been earned but deferred) under the Company’s Annual Incentive Bonus Program or any comparable predecessor or successor plan and (II) the Executive’s annual bonus for the year in which the Date of Termination occurs (which annual bonus shall be deemed to be equal to the product of the amounts described in clauses (x), (y) and (z) of Section 6(a)(i)(A)(2); and (C) an amount equal to the total value of the Executive’s Account (as defined in the Company’s Savings Restoration Plan (the “SRP”)), with such amount being the higher of (1) the value of the Executive’s Account on the Executive’s Date of Termination or (2) the value of the Executive’s Account on the Change of Control Date, in each case with “value” determined under the applicable change of control provisions in the SRP, if any. The amount payable under this Section 6(a)(i)(C) shall represent the payment of the amount due to the Executive under the SRP, and shall not be duplicative thereof. Notwithstanding the above provisions of this Section 6(a)(i)(C), the Company shall pay the lump sum cash payment as set forth herein above only if such payment would not be considered to be an impermissible acceleration of benefits under the SRP under Code Section 409A. In the event that the payment of the benefits payment in a lump sum would constitute an impermissible acceleration of benefits under the SRP under Code Section 409A, then the portion of the benefit payable under this Section 6(a)(i)(C) that is equal to the benefits payable under the SRP shall be payable in the same form and at the time specified in the SRP, and any excess amount determined under this paragraph shall, subject to Section 6(e), be paid in a cash lump sum within 20 days after the Date of Termination; and (D) an amount equal to the additional Company matching contributions which would have been made on the Executive’s behalf in the Company’s Employee Savings Plan (the “ESP”) (assuming continued participation on the same basis as immediately prior to the Change of Control Date), plus the additional amount of any benefit the Executive would have accrued under the SRP as a result of contribution limitations in the ESP, for the 24-month period beginning on the Date of Termination (with the Company’s matching contributions being determined pursuant to the applicable provisions of the ESP and the SRP and based upon the Executive’s compensation (including any amounts deferred pursuant to any deferred compensation program) in effect for the 12-month period immediately prior to the Change of Control Date); and (E) an amount equal to the sum of the present values, as of the Date of Termination, of (1) the accrued retirement benefit payable under the Company’s Retirement Restoration Plan (or, if the Executive participates in another plan that, in the sole determination of the Company, is intended to provide benefits similar to those under the Company’s Retirement Restoration Plan, such other plan) (each referred to herein as the “RRP”) and (2) the additional retirement benefits that the Executive would have accrued under the tax-qualified defined benefit plan of the Company or any Affiliate in which the Executive participates (the “Retirement Plan”) and the RRP if the Executive had continued employment until the expiration of the two-year period following the Date of Termination (assuming that the Executive’s compensation in each of the additional years is that required by Section 4(b)(i) and Section 4(b)(ii) hereof), with the present values being computed by discounting to the Date of Termination the accrued benefit and the additional retirement benefits payable as lump sums at an assumed benefit commencement date of the later of (i) the date the Executive attains age 55 and (ii) the date two years after the Date of Termination, at the rate of interest used for valuing lump-sum payments in excess of $25,000 for participants with retirement benefits commencing immediately under the Retirement Plan, as in effect as of the Change of Control Date with such amount to be fully offset and reduced by the amount of any additional benefit provided under the Retirement Plan or the RRP in connection with the Change of Control or the Executive’s termination of employment in connection with the Change of Control, including an amount that the Company determines, in its sole discretion, is intended to provide a similar or supplemental benefit (or, if the Executive does not participate in a Retirement Plan or RRP as of the date of the Executive’s termination of employment, such other amount as the Company may chose, in its sole discretion, to approximate this benefit). (ii) The Company shall, at its sole expense as incurred, provide the Executive with outplacement services at a cost to the Company not to exceed $30,000, the scope and provider of which shall be selected by the Executive in the Executive’s sole discretion; provided, however, that such outplacement services as provided in this Section 6(a)(ii) shall be limited to qualifying expenses incurred, or services provided by the Company, during the period ending on the last day of the second calendar year following the calendar year containing the Date of Termination, and (y) Executive’s Highest Annual Bonus;any reimbursements by the Company shall be made not later than the last day of the third calendar year following the calendar year containing the Date of Termination; and (iiiii) for a period Until the second anniversary of one (1) year from the Date of Termination, the Company will allow shall maintain in full force and effect for the Executive and/or Executive's eligible dependents to continue to participate in any all life, accident, disability, medical and other welfare plans described health care benefit plans, programs and arrangements in Section 4(b)(iv) of this Agreement which the Executive was entitled to participate, at the same extent rates and upon levels (which levels may vary based on the same Executive’s age in accordance with the terms as of the applicable plans, programs and arrangements), in which the Executive and/or Executive's eligible dependents participated was participating immediately prior to the Date Change of Termination; Control Date, provided that, in that the event the Board determines that Executive's and/or Executive's eligible dependents' ’s continued participation is not permissible possible under the general terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents programs and arrangements; and further provided that (without additional cost to A) if the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed 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; and , and (iiiB) all unvested stock options the medical and other welfare benefits described herein shall be subject to acquire stock the application of any Medicare or other coordination of benefits provisions under the applicable medical or welfare benefit plan, program or arrangement. In the event that the Executive’s participation in any such plan, program or arrangement is barred due to the eligibility and participation requirements of such plan or program as then in effect, the Company shall arrange to provide benefits substantially similar to those to which the Executive was entitled to receive under such plans and programs of the Company and all awards prior to the Change of restricted stock Control Date. In such event, appropriate adjustments shall be made so that the after-tax value thereof to the Executive is similar to the after-tax value of the Company held by benefit plans in which participation is barred. Benefits provided pursuant to this Section 6(a)(iii) are contractual only and are not to be considered a continuation of coverage as provided under Code Section 4980B (i.e., COBRA continuation coverage). For purposes of determining the Executive’s eligibility (but not the time of commencement of coverage) for retiree benefits pursuant to such plans and programs, the Executive as of shall be considered to have remained employed until two years after the Date of Termination and to have retired on the last day of such period, and, if the Executive satisfies the eligibility requirements, such benefits shall commence no later than the expiration of the two-year continuation period provided in the first sentence of this Section 6(a)(iii). The continued coverage under this Section 6(a)(iii) shall be immediately provided at the Company’s discretion in a manner that is intended to satisfy an exception to Code Section 409A, and fully vested therefore not be treated as an arrangement providing for nonqualified deferred compensation that is subject to taxation under Code Section 409A, or in a manner that otherwise complies with Code Section 409A, including without limitation (1) providing such benefits on a nontaxable basis to the Executive, (2) providing for the reimbursement of medical expenses incurred during the period of time during which the Executive would be entitled to continuation coverage under a group health plan of the Date Company under Code Section 4980B (i.e., COBRA continuation coverage), (3) providing that such benefits constitute the reimbursement or provision of Termination andin-kind benefits payable at a specified time or pursuant to a fixed schedule as permitted under Code Section 409A and the authoritative guidance thereunder, or (4) requiring the Executive to pay the actual cost of such coverage and having the Company reimburse the Executive for such payments in excess of the case rates that would otherwise be required to be paid by the Executive under the preceding provisions of stock optionsthis Section 6(a)(iii) (with such reimbursement, shall less applicable taxes, for a particular calendar year during which the Executive received such coverage to be fully exercisable as made within 15 days following the end of such calendar year (but in no event prior to the date that is six months after the Date of Termination; 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 If VCGH terminates the Employment Period, the Company shall terminate ExecutivePresident’s employment other than for Cause Cause, death or Disability, or Executive shall terminate the President terminates his employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (i) the Company VCGH shall pay to Executive the President in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: A. (A) if not theretofore paid, the sum of (1) ExecutivePresident’s Base Salary (not including any bonus amount) through the Date of Termination to Termination; (B) three (3) times the extent not theretofore paid, President’s annual Base Salary; and (2C) all costs and expenses paid or incurred by the product of (x) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years President prior to the Date of Termination (which would have been payable under Section 3(h) if his employment had not terminated upon submission by the President of supporting documentation; provided, however, that the President’s request for such amount being referred to as reimbursement must be made by the “Highest Annual Bonus”) and (y) a fraction, last day of the numerator of calendar year following the year in which is the number of days in the current fiscal year through the Date of Termination, Termination occurred and VCGH makes such reimbursement payments no later than the denominator of which is 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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum last day of the amounts described second calendar year following the year in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one (1) times the sum of (x) Executive’s Annual Base Salary at the rate in effect on which the Date of Termination, and (y) Executive’s Highest Annual Bonus;Termination occurred. (ii) for a period Until the earlier of one (1) year from the third anniversary of the Date of TerminationTermination or the date the President accepts other employment, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement VCGH shall provide to the same extent President at VCGH’s expense: (A) coverage under VCGH’s health, disability, dental, group life and upon accidental death, travel accident insurance plans and programs in accordance with the same terms as the Executive and/or Executive's eligible dependents participated coverage in effect immediately prior to the Date of Termination; provided thatprovided, however, that this period of company-subsidized continued health insurance coverage shall not extend the period for which the President and each of the President’s Qualified Beneficiaries are eligible for COBRA Coverage; (B) payment of monthly health club dues to said club for a period of three (3) years; and (C) payment of premiums, monthly when due, for the Disability Insurance Policy owned by the President for a period of three (3) years; and provided, however, that the President agrees to promptly notify VCGH that he has accepted other employment; (iii) VCGH shall pay the balance of all premiums due and owing for the President’s Long Term Care Policy and Variable Universal Life Policy. VCGH shall pay all of the premiums due and owing in one lump sum during the calendar year in which the Date of Termination occurs; (iv) Options granted to the President under VCGH’s stock option plans (the “Stock Option Plans”), which options have been granted for more than six (6) months prior to the Date of Termination, shall become fully and immediately vested and exercisable and the President shall have a period of one hundred eighty (180) days following the Date of Termination (but in no event past the expiration of the term of the option grant) to exercise all options granted under the Stock Option Plans then exercisable or which become exercisable pursuant to this clause (iv) so long as permitted by the applicable stock option plans. In the event the President is age fifty-two (52) or older on the Date of Termination, he will be treated as a retiree under the Stock Option Plans, which will enable the President to vest in and exercise stock options theretofore granted thereunder, at the election of the President, in the manner described in the immediately preceding sentence, or for a period of up to five years after the Date of Termination (but in no event past the Board determines that Executive's and/or Executive's eligible dependents' continued participation expiration of the term of the option grant); (v) The President may continue to use the automobile, which has been leased by VCGH and which is not permissible under in the terms and provisions President’s possession on the Date of such plansTermination, until the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to earlier of the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under end of the Company's medical and other welfare plans as lease term or the third anniversary of the Date of Termination. If Executive becomes 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as As of the Date of Termination, all expenses related to such leased automobile, including but not limited to repairs, maintenance, gasoline, insurance, and associated expenses, shall be the sole responsibility of the President; (vi) If any of the benefits below exist at the time, credit shall be given for three (3) years of service (in addition to actual service) and for three (3) years of attained age to be added to the President’s actual age for purposes of computing any service and age-related benefits for which the President is eligible under the plans and programs of VCGH including, but not limited to, any retirement plan (including any successor plan thereto in which the President is a participant), any deferred compensation plan, any retiree medical plan, and additional Stock Option Plans; and (ivvii) If it is determined that any payment or distribution by VCGH to the extent not theretofore paid or provided, President pursuant to Section 5(d) (determined without regard to any additional payments required pursuant to this sentence) (a “Payment”) would be subject to the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement excise tax imposed by Section 4999 of the Company and its affiliated companies Code, or any interest or penalties are incurred by the President with respect to such excise tax (such other amounts excise tax, together with any such interest and benefits shall be penalties, are hereinafter collectively referred to as the “Other BenefitsExcise Tax”), then the President shall be entitled to receive with respect to each Payment an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the President of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the President retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

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, 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 thirty (30) 30 days after the Date of Termination an amount equal to the present value, determined in accordance with Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the “Code”), of the aggregate of the following amountsamounts under A, B and C below; provided however, that prior to a Change of Control, the Company, in its discretion, may determine to pay any such amount when it otherwise would have been paid if the Executive’s employment had not been terminated until the end of the Employment Period: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, paid and (2) the excess of (A) the product of (x) (i) Executive’s highest annual bonus from if a Change of Control does not occur during the Companyfiscal year which includes the Date of Termination, the Annual Bonus which would have been payable to the Executive for such entire fiscal year or (ii) if a Change of Control does occur during the fiscal year which includes the Date of Termination, 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 deferreddeferred (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 of the last three full fiscal years prior to the 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, over (3B) any accrued vacation pay amounts previously paid 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 Executive (together with any accrued interest or earnings thereon) pursuant to the extent not theretofore paid terms of the Annual Bonus Plans as bonuses with respect to the year that includes the Date of Termination (the sum of the amounts described in clauses (1), (2), (3) and (42) shall be hereinafter referred to as the “Accrued Obligations”); and B. (a) if the Date of Termination occurs prior to a Change of Control, the amount equal to one the product of (1) times one and (2) the sum of (x) Executive’s highest combined Annual Base Salary at and Annual Bonus during any of the rate in effect on last three full fiscal years prior to the Date of Termination, or (b) if the Date of Termination occurs after a Change of Control (or the Executive’s Employment Period is extended to three years under the last paragraph of Section 1(b)), the amount equal to the product of (1) three (or the number of years, including partial years, until the end of the Employment Period, if less) and (y2) the Executive’s Highest highest combined Annual BonusBase Salary and Annual Bonus during any of the last three full fiscal years prior to the Date of Termination; and C. an amount equal to the difference between (a) the aggregate benefit under the Company’s qualified defined benefit retirement plans (collectively, the “Retirement Plan”) and any excess or supplemental defined benefit retirement plans (including the Benefit Restoration Plan) in which the Executive participates (collectively, the “SRP”) which the Executive would have accrued (whether or not vested) if the Executive’s employment had continued for one year (or three years if the Date of Termination occurs after a Change of Control or the Executive’s Employment Period is extended to three years under the last paragraph of Section 1(b)) after the Date of Termination, but not after the date on which the Executive attains age 65, and (b) the actual vested benefit, if any, of the Executive under the Retirement Plan and the SRP, 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 the year (or, if applicable, each of the three years) following such termination would have been that required by Section 4(b)(i) and Section 4(b)(ii), and using the actuarial assumptions in effect for purposes of computing benefit entitlements under the Retirement Plan and the SRP at the Date of Termination or, following a Change of Control, using actuarial assumptions no less favorable to the Executive than the most favorable assumptions which were in effect for such purposes at any time from the day before the Change of Control through the Date of Termination; (ii) for one year (or three years if the Date of Termination occurs after a period Change of one (1Control or the Executive’s Employment Period is extended to three years under the last paragraph of Section 1(b)) year from 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 will allow shall continue benefits to the Executive and/or the Executive's eligible dependents ’s family at least equal to continue those which would have been provided to participate them in any medical accordance with the plans, programs, practices and other welfare plans 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 same extent Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and upon the same terms as its affiliated companies and their families; provided, however, that if the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes re-employed 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; and, and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, programs, practices and policies, the Executive shall be considered to have remained employed until one year (or three years if the Date of Termination occurs after a Change of Control or the Executive’s Employment Period is extended to three years under the last paragraph of Section 1(b)) after the Date of Termination and to have retired on the last day of such period; (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of if the Date of Termination occurs after a Change of Control or the Executive’s Employment Period is extended to three years under the last paragraph of Section 1(b), the Company shall, at its sole expense as incurred (but in no event to exceed $50,000), provide the Executive with outplacement services the scope and provider of which shall be immediately and fully vested as of selected by the Date of Termination and, Executive in the case of stock options, shall be fully exercisable as of the Date of Termination; andExecutive’s sole discretion; (iv) the Executive shall be entitled to purchase at depreciated book value the automobile (if any) which the Company was providing for the use of such Executive, and 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, practice or 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 Executive shall be treated, for purposes of the Company’s Executive Deferred Compensation Plan, Executive Variable Deferred Compensation Plan, Executive Deferred Retirement Plan, Executive Variable Deferred Retirement Plan, and any successor or similar plans, as if he had one more year of service, and attained an age one year older, than his actual years of service and age as of the Date of Termination; provided, however, that Executive shall be credited with the number of years of service and attained age (in addition to his actual years of service and attained age on the Date of Termination) which are required in order to satisfy the eligibility requirements for “early retirement” benefits and to receive the retirement interest rate under such plans, if the Date of Termination occurs after a Change of Control or the Executive’s Employment Period is extended to three years under the last paragraph of Section 1(b). If the Executive should die while receiving payments pursuant to this Section 6(a), the remaining payments which would have been made to the Executive if he had lived shall be paid to the beneficiary designated in writing by the Executive; or if there is no effective written designation, then to his spouse; or if there is neither an effective written designation nor a surviving spouse, then to his estate. Designation of a beneficiary or beneficiaries to receive the balance of any such payments shall be made by written notice to the Company, and the Executive may revoke or change any such designation of beneficiary at any time by a later written notice to 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, 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 thirty (30) 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) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such amount being referred to as the “Highest Annual Bonus”) 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, 365 and (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), and (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. (B) the amount equal to one the product of (1) times three and (2) the sum of (x) the Executive’s Annual Base Salary at and (y) the rate Target Bonus; and (C) an amount equal to the difference between (a) the aggregate benefit under the Company’s qualified defined benefit retirement plans (collectively, the “Retirement Plan”) and any excess or supplemental defined benefit retirement plans in which the Executive participates (collectively, the “SERP”) 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 (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 following such termination would have been that required by Section 4(b)(i) and Section 4(b)(ii), and using actuarial assumptions no less favorable to the Executive than the most favorable of those in effect on 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, and (y) Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from three years after the Executive’s Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms or such longer period as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; may be provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under by the terms and provisions of such plansthe appropriate plan, program, practice or policy, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost continue benefits to the Executive and/or the Executive's eligible dependents) ’s family at least equal to those which would have been provided to them in accordance with benefits outside such plans having terms the plans, programs, practices and policies described in Section 4(b)(iv)of this Agreement if the Executive’s employment had not less been terminated or, if more favorable than those provided under to the Company's medical and Executive, as in effect generally at any time thereafter with respect to other welfare plans as peer executives of the Date of Termination. If Company and its affiliated companies and their families, provided, however, that if the Executive becomes re-employed 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; and, 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) all unvested stock options to acquire stock of the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and all awards provider of restricted stock of the Company held by Executive as of the Date of Termination which shall be immediately and fully vested as of selected by the Date of Termination and, Executive in the case of stock options, shall be fully exercisable as of the Date of TerminationExecutive’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 the Executive’s employment other than for death, 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 thirty (30) 75 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 paidpaid or deferred, (2) the product of (x) Executive’s highest annual bonus from the Companyhigher 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 deferreddeferred (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 of the last three full fiscal years prior to the 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, 365 and (3) any accrued vacation pay to the extent not theretofore paidpay, and (4) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) 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”; provided, however, that any such amounts that Executive shall have previously elected to defer shall not be paid in a lump sum in cash but shall instead be credited to the Executive’s account under the relevant deferred compensation plan and paid to the Executive in accordance with the terms of such plan); and B. the amount equal to one the product of (1) times two and (2) the sum of (x) the Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s the Highest Annual BonusBonus less any payment received pursuant to clause 16 (Pay In Lieu of Notice) of the Contract of Employment dated as of March 25, 2016 between the Company and Executive, as may be amended from time to time; (ii) for a period C. an amount equal to the product of one (1) year from two and (2) the Date value of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) funded portion of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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; andyour relevant annual UK Healthcare benefit. (iii) all unvested stock options the Company shall, at its sole expense as actually incurred by Executive, provide the Executive with reasonable outplacement services directly related to acquire stock the termination of Executive’s employment with the Company, the provider of which shall be selected by the Executive in his sole discretion, provided that such outplacement service coverage shall not extend beyond the last day of the Company and all awards second taxable year of restricted stock Executive following the taxable year of Executive in which the Company held by Executive as termination of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Terminationemployment occurred; and (iv) to the extent not theretofore paid or provided, in accordance with the terms of the relevant plans, programs, policies or practices or contracts or agreements, 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 such 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”). If the Executive becomes entitled to the severance benefits provided in this Section 6(a) as a result of Section 1(a) of this Agreement and Executive’s termination prior to the Change of Control was for a reason under this Section 6(a), (A) the cash severance benefits payable to the Executive under clause 6(a)(i) shall be reduced by the amount payable to Executive on account of Executive’s termination prior to the Change of Control and shall be paid to Executive within 75 days following the date of the Change of Control; (B) severance benefits provided pursuant to clause 6(a)(ii) shall only be applicable if the period provided in clause 6(a)(ii) is longer than that provided to Executive on Executive’s Date of Termination, and in such event, the period of time such severance benefits are provided shall be extended to reflect the additional period provided in clause 6(a)(ii) as measured from Executive’s Date of Termination; (C) severance benefits provided in clause 6(a)(iii) shall apply as of the date of the Change of Control; and (D) the Other Benefits shall be payable in accordance with the terms of the applicable plans, programs, policies or practices or contracts or 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, 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 thirty (30) 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) Executive’s the highest annual bonus from paid or payable to the Company, including any bonus or portion thereof which has been earned but deferred, Executive for any of the last three full fiscal years (whether or not from the Company) prior to the Date of Termination (such 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, (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 Executive (together with any accrued interest or earnings thereon) each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (42) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one the product of (1) times two and (2) the sum of (x) the Executive’s Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s the Highest Annual Bonus;; and (ii) for a period of one (1) year from the Annual Equity Awards and any other stock awards granted after the Effective Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement shall vest immediately to the same extent and upon such awards would have vested in accordance with their terms during the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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 two year period of eligibility; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of following the Date of Termination; 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 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. 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, 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 thirty (30) 30 days after the Date of Termination (but in no event prior to the expiration of the revocation period contained in the release described in this Section 5(a)) the aggregate of the following amounts: A. the sum of (1) the Executive’s accrued Annual Base Salary and any accrued vacation pay through the Date of Termination to the extent not theretofore paidTermination, (2) the product of (x) Executive’s highest annual bonus from business expenses that have not been reimbursed by the Company, including any bonus or portion thereof which has been earned but deferred, for any Company as of the last three full fiscal years Date of Termination that were incurred by the Executive prior to the Date of Termination (such amount being referred to as in accordance with the “Highest Annual Bonus”) applicable Company policy, and (y3) a fraction, the numerator of which is Executive’s Annual Bonus earned for the number of days in the current fiscal year through immediately preceding the fiscal year in which the Date of Termination, and Termination occurs if such bonus has been determined but not paid as of the denominator Date of which is 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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid Termination (the sum of the amounts described in clauses (1) through (3), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one product of (1) times the sum of (x) Executive’s the Annual Base Salary at the rate in effect on the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement highest annual bonus paid or payable to the same extent and upon Executive for any of the same terms as the Executive and/or Executive's eligible dependents participated immediately three fiscal years prior to the Date of Termination; provided that, Termination (but not including any bonus paid or payable in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms respect of his employment by any employer prior to Radian) and provisions of such plans(2) a fraction, the Company numerator of which is equal to the greater of (i) the number of months from the Date of Termination until the fifth anniversary of the Effective Date and (ii) 24 and the denominator of which is 12 (such fraction, the “Severance Period”); and (ii) any equity-based awards granted to the Executive, including the Restricted Shares, shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost vest and become free of restrictions immediately, any stock options granted to the Executive and/or Executive's eligible dependents) with benefits outside shall be exercisable for the remainder of their original full term (or such plans having terms shorter period as would not less favorable than those provided under the Company's medical and other welfare plans as be considered an extension or renewal of an award for purposes of Section 409A of the Date of Termination. If Executive becomes reCode and the regulations thereunder), and all restrictive covenants in any plans or agreements governing such equity-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 based compensation awards shall be secondary to those provided under such other plan during such applicable period of eligibilityno further force and effect (the “Equity Benefits”); and (iii) all unvested stock options to acquire stock of the Company Executive and all awards of restricted stock of the Company held by Executive as of the Date of Termination his spouse shall be immediately and fully vested as of entitled to the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of TerminationRetiree Medical Benefits; 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, except for any amounts and benefits in the nature of severance, which shall be excluded (such other amounts and benefits that are required to be provided under the preceding provisions of this sentence shall be hereinafter referred to as the “Other Benefits”). As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company. In the event of the Executive’s termination of employment during the Employment Period by the Company either on account of Disability (but in such case only if at the Date of Termination the Executive is competent to execute the release contemplated below) or other than for Cause or by the Executive for Good Reason, each of the Executive and the Company agree to execute a mutual general release in favor of the other party, substantially in the form attached hereto as Exhibit A. The payments and provision of benefits to the Executive required by this Section 5(a) (other than the Accrued Obligations and Other Benefits) shall be conditioned upon the Executive’s delivery (and non-revocation prior to the expiration of the revocation period contained in the release) of such release in favor of the Company, subject to the Company’s delivery to the Executive of such release in favor of the Executive. Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the Code or regulations thereunder, 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 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.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Service Period, the Company shall terminate Executive’s employment causes the Executive to separate from service other than for Cause or Disability, or the Executive shall terminate employment voluntarily separate from service for Good ReasonReason as described in Section 5(c), then in consideration of Executive’s services rendered prior to such terminationthe following provisions shall apply: (i) the The Company shall pay to the Executive the amounts set forth in a lump Sections A and B below. A. The sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts:(“Accrued Obligations”): A. the sum of (1) the Executive’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, plus (2) an amount, equal to the product of (x) Executive’s highest annual Annual Bonus or bonus from paid under the Company, including ’s incentive bonus program or any comparable bonus under any predecessor or portion thereof which has been earned but deferredsuccessor plan, for any of the last three full fiscal years ending prior to the Date of Termination separation from service (such amount being referred to as the “Highest 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, payable in a lump sum on the 30th day following the separation from service, plus (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), paid in accordance with the Executive’s deferral elections in effect under any such deferral program, plus (4) any accrued but unpaid vacation pay, paid in a lump sum on the 30th day following the separation from service. B. The amount equal to the extent not theretofore paid product of (1) two multiplied by (2) the sum of (x) the amounts described in clauses Executive’s Annual Base Salary plus (1)y) the Highest Annual Bonus, (2), (3) and (4) which shall be paid in a lump sum on the 30th day following the separation from service. (ii) The Company shall credit, as of the separation from service, the account of the Executive under the Littelfuse, Inc. Supplemental Executive Retirement Plan or any successor plan (hereinafter referred to as the “Accrued ObligationsSERP”); and B. the ) with an amount equal to one (1) times the sum of the two respective amounts which would be credited to the account of the Executive under the SERP on the two Valuation Dates (as such term is defined in the SERP) next succeeding the separation from service assuming (A) the Executive would not incur a separation from service until said second Valuation Date (hereinafter said period from the separation from service until said second Valuation Date is referred to as the “Assumed Service Period”), (B) the Compensation (as such term is defined in the SERP) of the Executive during each fiscal year during the Assumed Service Period would be equal to the amount of the Compensation of the Executive during the most recently ended Plan Year (as such term is defined in the SERP) prior to the separation from service, and (C) the Company would continue the SERP up to and including said second Valuation Date; provided, however, that if the Executive would reach age 62 prior to the expiration of the Assumed Service Period, no amounts shall be credited to the Account of the Executive under the SERP for any Valuation Date occurring after the date that the Executive would reach age 62; and provided further that nothing contained herein shall be construed to alter the time or form of payment of the Executive’s benefit under the SERP. (iii) The Company shall reimburse the Executive for the additional premium costs incurred by the Executive, in excess of the active employee rate for the Executive’s peer group, to 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 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 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 years from separation from service. (iv) For a period of up to 2 years after the separation from service, the Company shall provide monthly outplacement services to the Executive at reasonable levels as provided to peer executives of the Company, for the purpose of assisting the Executive to seek new employment; provided, however, that the Company shall have no further obligations to provide such outplacement services once the Executive has accepted employment with any third party. (v) 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 (x) Executive’s Annual Base Salary at the rate date on which the option or right terminates in effect on accordance with the Date terms of Terminationits grant, and or (y) Executive’s Highest Annual Bonus;the expiration of 12 months after the separation from service. (iivi) for a period of one (1) year from the Date of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; 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 hereinafter be hereinafter referred to collectively as the “Other Benefits”). (vii) 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 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 subsidiaries, and any provisions contained in the SERP which would penalize the Executive for being employed by a competitor, including, without limitation, Section 3.6(c) thereof, shall not apply in any respect to the Executive and, effective as of the separation from service, the Company waives any right to enforce any such provisions against the Executive.

Good Reason; Other Than for Cause, Death or Disability. IfRegardless of whether the Change of Control Period has expired, during if, within three years of the Employment PeriodEffective Date, (i) the Company Corporation shall terminate the Executive’s 's employment for any reason other than for Cause Cause, Death or Disability, or (ii) the Executive shall terminate his employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: : (iI) the Company Corporation shall pay to the Executive in a lump sum in cash within thirty (30) 20 days after the Date of Termination the aggregate of the amounts determined pursuant to the following amounts: A. clauses (A) and (B): (A) if not theretofore paid, the sum of (1) Executive’s Base Salary 's base salary through the Date of Termination to at the extent not theretofore paid, (2) rate in effect at the product of (x) Executive’s highest annual bonus from time the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date Notice of Termination (such amount being referred to as the “Highest Annual Bonus”) was given; and (yB) 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, (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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one (1) times the sum of (x) the Executive’s Annual Base Salary 's annual base salary at the rate in effect on at the time the Notice of Termination was given, or if higher, at the highest rate in effect at any time within the 90-day period preceding the Effective Date and (y) an amount equal to the highest bonus paid or payable to the Executive pursuant to the Extra Compensation Plan or any successor plan thereto (or any predecessor plan maintained by Hancxxx Xxxtile) within five fiscal years prior to the Effective Date, provided, however, that in no event shall the Executive be entitled to receive under this clause (B) more than the product obtained by multiplying the amount determined as hereinabove provided in this clause (B) by a fraction whose numerator shall be the number of months (including fractions of a month) that at the Date of Termination remain until the first day of the month coinciding with or next following the Executive's 65th birthday and whose denominator shall equal twelve (12); and (II) until the earlier to occur of (i) the date one year following the Date of Termination, and (y) Executive’s Highest Annual Bonus; or (ii) for a the first day of the first month coinciding with or next following the Executive's 65th birthday (the period of one (1) year time from the Date of Termination, Termination until the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(ivearlier of (i) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation or (ii) is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as of the Date of Termination. If Executive becomes 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; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the 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 Executive any other amounts or benefits required to be paid or provided or which 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”"Unexpired Period"), the Corporation shall continue to provide all benefits that the Executive and/or his family is or would have been entitled to receive under all medical, dental, vision, disability, executive life, group life, accidental death and travel accident insurance plans and programs of the Corporation and its affiliated companies, in each case on a basis providing the Executive and/or his family with the opportunity to receive benefits at least equal to those provided by the Corporation and its affiliated companies for the Executive under such plans and programs if and as in effect at any time during the 90-day period preceding the Effective Date.

Good Reason; Other Than for Cause, Death or Disability. IfSubject to the Executive’s execution of a “Waiver and Release” in the form attached hereto as Exhibit A, if, during the Employment Period, the Company shall terminate terminates the Executive’s employment other than for Cause or Disability, Disability or the Executive shall terminate terminates employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (i1) the Company shall pay to Executive the Executive, in a lump sum in cash within thirty (30) 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) Executive’s highest annual bonus from the Company, including any bonus or portion thereof which has been earned but deferred, for any of the last three full fiscal years prior to the Date of Termination (such amount being referred to as the “Highest Annual Bonus”) Recent 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, Termination and the denominator of which is 365, and (3iii) 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 Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2), (3ii) and (4) shall be hereinafter referred to as iii), the “Accrued Obligations”); and; B. (B) the amount equal to one (1) times the sum product of (xi) one and (ii) the Executive’s Annual Base Salary Salary; and (2) the Executive shall be entitled to continuation coverage under the Company’s health care plans at the rate in effect on Company’s sole expense for the 12-month period following the Date of Termination, and (y) Executive’s Highest Annual Bonus; (ii) for a which period of one (1) year from coverage shall run concurrently with the Date period of Termination, the Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in continuation coverage under Section 4(b)(iv) of this Agreement to the same extent and upon the same terms as the Executive and/or Executive's eligible dependents participated immediately prior to the Date of Termination; provided that, in the event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or Executive's eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Company's medical and other welfare plans as 4980B of the Date of Termination. If Executive becomes 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 eligibilityCode; and (iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; and (iv3) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), in the event that the Executive is a “specified employee” within the meaning of Section 409A of the Code (with such classification to be paid or determined in accordance with the methodology established by the applicable employer)(a “Specified Employee”), 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 or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement for in Section 7872(f)(2)(A) of the Company and its affiliated companies Code (such other amounts and benefits shall be hereinafter referred to as “Interest”), 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 “Other Benefits409A Payment Date”).