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 terminates the Executive’s employment other than for Cause or Disability or the Executive terminates employment for Good Reason: (1) the Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then 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 clause (iii), 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 the product of (i) 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) 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 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 terminates the Executive’s employment other than for Cause or Disability or the Executive terminates resigns employment for Good Reason, then, the Company shall: (1i) the Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) 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) and any accrued but unpaid vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”); (ii) and (v) an amount equal subject to the product Executive’s execution within 50 days of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 (and non-revocation) of a release of claims in a form satisfactory to the denominator of which is 365 Company (the “Pro Rata BonusRelease Requirements”) and the Executive’s continued compliance with the Covenants (as defined in Section 7); provided, continue the Executive’s Base Salary in effect prior to the Date of Termination through the second anniversary thereof in accordance with the Company’s payroll practices as in effect on the Date of Termination (it being understood that notwithstanding in the foregoing, if event that the Executive has does not ultimately satisfy the Release Requirements or comply with the Covenants, the Executive shall return any continuation payments previously made an irrevocable election under any deferred compensation arrangement subject pursuant to Section 409A of the Code to defer any portion of the Annual Bonus described in clause this clause); (iii) above, then such deferral election, subject to the Executive’s compliance with the Release Requirements and the terms of Executive’s continued compliance with the applicable planCovenants, agreement, or other arrangement shall apply make available continued health benefits to the same portion Executive and his eligible dependents pursuant to the Consolidated Budget Reconciliation Act of 1985, at no greater cost to the amount described in clause Executive than would apply if he were an active employee, through the first to occur of (iii), A) his commencement of employment with a subsequent employer 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 the product of (i) 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 date that is 18 months following the Date of Termination (or, if more favorable to the Executiveearlier, the plans as date such benefit is determined to constitute a discriminatory benefit under, result in effect immediately prior to the Effective Dateimposition of an excise tax under, or otherwise violate, Section 105(h) that the Executive would receive if the Executive’s employment continued for two years after the Date of Termination, assuming for this purpose that (i) the Executive’s 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)Internal Revenue Code of 1986, (iii) the rate of any such employer contribution is equal to the maximum rate provided under the terms of the applicable plans for the year in which the Date of Termination occurs (or, if more favorable to the Executiveas amended, or in the event that as of the Date of Termination the rate of any such contribution for such year is not determinable, the rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) Patient Protection 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 TerminationAffordable Care Act); and (2iv) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) 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) provide, in accordance with the terms of the underlying plans applicable plan, program, policy, practice, or agreements. Notwithstanding contract, to the foregoing provisions of this Section 5(a)(1) and except as otherwise Executive any other amounts or benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event that or which the Executive is a “specified employee” within the meaning of Section 409A eligible to receive under any plan, program, policy, practice or contract 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 through the Date of Termination (such other than the Accrued Obligations) amounts and benefits 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 (hereinafter referred to as the “Delayed Payment DateOther Benefits”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause Cause, death or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, Executive the aggregate of the following amounts in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) A. the sum of (i1) the Executive’s Annual Base Salary and any accrued vacation pay through the Date of Termination to the extent not theretofore paidTermination, (ii) 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; (iii2) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, occurs if such bonus has not been determined but not paid as of the Date of Termination; , and (iv3) any accrued vacation pay 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 in accordance with the applicable Company policy, in each case, to the extent not theretofore paid (the sum of the amounts described in subclauses clauses (i1) through (3), (ii), (iii) and (iv), shall be hereinafter referred to as the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Base Salary or Annual Bonus described in clause (iii1) 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 plan, agreement, or other arrangement shall apply to the same portion of the amount described in such clause (iii1) 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 B. the product of (i) two and (ii1) the sum of (x) highest Annual Bonus earned by the Executive’s Annual Base Salary and (y) Executive for the Highest Annual Bonus; and (C) an amount equal to the sum last three full fiscal years 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect immediately ending prior to the Effective Date) that the Executive would receive if the Executive’s employment continued for two years after the Date of Termination, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination occurs (orincluding any amounts deferred or satisfied with equity award grants) (the “Highest Annual Bonus”) and (2) a fraction, if more favorable to the Executive, or numerator of which is the number of days in the event that as of fiscal year in which the Date of Termination occurs through the rate Date of any such Termination, and the denominator of which is 365 (the “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 and (3) the Company’s contribution for such year is not determinable, on behalf of the rate of contribution under Executive to the plans Company’s Profit Sharing Retirement Plan (or successor plan) for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior plan year during which the Date of TerminationTermination occurs; and (2ii) for two years after during the Executive’s three-year period following the Date of Termination, Termination or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family shall be provided with welfare benefits at least equal toas favorable, and at the same after-tax same cost to the Executive and/or the Executive’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 under Section 3(b)(42(b)(iii)(B) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to continued until the Executive, as in effect generally at any time thereafter with respect to other peer executives end of the Company and the Affiliated Companies and their familiesContinuation Period; provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if any period when the Executive becomes re-employed with another employer and is eligible to receive health care and life insurance such benefits under another employer-provided plan, the health care and life insurance benefits provided hereunder shall 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 welfare benefits pursuant to the retiree welfare benefit 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 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 (3iii) 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 second calendar year that begins after the Date of Termination; and (4) 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 other amounts or benefits required to be paid or provided or which the terms Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the underlying plans or agreementsCompany 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 5(a)(1) and except as otherwise provided 4(a), to the extent required in Section 11(g) order to comply 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”)Code, cash amounts that would otherwise be payable and the benefits that would otherwise be provided under this Section 5(a)(14(a) 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”).409A.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause Cause, death or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, Executive the aggregate of the following amounts in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) A. the sum of (i1) the Executive’s Annual Base Salary and any accrued vacation pay through the Date of Termination to the extent not theretofore paidTermination, (ii) 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; (iii2) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, occurs if such bonus has not been determined but not paid as of the Date of Termination; , and (iv3) any accrued vacation pay 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 in accordance with the applicable Company policy, in each case, to the extent not theretofore paid (the sum of the amounts described in subclauses clauses (i1) through (3), (ii), (iii) and (iv), shall be hereinafter referred to as the “Accrued Obligations”) and (v) an amount equal to ); and B. the product of (x1) the higher of (I) the Recent highest Annual Bonus and 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 (II) the Annual Bonus paid or payable, including any bonus amounts deferred or portion thereof that has been earned but deferred satisfied with equity award grants) (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 (such higher amount, 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 (the “Pro Rata Pro-rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then 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 clause (iii), 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 C. an amount equal to the product of (i) two and (ii) three times the sum of (x1) the Executive’s Annual Base Salary and Salary, (y2) the Highest Annual Bonus; and Bonus and (C3) 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 on behalf of the Executive participates at of the Date of Termination (or, if more favorable to the Executive, the plans as in effect immediately prior to the Effective DateCompany’s Profit Sharing Retirement Plan (or successor plan) that the Executive would receive if the Executive’s employment continued for two years after the Date of Termination, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior plan year during which the Date of TerminationTermination occurs; and (2ii) for two years after during the Executive’s three-year period following the Date of Termination, Termination or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family shall be provided with welfare benefits at least equal toas favorable, and at the same after-tax same cost to the Executive and/or the Executive’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 under Section 3(b)(42(b)(iii)(B) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to continued until the Executive, as in effect generally at any time thereafter with respect to other peer executives end of the Company and the Affiliated Companies and their familiesContinuation Period; provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if any period when the Executive becomes re-employed with another employer and is eligible to receive health care and life insurance such benefits under another employer-provided plan, the health care and life insurance benefits provided hereunder shall 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 welfare benefits pursuant to the retiree welfare benefit 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 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 (3iii) 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 second calendar year that begins after the Date of Termination; and (4) 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 other amounts or benefits required to be paid or provided or which the terms Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the underlying plans or agreementsCompany 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 5(a)(1) and except as otherwise provided 4(a), to the extent required in Section 11(g) order to comply with respect to an Anticipatory Termination, in the event that the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a “Specified EmployeeCode”), cash amounts that would otherwise be payable and the benefits that would otherwise be provided under this Section 5(a)(14(a) 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”).409A.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates Energy Group or any of its affiliated companies shall terminate the Executive’s 's employment other than for Cause or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company Energy Group shall pay pay, or cause to be paid, to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, Termination the aggregate of the following amounts: sum of: (A) the sum of (i) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (iiB) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Average Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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) any accrued vacation pay, in each case to the extent not theretofore paid (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A sum of the Code to defer any portion of the Annual Bonus amounts described in clause clauses (iii) aboveA), then 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 clause (iiiB), and such portion (C) shall not be considered hereinafter referred to as part of the “"Accrued Obligations” but shall instead be an “Other Benefit” (as defined below"); and; (Bii) Energy Group shall pay, or cause to be paid, to the amount Executive in twelve (12) equal to monthly installments, with the first payment due and payable 30 days after the Date of Termination, the product of (i1) two the Multiple and (ii2) the sum of (x) the Executive’s 's Annual Base Salary and (y) the Highest Average 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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 for a number of any such employer contribution is equal to the maximum rate provided under the terms of the applicable plans for the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for two years after the Executive’s 's Date of TerminationTermination equal to the Multiple, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy (the “Benefit Continuation Period”)policy, the Company Energy Group or any of its affiliated companies shall provide health care and life insurance continue benefits to the Executive and/or the Executive’s 's family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those that which 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)(45(b)(iv) of this Agreement if the Executive’s 's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies Energy Group or any of its affiliated companies and their families; , provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if the Executive becomes re-employed reemployed with another employer and is eligible to receive health care and life insurance medical or other welfare benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder 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 welfare benefits pursuant to the retiree welfare benefit such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end expiration of a number of years after the Benefit Continuation Period Date of Termination equal to the 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 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; (3iv) the Company 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 and provider of which shall be selected by the Executive in the Executive’s his sole discretion, provided that discretion but the cost of such outplacement to Energy Group shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination30,000; and (4v) except as otherwise set forth in the last sentence of Section 6, 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 Energy Group or any of its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits (as defined in Section 6) in accordance with the terms of the underlying plans or agreementsBenefits"). Notwithstanding the foregoing provisions of this Section 5(a)(1) and foregoing, except as otherwise provided in Section 11(g) with respect to an Anticipatory Terminationpayments 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 that the Executive is a “specified employee” within the meaning breaches any of his obligations under 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 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”)11 hereof.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company Employer terminates the Executive’s employment without Cause (other than for Cause as a consequence of the Executive’s death or Disability Disability, which terminations shall be governed by Section 5(c) below), or the Executive terminates his employment with the Employer for Good Reason:Reason and, in either case, such termination of employment constitutes a Separation from Service, then the Executive shall be entitled to receive the payments and benefits described below in this Section 5(a). (A) The Executive shall be paid, in a single lump-sum payment within thirty days after the Executive’s Separation from Service (or any shorter period prescribed by law), the aggregate amount of (1) the Company shall pay to the Executive’s earned but unpaid Base Salary and accrued but unpaid vacation pay, in a lump sum in cash within 30 days after if any, through the Date of Termination, and (2) any unreimbursed business expenses or other payments incurred by the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary Executive through the Date of Termination to the extent not theretofore paid, (ii) the Executive’s business expenses that are reimbursable pursuant to under Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii3(b)(vi) above, then 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 clause (iii), 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 the product of (i) 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) except as otherwise set forth in the last sentence of Section 6, to the extent not theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any Other Benefits accrued benefits and other amounts or benefits required to be paid or provided prior to the Date of Termination under any other plan, program, policy, practice, contract or agreement of the Employer and its affiliates according to their terms, including, without limitation, pursuant to any outstanding LTIP Award Agreement (the payments and benefits described in this Section 5(a)(i), the “Accrued 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 defined 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 612 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 underlying plans or agreements. Notwithstanding applicable award agreement; (D) An amount equal to the foregoing provisions product of this Section 5(a)(1(i) the lesser of the Target Annual Bonus and except as otherwise provided in Section 11(gthe average of the previous two Annual Bonuses paid to the Executive, multiplied by (ii) with respect to an Anticipatory Terminationthe Severance Multiple, payable in the calendar year following the calendar year in which the Executive’s Separation from Service occurs, but in no event that later than the Executive is a “specified employee” within the meaning of Section 409A fifteenth day of the Code (as determined third month following the end of the calendar year 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 which 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 occurs (the “Delayed Payment DateSeverance 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 terminates shall terminate the Executive’s employment other than for Cause or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, Termination the aggregate of the following amounts: (A) A. the sum of (i1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) 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”2) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus highest annual bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (and annualized payable to the Executive for any of the three fiscal year consisting years (whether or not from the Company) prior to the Date 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 Termination (such higher amount, 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 Termination, and the denominator of which is 365 365, in each case to the extent not theretofore paid (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A sum of the Code to defer any portion of the Annual Bonus amounts described in clause clauses (iii1) above, then 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 clause (iii2), and such portion shall not be considered hereinafter referred to as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below”); and (B) B. the amount equal to the product of (i1) two and (ii2) 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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) Annual Equity Awards 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to other stock awards granted after the Effective Date) and (iv) Date shall vest immediately to the extent that such awards would have vested in accordance with their terms during 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 two year period following the Date of Termination; and (2iii) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) 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 other amounts or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event that or which the Executive is a “specified employee” within the meaning of Section 409A eligible to receive under any plan, program, policy or practice or contract or agreement 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 its affiliated companies through the Date of Termination (such other than the Accrued Obligations) amounts and benefits 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 (hereinafter referred to as the “Delayed Payment DateOther Benefits”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause Cause, Death or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, Termination the aggregate of the following amounts: (A) the sum of (i1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(55(b)(v) but have not been reimbursed by the Company as of the Date of Termination; (iii3) 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; (iv4) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i1), (ii2), (iii3) and (iv4), the “Accrued Obligations”) and (v5) an amount equal to the product of (x) the higher of (I) the Recent Annual Average Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Base Salary or the Annual Bonus described in clause clauses (iii1) aboveor (3), then for all purposes of this Section 7 (including, without limitation, Sections 7(b) through 7(e)), 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 (iii1) 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 the product of (i1) two and (ii2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Recent Average Bonus; and (C) an amount equal to the product of (1) two and (2) the sum of (a) the Company or an Affiliated Company’s Retirement Contributions (as applicabledefined in the PHINIA Inc. Retirement Savings Plan (“RSP”)) matching contributions that would have been made under the Company’s qualified RSP for the first Plan Year (as defined contribution plans in the RSP) ending after the Date of Termination if there had been no Limitations (as defined below) on such Company Retirement Contributions and any excess or supplemental (b) an amount equal to the Company Matching Contributions (as defined contribution plans in which 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 participates at 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 eighteen months following the Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Benefits Period”), the Company shall provide health care the Executive and his eligible dependents with medical and dental insurance coverage (the “Health Care Benefits”) and life insurance benefits no less favorable to those which the Executive and his spouse and eligible dependents were receiving immediately prior to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 Date of Termination or, if more favorable to the Executivesuch persons, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their familiesCompanies; provided, however, that the health care benefits Health Care Benefits shall be provided during the Benefit Continuation Benefits Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coveragepurposes; provided, further, however, that, that if the Executive becomes re-employed with another employer and is eligible to receive health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits provided hereunder shall be secondary to those provided under such other plan during such applicable period of eligibility. The receipt of the 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 the Executive’s spouse and eligible dependents (e.g., single, single plus one, or family). During the portion of the Benefits Period in which the Executive and his eligible dependents continue to receive coverage under the Company’s Health Care Benefits plans, the Company shall pay to the Executive a monthly amount equal to the Applicable COBRA Premium in respect of the maximum level of coverage that the Executive could have elected to receive for the Executive and the Executive’s spouse and eligible dependents if the Executive were still an employee of the Company during the Benefits Period (e.g., single, single plus one, or family) regardless of what level of coverage is actually elected, which payment shall be 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 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 (“COBRA 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 Continuation 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 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) 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) regulations thereunder with respect to an Anticipatory Terminationa particular level of coverage (e.g., 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”)single, 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 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”)single plus one, 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”family).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, (i) CryoLife shall terminate the Company terminates the Executive’s Employee's employment other than for Cause Cause, Death or Disability or (ii) the Executive terminates Employee shall terminate employment for Good Reason: (1) the Company , then CryoLife shall pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, Employee as severance compensation an amount equal to one times the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) 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 Employee's annual salary and bonus compensation for the fiscal year immediately preceding the fiscal year in which the Date termination 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 employment occurs (the sum of the amounts described "Severance Payment"). Such payment shall be in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal addition to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such higher amount, the “Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year sums due to Employee through the Date of Termination and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement shall be subject to Section 409A normal withholding requirements of the Code to defer any portion of the Annual Bonus described CryoLife. The Severance Payment shall be payable in clause (iii) above, then 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 clause (iii), 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 the product of (i) 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 cash by the Company or an Affiliated Company’s in 12 equal monthly installments commencing on the date thirty (as applicable30) 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 days after Employee's Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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"Severance Period"), (iii) the rate of any such employer contribution is equal to the maximum rate provided under the terms of the applicable plans for the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) 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 required under Section 409A of the Code (as determined in accordance with to avoid the methodology established by imposition of additional tax to Employee under that Section, any payment of the Company as in effect Severance Payment shall commence 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 anniversary of Employee's separation from service with the Date Company (or, if earlier, the date of Termination (other than Employee's death) and continue in equal monthly installments over 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) remainder of the Code (“Interest”)Severance Period; provided further, or provided on that, to the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of extent permitted under Section 409A of the Code without the imposition of additional tax to Employee under that Section, the Severance Payment shall be paid (i) in an immediate lump-sum in the “Delayed event the Employee's separation from service occurs on or after a Change of Control or (ii) in an immediate lump sum at the time of a 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 Date”)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 bonus compensation component of the Severance Payment shall be computed based on the prior year's bonus. Bonus compensation shall include cash bonus payments and the present value of non-cash bonuses such as options or restricted stock.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s 's employment other than for Cause Cause, Death or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, Termination the aggregate of the following amounts: (A) A. the sum of (i) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) this amount shall be hereinafter referred to as the "Accrued Obligations"); and B. An amount equal to the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by 's Annual Base Salary plus Annual Cash Bonus (based on the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus adjusted EV bonus amount for the fiscal year immediately preceding the fiscal year Fiscal Year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination"Adjusted EV Bonus") for the remaining Employment Period; (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) and C. an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A actuarial equivalent of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then 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 clause (iii), 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 the product of (i) 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 benefit under the Company’s 's qualified defined contribution plans and any excess or supplemental defined contribution plans in which benefit retirement plan (the Executive participates at of the Date of Termination "Retirement Plan") (or, if more utilizing actuarial assumptions no less favorable to the Executive, the plans as 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 (the "SERP") that which the Executive would receive if the Executive’s 's employment continued for two years after until the Date of TerminationExecutive reached age 62, assuming for this purpose that (i) at age 62 the Executive’s Executive would have 20 years of credited service and all accrued benefits under such plans are fully vested, (ii) and assuming that the Executive’s 's compensation in each of the two years periods is that required by Sections 3(b)(1Section 3(b) and 3(b)(2), that the Executive's Annual Cash Bonus for such years is the Adjusted EV Bonus; (iiiii) the rate of any such employer contribution is equal Company shall continue to provide welfare benefits to the maximum rate provided under Executive and his dependants until the terms end of the applicable plans for Employment Period on the year in which the Date of Termination occurs (or, if more favorable same basis that such benefits were provided 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 rate of contribution under the plans for the plan year ending him 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 (2iii) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) 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 other amounts or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event that or which the Executive is a “specified employee” within the meaning of Section 409A eligible to receive under any plan, program, policy or practice or contract or agreement of the Code Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to 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 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”"Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates Employer shall terminate the Executive’s employment without Cause (other than for Cause as a consequence of death or Disability Disability, which shall have the effects set forth in Section 5(c) below), or the Executive terminates shall terminate employment for Good Reason: (1i) the Company The Executive shall pay to the Executivebe paid, in a single lump sum in cash payment within 30 thirty (30) days after the Date of Termination, the aggregate amount of the following amounts: (A) the sum of (i) the Executive’s Annual 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 paid, (ii) 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 previously paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then 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 clause (iii), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below); and plus (B) the amount equal 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 product Executive for a period of twenty-four (i24) months from the Date of Termination), plus (C) two and (ii2) times the sum of (xX) 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect immediately prior to the Effective DateDate of Termination and (Y) that the Executive would receive if average of his Annual Bonuses for the Executive’s employment continued for two (2) years after immediately preceding the Date of Termination; (ii) For a period of two (2) years following the Date of Termination, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family eligible dependents shall continue to be provided with medical, prescription and dental benefits at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those that which 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 terminated. Notwithstanding the Executive, as in effect generally at any time thereafter with respect to other peer executives of the 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 its health care benefit plans contemplated herein could be taxable to the Executiveforegoing, the Company Executive shall provide cease to receive such medical, prescription and dental benefits at on the level required hereby through the purchase of individual insurance coverage; provided, however, that, if date the Executive becomes re-employed with another employer and is eligible to receive health care and life insurance such benefits under another employer-provided group plan, the . Such health care and life insurance benefits provided hereunder shall be secondary provided 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 in a manner that neither the coverage nor the benefits pursuant are includible in the Executive’s taxable gross income. If the Employer is unable to provide such coverage or benefits to the retiree welfare benefit plansExecutive on that basis, then the Employer shall pay the Executive shall be considered such additional amounts as necessary to have remained employed until make the end of Executive “whole” on a net after-tax basis for the Benefit Continuation Period and to have retired on the last day receipt of such period, and the Company coverage or benefits; (iii) The Executive’s Phantom Options shall take such actions as are necessary to cause the Executive to be eligible to commence in the applicable retiree welfare benefit plans vest as of the applicable benefit commencement date. In order to comply with Section 409A Date of the Code, (i) the amount of life insurance benefits that the Company is obligated to provide under this Section 5(a)(2) Termination and shall be payable as set forth 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 benefitAppendix B hereto; and (3iv) 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 second calendar year that begins after the Date of Termination; and (4) except as otherwise set forth in the last sentence of Section 6, to To the extent not theretofore paid or provided, the Company Employer 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 accrued benefits and other amounts or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event that or which 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 eligible to receive prior to the Date of Termination (other than the Accrued Obligations) shall instead be paidunder any plan, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) program, policy or practice or contract or agreement of the Code Employer and its affiliates according to their terms (“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 (such other amounts and benefits shall be hereinafter referred to as the “Delayed Payment DateOther Benefits”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s 's employment other than for Cause Cause, Death or Disability or the Executive terminates shall terminate employment for Good Reason: (1) the Company , such termination, for purposes of this Section 6(a), shall pay to the Executiveconstitute separation from, in a lump sum in cash within 30 days after the Date and cessation of Terminationduties for, the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) 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; . Under such circumstances, the Company shall pay to the Executive the following payments and benefits: (iiii) Bi-weekly salary continuation at the Executive’s 's Annual Bonus for Base Salary as if the fiscal year immediately preceding Executive had remained employed through the fiscal year in which end of the Date Employment Period; and (ii) Medical and Dental Coverage continuation as if the Executive had remained employed through the end of Termination occurs, if such bonus has been determined but not paid the Employment Period at the Executive's benefit level as of the Date of 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; (iv) any accrued vacation pay to Outplacement services consistent with the extent not theretofore paid (Company's outplacement policy for a person at the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and Executive's job classification and/or grade level; (v) an amount equal to A payment on the product last day of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such higher amount, the “Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days Period in the current fiscal year through the Date of Termination and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then 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 clause (iii), 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 the product of (i) 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 (A) the Company or an Affiliated Company’s (as applicable) matching additional contributions that would have been allocated to Executive's accounts under the Company’s qualified defined contribution plans Xxxxxxx Medical Management Holdings Corporation Employee Stock Ownership Plan (the "ESOP") and any excess or supplemental defined contribution plans in which the Xxxxxxx Medical Management Holdings Corporation Money Purchase Pension Plan if the Executive participates at 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 ESOP) and (B) the amount of any 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 (orof all accrued vacation, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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) holiday 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 the year in which the Date of Termination occurs (or, if more favorable to the Executive, or in the event that personal leave days as of the Date of Termination the rate of any such contribution for such year is not determinable, the rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2vii) for two years after the Executive’s Date Payment of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy (the “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the any incentive compensation that Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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) earned if the Executive’s employment Executive 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 the Affiliated Companies and their families; provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if the Executive becomes re-employed with another employer and is eligible to receive health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 through the end of the Benefit Continuation Employment Period and to have retired on the last day of such periodunder, 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) 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 of, any applicable incentive compensation plan. The Company reserves the underlying plans or agreementsright to deduct from any applicable sum those amounts required by law. Notwithstanding Any monies owed to the foregoing provisions of Company by Executive may be deducted from the Amounts payable pursuant to this Section 5(a)(1) 6(a). All accruals of vacation, holiday 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 personal leave days shall end effective the Date of Termination) (a “Specified Employee”), amounts that would otherwise be payable and the benefits that would otherwise be provided under . The payments called for in this Section 5(a)(1) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations6(a) shall instead be paidin lieu of and discharge any obligations of Company to Executive for compensation, with interest accrued vacation, accrued personal leave days, accrued holidays, incentive compensation, car allowances or any other expectations of remuneration or benefit on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) part 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 terminates Energy Group or any of its affiliated companies shall terminate the Executive’s employment other than for Cause or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company Energy Group shall pay pay, or cause to be paid, to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: sum of: (A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (iiB) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Average Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Pro Rata BonusAccrued 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 Bonus . The amounts described in clause (iiiB) above, then such deferral election, and shall be paid within the terms 30-day period commencing on the 60th day following the Date of the applicable plan, agreementTermination, or other arrangement such later date set forth in Section 17(a). (ii) Energy Group shall apply pay, or cause to be paid, to the same portion of the amount described Executive in clause twelve (iii), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below); and (B12) the amount equal to monthly installments the product of (i1) two the Multiple and (ii2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Average Annual Bonus; and (C) an amount equal to . The first installment shall commence within the sum of 30 day period commencing on 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect immediately prior to the Effective Date) that the Executive would receive if the Executive’s employment continued for two years after 60th day following the Date of Termination, assuming for this purpose that (i) the Executive’s benefits under or such plans are fully vested, (ii) the Executive’s compensation later date set forth in each of the two years is that required by Sections 3(b)(1) and 3(b)(2Section 17(a), . (iii) the rate For a number of any such employer contribution is equal to the maximum rate provided under the terms of the applicable plans for the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for two years after the Executive’s Date of TerminationTermination equal to the Multiple, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy (the “Benefit Continuation Period”)policy, the Company Energy Group or any of its affiliated companies shall provide health care and life insurance continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those that which 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)(45(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies Energy Group or any of its affiliated companies and their families; , provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if the Executive becomes re-employed reemployed with another employer and is eligible to receive health care and life insurance medical or other welfare benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder 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 welfare benefits pursuant to the retiree welfare benefit such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end expiration of a number of years after the Benefit Continuation Period 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 the Company shall take such actions as that are necessary to cause the Executive to be eligible to commence in the applicable retiree welfare not disability pay or death benefit plans as within the meaning of the applicable benefit commencement date. In order to comply with 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 subject to the following additional rules: (iA) 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 life insurance expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to provide under this Section 5(a)(2) in provided, during any given calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay in be provided, during any other calendar year, ; and (iiC) the Executive’s right to have the Company provide such reimbursement or in-kind benefits may shall not be liquidated subject to liquidation or exchanged exchange for any other another benefit; and. (3iv) the Company 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 and provider of which shall be selected by the Executive in the Executive’s his sole discretion, ; provided that (i) the cost of such outplacement to Energy Group shall not exceed $25,000; 30,000, and provided, further, that such (ii) in no event shall the outplacement benefits shall services be provided beyond the end not later than the last day of the second calendar year that begins after the calendar year in which the Date of Termination; andTermination occurs. (4v) except as otherwise set forth in the last sentence of Section 6, 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 Energy Group or any of its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits (as defined in Section 6) in accordance with the terms of the underlying plans or agreementsBenefits”). Notwithstanding the foregoing provisions of this Section 5(a)(1) and foregoing, except as otherwise provided in Section 11(g) with respect to an Anticipatory Terminationpayments 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 that the Executive is a “specified employee” within the meaning breaches any of his obligations under 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 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”)11 hereof.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s employment without Cause (other than for Cause due to death or Disability Disability) or the Executive terminates his employment for Good Reason: (1) the Company shall pay to the Executive, then, subject, in a lump sum in cash within 30 days after the Date case of Termination, the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) 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), 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 the 60th day following the Date of Termination (the “Release Date”), the Company shall pay or provide to the Executive the following: (i) the 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 be paid in a lump sum in cash within 60 days following the Date of Termination or as otherwise required by law; (ii) and a prorated bonus for the year during which occurs the Date of Termination, payable on the same date that bonuses are paid to Company executives generally (v) an amount but in no event later than September 15 of the year that follows the year during which the Date of Termination occurs), equal to the product of (xA) the higher of Target Bonus multiplied by (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such higher amount, 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 Termination, and the denominator of which is 365 (366, if such year is a leap year); (iii) a cash severance payment, payable within ten days of the Release Date, in an amount equal to one (two, 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 “Pro Rata BonusSeverance Multiple”) times the sum of (A) the Annual Base Salary and (B) the Target Bonus (the “Severance Payment”); provided, that notwithstanding and (iv) in the foregoing, if event the Executive has made an irrevocable election under any deferred compensation arrangement subject elects continued medical and dental benefit coverage pursuant to Section 409A 4980B(f) of the Internal Revenue Code to defer any portion of 1986, as amended (the Annual Bonus described in clause (iii“Code”) above, then such deferral election, and the complies with all terms and conditions of the applicable planplans, agreement, or other arrangement shall apply to then until the same portion earliest of (A) the end of the amount described in clause (iii), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” Severance Period (as defined below); and , (B) the amount equal to the product 18-month anniversary of (i) 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (ivC) 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, such time 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 by the terms of the appropriate plan, program, practice or policy (the “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care medical and life insurance dental benefits under another employer-provided plan, the health care and life insurance benefits provided hereunder Company 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 reimburse the Executive for retiree welfare benefits pursuant the excess of the monthly cost of premiums associated with such 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 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 (3) 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 10th day of the second calendar year month to which the applicable premium relates; provided, however, that begins after all such reimbursements that would otherwise be provided during the period between the Date of Termination; and (4) except as otherwise set forth in Termination and the last sentence of Section 6Release Date shall be accumulated and paid within 10 days following the Release Date. In addition, 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) Executive, in accordance with the terms of the underlying plans applicable plan, program, policy, practice or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise contract, any other amounts or benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event or that the Executive is a “specified employee” within the meaning of Section 409A eligible to receive under any plan, program, policy, practice or contract of the Code Company (as determined in accordance with the methodology established by the Company as in effect on the Date of Terminationincluding, without limitation, any vacation policy) (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 through the Date of Termination (such other than amounts and benefits shall be hereinafter referred to as 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 (“InterestOther Benefits”). Other than as set forth in this Section 4(a), or provided on in the first business day after the date that is six months following event of a termination of the Executive’s “separation from service” within employment by the meaning 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 409A of the Code (the “Delayed Payment Date”4(a)(ii-iv).

Good Reason; Other Than for Cause, Death or Disability. If, If during the Employment Change Period, either the Company terminates the Executive’s employment other than for Cause Cause, Death or Disability Disability, or the Executive terminates employment for Good Reason, the Company shall: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) A. the sum of of: (i1) the Executive’s Annual Base Salary through the Termination Date of Termination to the extent not theretofore paid, ; plus (ii) 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; (iv2) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then 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 clause (iii), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below)already paid; and (B) 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 the product of (i) two and (ii) the sum of (x) the Executive’s Annual Base Salary and (y) as of the Highest Annual Bonus; andTermination Date; (Cii) grant and immediately vest in favor of the Executive thirty thousand (30,000) options to purchase Voting Securities of the Company, with an amount equal 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 sum remaining terms and conditions 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 Option Grant Policy. If the Termination Options have already been granted to the Executive participates at before the Termination Date, then this Section 4(a)(ii) shall be deemed to have been complied with, and shall be of the Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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), no further force or effect; (iii) provide the rate Executive with reasonable executive outplacement services for a period of any such employer contribution up to twelve (12) months after the Termination Date through a recognized outplacement provider that is equal agreed to by the maximum rate provided under the terms of the applicable plans for the year in which the Date of Termination occurs (or, if more favorable to Company and 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and ; (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance continue welfare benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those that which would have been provided to them in accordance with the welfare plans, programs, practices and policies providing health care and life insurance benefits and at of the benefit level described in Section 3(b)(4) Company as 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 for a period of the Company and the Affiliated Companies and their familiestwelve (12) months; provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if the Executive becomes re-employed with another employer and is eligible to receive health care and life insurance medical or other welfare benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but such 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 commencement the Executive’s termination of benefitsemployment; (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 for retiree welfare benefits pursuant to Savings Plan, including all accumulated interest and dividends, as required therein. The Company shall pay the retiree welfare benefit plansamounts described in this Section (in the aggregate, the Executive shall be considered to have remained employed until “Severance”) promptly after the end of the Benefit Continuation Period and to have retired on the last day of such periodTermination Date, 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, but no more than thirty (i30) 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 benefitdays thereafter; and (3) 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 second calendar year that begins after the Date of Termination; and (4) 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 if the Executive is a “specified employee” within Specified Employee on the meaning Termination Date, then to the extent the Severance exceeds an amount equal to the lesser of Section 409A of (x) two times the Code Executive’s Annual Base Salary for the prior calendar year and (as determined in accordance with y) two times the methodology established by the Company as dollar limitation in effect on under Code Section 401(a)(17) for the year in which the Termination Date of Termination) (a “Specified Employee”)occurs, amounts that would otherwise such excess shall 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 than the Accrued Obligations) shall instead be paid, paid with interest on any such delayed payment at the applicable federal rate provided for in Code Section 7872(f)(2)(A) of the Code (“Interest”), or provided on the first business day after the date that is six months following after the Executive’s “separation from service” within the meaning of Section 409A of the Code 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 terminates shall terminate the Executive’s employment other than for Cause Cause, Death or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, Termination the aggregate of the following amounts: (A) the sum of (i1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(54(b)(v) but have not been reimbursed by the Company as of the Date of Termination; (iii3) 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; (iv4) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i1), (ii2), (iii3) and (iv4), the “Accrued Obligations”) and (v5) an amount equal to the product of (x) the higher of (I) the Recent Annual Average Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Base Salary or the Annual Bonus described in clause clauses (iii1) 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 plan, agreement, or other arrangement shall apply to the same portion of the amount described in such clause (iii1) 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 the product of (i1) two [two/three] and (ii2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Recent Average Bonus; and (C) an amount equal to the product of (1) [two/three] and (2) the sum of (a) the Company or an Affiliated Company’s Retirement Contributions (as applicabledefined in the BorgWarner Inc. Retirement Savings Plan (“RSP”)) matching contributions that would have been made under the Company’s qualified RSP for the first Plan Year (as defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates at of RSP) ending after the Date of Termination if there had been no Limitations (or, if more favorable as defined below) on such Company Retirement Contributions and (b) an amount equal to the ExecutiveCompany 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 plans Executive had elected to defer the maximum amount of Compensation (as defined in effect immediately prior the RSP) permitted by the RSP (without regard to any Limitations on such deferral), and assuming for purposes of calculating the Effective Dateamounts in clauses (a) and (b) that the Executive would receive if had remained employed by the Executive’s employment continued for two years after Company through the Date end of Termination, assuming for this purpose that (i) the Executive’s benefits under such plans are fully vested, (ii) the Executive’s Plan Year with compensation in each of the two years is equal to that required by Sections 3(b)(1Section 4(b)(i) and 3(b)(2), Section 4(b)(ii) of this Agreement (iii) the rate of any such employer contribution is equal to the maximum rate provided under the terms of the applicable plans for the year in which the Date of Termination occurs (or, if more favorable to the Executive, or “Limitations” meaning limitations contained in the event that as of the Date of Termination the rate of any such contribution for such year is not determinableRSP, the rate of contribution under the plans for the plan year ending immediately prior to the Effective DateEmployee Retirement Income Security Act (“ERISA”) 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 by the terms of the appropriate plan, program, practice or policy (the “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) 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 including without limitation the methodology established by the Company as in effect $150,000 cap on the Date of Termination) (a “Specified Employee”Compensation), 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 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 terminates shall terminate the Executive’s 's employment other than for Cause Cause, death or Disability Disability, or the Executive terminates shall terminate employment for Good Reason: (1i) the The Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, Termination the aggregate of the following amounts: (A) the sum of (i1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent highest Annual Bonus received by the Executive 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 that has been earned but deferred (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 PeriodPeriod (for purposes of determining any bonuses paid during any preceding year, bonuses paid by Weatxxxxxxx Xxxernational, Inc. shall be taken into account), if any (such higher amount, amount being referred to as the “"Highest Annual Bonus”") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination Termination, and the denominator of which is 365 365, and (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if 3) any compensation previously deferred by the Executive has made an irrevocable election under a plan sponsored by the Company (together with any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then such deferral election, and the terms of the applicable plan, agreement, accrued interest or other arrangement shall apply to the same portion of the amount described in clause (iiiearnings thereon), and such portion shall any accrued vacation pay, in each case to the extent not be considered as part theretofore paid (the sum of the “amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations” but shall instead be an “Other Benefit” (as defined below"); , and (B) the an amount equal to three times the product sum of (i) two the then current Annual Base Salary of the Executive 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 total of the Company or an Affiliated Company’s (as applicable) employer matching contributions credited to the Executive under the Company’s qualified defined contribution plans and 's 401(k) Savings Plan (the "401(k) Plan") or any excess or supplemental defined contribution plans in which 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 participates at actually receives after payment of any federal or state taxes payable thereon equals the amount first described above. (ii) For a period of three years from the Executive's Date of Termination (or, if more favorable to the Executive, the plans as in effect immediately prior to the Effective Date"Remaining Contract Term") that the Executive would receive if the Executive’s employment continued for two years after the Date of Termination, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”)policy, the Company shall provide health care and life insurance continue benefits to the Executive and/or the Executive’s 's family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those 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)(42(b)(iv) of this Agreement if the Executive’s 's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their familiesterminated; provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in with respect to any of 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 plans, programs, practices or more of its health care benefit plans contemplated herein could be taxable to the Executivepolicies requiring an employee contribution, the Company Executive shall provide such benefits at continue to pay the level required hereby through the purchase of individual insurance coverage; providedmonthly employee contribution for same, howeverand provided further, that, that if the Executive becomes re-employed with reemployed by another employer and is eligible to receive health care and life insurance medical or other welfare benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder 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 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; (3iii) the The Company shall, at its sole expense as incurred, provide the Executive with outplacement services services, the scope and provider of which shall be selected by the Executive in the Executive’s his sole discretion; (iv) With respect to all options to purchase Common Stock held by the Executive pursuant to a Company stock option plan on or prior to the Date of Termination, provided that irrespective of whether such options are then exercisable, the cost of such outplacement Executive shall not exceed $25,000; and providedhave the right, further, that such outplacement benefits shall end not later than during the last 60-day of the second calendar year that begins period after the Date of Termination, to elect to surrender all or part of such options in exchange for a cash payment by the Company to the Executive in an amount equal the number of shares of Common Stock subject to the Executive's option multiplied by the difference between (x) and (y) where (x) equals the purchase price per share covered by the option and (y) equals the highest reported sale price of a share of Common Stock in any transaction reported on the New York Stock Exchange during the 60-day period prior to and including the Executive's Date of Termination. Such cash payments shall be made within 30 days after the date of the Executive's election; andprovided, however, that if the Executive's Date of Termination is within six months after the date of grant of a particular option held by the Executive and the Executive is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, any cash payments related thereto shall be made on the date that is six months and one day after the date of grant of such option to the extent necessary to prevent the imposition of the disgorgement provisions under Section 16(b). Notwithstanding the foregoing, if any right granted pursuant to the foregoing would make any change of control transaction ineligible for pooling of interests accounting treatment under APB Xx. 00 xxxt but for this Section 4(a)(iv) would otherwise be eligible for such accounting treatment, the Executive shall receive shares of Common Stock with a Fair Market Value equal to the cash that would otherwise be payable hereunder in substitution for the cash, provided that any such shares of Common Stock so granted to the Executive shall be registered under the Securities Act of 1933, as amended; any options outstanding as of the Date of Termination or upon a change of control and not then exercisable shall become fully exercisable as of the Executive's Date of Termination, and to the extent the Executive does not elect to surrender same for a cash payment (or the equivalent number of shares of Common Stock) as provided above, such options shall remain exercisable for one year after the Executive's Date of Termination or until the stated expiration of the stated term thereof, whichever is longer; restrictions applicable to any shares of Common Stock granted to the Executive by the Company shall lapse, as of the date of the Executive's Date of Termination; (4v) except as otherwise set forth in All country club memberships, luncheon clubs and other memberships that the last sentence Company was providing for the Executive's use at the time Notice of Section 6Termination 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 Benefits (as defined in Section 6) in accordance with the terms of the underlying plans other amounts or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event or that the Executive is a “specified employee” within the meaning of Section 409A eligible to receive under any plan, program, policy or practice or contract or agreement of the Code Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as determined 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 accordance with substantially the methodology established same position had the employment of the Executive not been so terminated as a result of a breach 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 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”)Company.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the shall terminate Executive’s employment other than for Cause or Disability Disability, or the Executive terminates shall terminate employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination, Termination the aggregate of the following amounts: (A) A. the sum of (i1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) 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 higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payableCompany, including any bonus or portion thereof that which has been earned but deferred (and annualized deferred, for any of the last three full fiscal year consisting years prior to the Date of less than 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 Termination (such higher amount, amount being referred to as the “Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination Termination, and the denominator of which is 365 365, (3) any accrued vacation pay to the “Pro Rata Bonus”); providedextent not theretofore paid, that notwithstanding the foregoing, if the and (4) unless Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described elected a different payout date in clause (iii) above, then such a prior deferral election, and any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) to the terms extent not theretofore paid (the sum of the applicable plan, agreement, or other arrangement shall apply to the same portion of the amount amounts described in clause clauses (iii1), (2), (3) and such portion (4) shall not be considered hereinafter referred to as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below”); and (B) B. the amount equal to the product of two (i2) two and (ii) times the sum of (x) the Executive’s Annual Base Salary and (y) at 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 Date of Termination (or, if more favorable to the Executive, the plans as rate in effect immediately prior to the Effective Date) that the Executive would receive if the Executive’s employment continued for two years after on the Date of Termination, assuming for this purpose that and (iy) the Executive’s benefits under such plans are fully vested, Highest Annual Bonus; (ii) for a period of two (2) years from the Date of Termination, the Company will allow Executive and/or Executive’s compensation 's eligible dependents to continue to participate in each any medical and other welfare plans described in Section 4(b)(iv) 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 this Agreement to the maximum rate 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 terms of the applicable Company's medical and other welfare plans for the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 . If Executive becomes re-employed with another employer and is eligible to receive health care and life insurance medical or other welfare benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder 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 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 (3iii) all unvested stock options to acquire stock of the Company shall, at its sole expense and all awards of restricted stock of the Company held by Executive as incurred, provide of the Executive with outplacement services the scope and provider Date of which Termination shall be selected by immediately and fully vested as of the Executive Date of Termination and, in the Executive’s sole discretioncase of stock options, provided that the cost shall be fully exercisable as of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (4iv) 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 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 underlying plans or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) Company and except its affiliated companies (such other amounts and benefits shall be hereinafter referred to 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 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 DateOther Benefits”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause Cause, death or Disability Disability, or the Executive terminates employment for Good Reason: (1) the Company shall pay to the Executive, then, in a lump sum in cash each case, subject to Executive’s execution within 30 50 days after following the Date of Termination, and non-revocation, of a release of claims in the aggregate of form attached as Exhibit A (the following amounts“Release”), the Company and its Affiliates shall pay to Executive the following: (Ai) the sum of (iA) the Executive’s portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid, (iiB) the any accrued but ​ ​ unpaid vacation and (C) 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 that were incurred by Executive on or prior to the Date of Termination (the sum of the amounts described in clauses (A), (B) and (C) shall be hereinafter referred to as the “Accrued Obligations”), which Accrued Obligations shall be paid in a lump sum in cash within 60 days following the Date of Termination; ; (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) the Executive’s a prorated Annual Bonus for in respect of the fiscal year immediately preceding of the Company in which the Date of Termination occurs, with such amount to equal the product of (A) the target Annual Bonus opportunity for the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such higher amount, the “Highest Annual Bonus”) and (yB) a fraction, (I) the numerator of which is the number of days in the current fiscal year of the Company in which the Date of Termination occurs through the Date of Termination Termination, and (II) the denominator of which is 365 (the “Pro Rata Prorated Annual Bonus”); provided, 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 notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A period for consideration and revocation of the Code to defer any portion of the Annual Bonus described in clause (iii) aboveRelease spans two calendar years, then such deferral election, and the terms of payment shall be made no sooner than the applicable plan, agreement, or other arrangement shall apply to first regularly scheduled payroll date in the same portion of the amount described in clause (iii), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below); andsecond calendar year; (Biv) the an amount equal to the product of (iA) two and the Severance Multiple (iias defined below) multiplied by (B) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest target Annual Bonus; and (C) an amount equal to Bonus opportunity as in effect for the sum fiscal year 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination occurs occurs, which amount 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; (or, if more favorable v) a cash payment equal to 125% of the full amount of premiums for health insurance coverage for a number of years following the Date of Termination equal to the Severance Multiple, determined based on the level of coverage for Executive and Executive, or in the event that ’s dependents as of the Date of Termination the rate of any such contribution for such year is not determinableTermination, the rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based which shall be paid on the contributions or deferrals first regularly scheduled payroll date following the effective date of the ExecutiveRelease, provided that if the Executive’s contribution or deferral electionsperiod for consideration and revocation of the Release spans two calendar years, as appropriate, are those then the payment shall be made no sooner than the first regularly scheduled payroll date in effect immediately prior the Date of Terminationsecond calendar year; and (2vi) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) except as otherwise set forth in the last sentence of Section 6, to the extent not theretofore paid or provided, the Company and its Affiliates shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6) Executive, in accordance with the terms of the underlying plans applicable plan, program, policy, practice or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise provided in Section 11(g) with respect contract, any other amounts or benefits required to an Anticipatory Terminationbe paid or provided, in the event or that the Executive is a “specified employee” within the meaning of Section 409A eligible to receive under any plan, program, policy, practice or contract 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”)or its Affiliates, 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 through the Date of Termination (such other than the Accrued Obligations) amounts and benefits 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 (hereinafter referred to as the “Delayed Payment DateOther Benefits”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates Employer shall terminate the Executive’s 's employment without Cause (other than for Cause as a consequence of death or Disability Disability, which shall have the effects set forth in Section 5(c) below), or the Executive terminates shall terminate employment for Good Reason: (1i) the Company The Executive shall pay to the Executivebe paid, in a single lump sum in cash payment within 30 thirty (30) days after the Date of Termination, the aggregate amount of the following amounts: (A) the sum of (i) the Executive’s Annual '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 (iiB) the Executive’s business expenses that are reimbursable pursuant present value (using the prime rate of the Employer's banker at such time) of all employee benefits referred to in Section 3(b)(53(b)(iv) but hereof, other than group medical, drug and dental benefits, as referred to in Section 5(a)(ii) hereof (which would have not been reimbursed by available to the Company as Executive for a period of twenty-four (24) months from 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), plus (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then 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 clause (iii), 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 the product of (iC) two and (ii2) times the sum of (xX) the Executive’s Annual 's 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect immediately prior to the Effective DateDate of Termination and (Y) that the Executive would receive if average of his Annual Bonuses for the Executive’s employment continued for two (2) years after immediately preceding the Date of Termination; (ii) For a period of two (2) years following the Date of Termination, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family 's eligible dependents shall continue to be provided with medical, prescription and dental benefits at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those that which 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 's employment had not been terminated or, if more favorable to terminated. Notwithstanding the Executive, as in effect generally at any time thereafter with respect to other peer executives of the 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 its health care benefit plans contemplated herein could be taxable to the Executiveforegoing, the Company Executive shall provide cease to receive such medical, prescription and dental benefits at on the level required hereby through the purchase of individual insurance coverage; provided, however, that, if date the Executive becomes re-employed with another employer and is eligible to receive health care and life insurance such benefits under another employer-provided group plan, the . Such health care and life insurance benefits provided hereunder shall be secondary provided 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 in a manner that neither the coverage nor the benefits pursuant are includible in the Executive's taxable gross income. If the Employer is unable to provide such coverage or benefits to the retiree welfare benefit plansExecutive on that basis, then the Employer shall pay the Executive shall be considered such additional amounts as necessary to have remained employed until make the end of Executive "whole" on a net after-tax basis for the Benefit Continuation Period and to have retired on the last day receipt of such period, and the Company coverage or benefits; (iii) The Executive's Phantom Options shall take such actions as are necessary to cause the Executive to be eligible to commence in the applicable retiree welfare benefit plans vest as of the applicable benefit commencement date. In order to comply with Section 409A Date of the Code, (i) the amount of life insurance benefits that the Company is obligated to provide under this Section 5(a)(2) Termination and shall be payable as set forth 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 benefitAppendix B hereto; and (3iv) 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 second calendar year that begins after the Date of Termination; and (4) except as otherwise set forth in the last sentence of Section 6, to To the extent not theretofore paid or provided, the Company Employer 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 accrued benefits and other amounts or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event that or which 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 eligible to receive prior to the Date of Termination (other than the Accrued Obligations) shall instead be paidunder any plan, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) program, policy or practice or contract or agreement of the Code Employer and its affiliates according to their terms (“Interest”), or provided on such other amounts and benefits shall be hereinafter referred to as 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”"Other Benefits").

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company Employer terminates the Executive’s employment without Cause (other than for Cause as a consequence of the Executive’s death or Disability Disability, which terminations shall be governed by Section 5(c) below), or the Executive 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 this Section 5(a). (A) The Executive shall be paid, in a single lump-sum payment within thirty (30) days after the Executive’s Separation from Service (or any shorter period prescribed by law), the aggregate amount of (1) the Company shall pay to the Executive’s earned but unpaid Base Salary and accrued but unpaid vacation pay, in a lump sum in cash within 30 days after if any, through the Date of Termination, and (2) any unreimbursed business expenses or other payments incurred by the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary Executive through the Date of Termination to the extent not theretofore paid, (ii) the Executive’s business expenses that are reimbursable pursuant to under Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii3(b)(vi) above, then 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 clause (iii), 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 the product of (i) 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) except as otherwise set forth in the last sentence of Section 6, to the extent not theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any Other Benefits accrued benefits and other amounts or benefits required to be paid or provided prior to the Date of Termination under any other plan, program, policy, practice, contract or agreement of the Employer and its affiliates according to their terms, including, without limitation, pursuant to any outstanding LTIP Award Agreement (the payments and benefits described in this Section 5(a)(i), the “Accrued 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 defined 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 612 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 underlying plans or agreements. Notwithstanding applicable award agreement; (D) An amount equal to 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 product of the Code (as determined in accordance with 1) the methodology established by Bonus Amount, and (2) a fraction, the Company as in effect on numerator of which shall be the Date number 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 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 (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 (“InterestPro-Rata Bonus”), or provided on payable in the first business day after calendar year following the date that is six months following calendar year in which the Executive’s “separation Separation from service” within Service occurs, but in no event later than the meaning of Section 409A fifteenth day of the Code 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 “Delayed Payment Date”)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 terminates the Executive’s employment other than for Cause Cause, death or Disability or the Executive terminates employment for Good Reason: (1) the Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary and any accrued vacation pay through the Date of Termination to the extent not theretofore paidTermination, (ii) 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, occurs if such bonus has not been determined but not paid as of the Date of Termination; , and (iviii) any accrued vacation pay 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 not theretofore paid Date of Termination in accordance with the applicable Company policy (the sum of the amounts described in subclauses (i), (ii), ) through (iii) and (iv), 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 (vi) or clause (iii), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an amount equal to “Other Benefit” (as defined below); (B) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then 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 clause (iii), 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 the product of (i) two and (ii) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus365; and (C) an amount equal to two and one-half times 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i1) the Executive’s benefits under such plans are fully vestedAnnual Base Salary, (ii2) the ExecutiveHighest Annual Bonus and (3) the Company’s compensation in each contribution on behalf 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 Executive to the maximum rate provided under the terms of the applicable plans Company’s Profit Sharing Retirement Plan (or successor plan) for the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior plan year during which the Date of Termination; andTermination occurs; (2) for two years eighteen months after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the applicable period hereinafter referred to as the “Benefit Continuation Period”), the Company shall provide health care and life insurance continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax same cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 reemployed with another employer and is eligible to receive health care and life insurance such benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder 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 welfare benefits pursuant to the retiree welfare benefit 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 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) 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 5(a), to the extent required in Section 11(g) order to comply 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”)Code, cash amounts that would otherwise be payable and the benefits that would otherwise be provided under this Section 5(a)(15(a) 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 Code. Notwithstanding the foregoing, the Company’s obligations to pay or provide any amounts or benefits required by Section 5(a)(1)(C) or (a)(2) shall be conditioned on the “Delayed Payment Date”)Executive signing a general release of claims in favor of the Company and its affiliates in the form attached hereto as Exhibit A and the expiration of any revocation period provided for in such release, within sixty (60) days following the Date of Termination.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the shall terminate Executive’s employment other than for Cause or Disability Disability, or the Executive terminates shall terminate employment for Good Reason, then in consideration of Executive’s services rendered prior to such termination: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination, Termination the aggregate of the following amounts: (A) A. the sum of (i1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) 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 higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payableCompany, including any bonus or portion thereof that which has been earned but deferred (and annualized deferred, for any of the last three full fiscal year consisting years prior to the Date of less than 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 Termination (such higher amount, amount being referred to as the “Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination Termination, and the denominator of which is 365 365, (3) any accrued vacation pay to the “Pro Rata Bonus”); providedextent not theretofore paid, that notwithstanding the foregoing, if the and (4) unless Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described elected a different payout date in clause (iii) above, then such a prior deferral election, and any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) to the terms extent not theretofore paid (the sum of the applicable plan, agreement, or other arrangement shall apply to the same portion of the amount amounts described in clause clauses (iii1), (2), (3) and such portion (4) shall not be considered hereinafter referred to as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below”); and (B) B. the amount equal to the product of three (i3) two and (ii) times the sum of (x) the Executive’s Annual Base Salary and (y) at 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 Date of Termination (or, if more favorable to the Executive, the plans as rate in effect immediately prior to the Effective Date) that the Executive would receive if the Executive’s employment continued for two years after on the Date of Termination, assuming for this purpose that and (iy) the Executive’s benefits under such plans are fully vested, Highest Annual Bonus; (ii) for a period of three (3) years from the Date of Termination, the Company will allow Executive and/or Executive’s compensation 's eligible dependents to continue to participate in each any medical and other welfare plans described in Section 4(b)(iv) 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 this Agreement to the maximum rate 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 terms of the applicable Company's medical and other welfare plans for the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 . If Executive becomes re-employed with another employer and is eligible to receive health care and life insurance medical or other welfare benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder 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 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 (3iii) all unvested stock options to acquire stock of the Company shall, at its sole expense and all awards of restricted stock of the Company held by Executive as incurred, provide of the Executive with outplacement services the scope and provider Date of which Termination shall be selected by immediately and fully vested as of the Executive Date of Termination and, in the Executive’s sole discretioncase of stock options, provided that the cost shall be fully exercisable as of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (4iv) 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 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 underlying plans or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) Company and except its affiliated companies (such other amounts and benefits shall be hereinafter referred to 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 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 DateOther Benefits”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or Disability or the Executive terminates employment for Good Reason: (1) the Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then 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 clause (iii), 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 the product of (i) two 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect immediately prior to the Effective Date) that the Executive would receive if the Executive’s employment continued for two three years after the Date of Termination, assuming for this purpose that (i) the Executive’s benefits under such plans are fully vested, (ii) the Executive’s compensation in each of the two 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for two 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) 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 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, If during the Employment Change Period, either the Acquired Company terminates the Executive’s employment other than for Cause Cause, Death or Disability Disability, or the Executive terminates employment for Good Reason, the Acquired Company shall: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) A. the sum of of: (i1) the Executive’s Annual Base Salary through the Termination Date of Termination to the extent not theretofore paid, ; plus (ii) 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; (iv2) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then 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 clause (iii), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below)already paid; and (B) B. the Executive’s Annual Bonus as if earned at the target level; and C. the amount equal to the product of (i) two and (ii) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; andSalary; (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 Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s benefits under such plans are fully vested, (ii) provide the Executive with reasonable executive outplacement services for a period of up to twelve (12) months after the Termination Date through a recognized outplacement provider that is agreed to by the Acquired Company and 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance continue welfare benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those that which would have been provided to them in accordance with the welfare plans, programs, practices and policies providing health care and life insurance benefits and at of the benefit level described in Section 3(b)(4) Acquired Company as 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 for a period of the Company and the Affiliated Companies and their familiestwelve (12) months; provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if the Executive becomes re-employed with another employer and is eligible to receive health care and life insurance medical or other welfare benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but such 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 commencement the Executive’s termination of benefitsemployment; (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 for retiree welfare benefits pursuant to Savings Plan, including all accumulated interest and dividends, as required therein. The Company shall pay the retiree welfare benefit plansamounts described in this Section (in the aggregate, the Executive shall be considered to have remained employed until “Severance Pay”) promptly after the end of the Benefit Continuation Period and to have retired on the last day of such periodTermination Date, 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, but no more than thirty (i30) 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 benefitdays thereafter; and (3) 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 second calendar year that begins after the Date of Termination; and (4) 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 if the Executive is a “specified employee” within Specified Employee on the meaning Termination Date, then to the extent the Severance Pay exceeds an amount equal to the lesser of Section 409A of (x) two times the Code Executive’s Annual Base Salary for the prior calendar year and (as determined in accordance with y) two times the methodology established by the Company as dollar limitation in effect on under Code Section 401(a)(17) for the year in which the Termination Date of Termination) (a “Specified Employee”)occurs, amounts that would otherwise such excess shall 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 than the Accrued Obligations) shall instead be paid, paid with interest on any such delayed payment at the applicable federal rate provided for in Code Section 7872(f)(2)(A) of the Code (“Interest”), or provided on the first business day after the date that is six months following after the Executive’s “separation from service” within the meaning of Section 409A of the Code 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 terminates shall terminate the Executive’s 's employment other than for Cause or Disability Disability, or the Executive terminates shall terminate employment for Good Reason, then in consideration of Executive's services rendered prior to such termination and of Executive's covenants contained in Section 10 hereof: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, Termination the aggregate of the following amounts: (A) A. the sum of (i1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that which has been earned but deferred (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)deferred, for the most recently completed fiscal year during the Employment Period, if any (such higher amount, 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 Termination, and the denominator of which is 365 365, and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon and 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 “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A sum of the Code to defer any portion of the Annual Bonus amounts described in clause clauses (iii) above1), then 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 clause (iii2), and such portion (3) shall not be considered hereinafter referred to as part of the “"Accrued Obligations” but shall instead be an “Other Benefit” (as defined below"); and (B) B. the amount equal to the product of (i) two and (ii) three times the sum of (x1) the Executive’s 's Annual Base Salary and (y2) the Highest Most Recent 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for two three years after the Executive’s 's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy (the “Benefit Continuation Period”)policy, the Company shall provide health care and life insurance continue benefits to the Executive and/or the Executive’s 's family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those that which 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)(44(b)(iv) of this Agreement if the Executive’s 's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies its affiliated companies and their families; , provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if the Executive becomes re-employed with another employer and is eligible to receive health care and life insurance medical or other welfare benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder 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 welfare benefits pursuant to the retiree welfare benefit such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the end Date of the Benefit Continuation Period Termination 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; (3iii) 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 second calendar year that begins after the Date of Termination; and (4) 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 other amounts or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event that or which the Executive is a “specified employee” within the meaning of Section 409A eligible to receive under any plan, program, policy or practice or contract or agreement of the Code Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as determined 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 accordance with the methodology established by 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 effect on the Date Section 6(a)(i)(B) 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) Agreement if at any time during the six-month period immediately following of two years after the Date of Termination (other than he violates the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for Restrictive Covenants set forth 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”)10 hereof.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or Disability or the Executive terminates employment for Good Reason: (1) the Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of TerminationTermination (except as specifically provided in Section 5(a)(1)(A)(iii)), the aggregate of the following amounts: (A) the sum of of: (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, Termination; (ii) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(53(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 occurs, occurs if such bonus has been determined but not paid as of the Date of TerminationTermination (at the time such Annual Bonus would otherwise have been paid); (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and or (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 365, provided that any amount payable under this clause (iv) 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, in each case, to the extent not theretofore paid (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A sum of the Code to defer any portion of the Annual Bonus amounts described in clause subclauses (iiii), (ii) above, then 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 clause (iii), 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 the product of (i) two three and (ii) the sum of (x) the Executive’s Annual Base Salary and (y) the 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 amount equal to the sum active employee 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 following the Date of Termination (orfor three years, if more favorable to provided that, for purposes of this Section 5(a)(1)(C) only, in the Executive, the plans as in effect immediately prior to the Effective Date) event that the Executive would receive if the Executive’s employment continued for two years after the Date of Termination, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination occurs on or prior to June 1, 2005 (oras defined in Section 1 of the Employment Agreement), if more favorable to the Executive’s aggregate number of years of service under the SERP shall be no less than five years, or in the event that as of and if the Date of Termination the rate of any such contribution for such year is not determinableoccurs in 2003 or in 2004, the rate of contribution under the plans for the plan year ending immediately but prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals determination of the Executive’s Annual Bonus for 2003, that the Executive’s contribution or deferral elections, compensation for purposes of determining the Executive’s “Final Average Compensation” under the SERP shall include $1,500,000 as appropriate, are those in effect immediately prior the Date of Termination; andAnnual Bonus with respect to year 2003; (2) for two 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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)(43(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 respect to other peer executives of the 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 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 reemployed with another employer and is eligible to receive health care and life insurance such benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits described herein shall not be provided hereunder shall be secondary to those provided under such other plan by the Company, during such applicable period of eligibility. For purposes of determining eligibility (but not Following the time of commencement of benefits) of the Executive for retiree welfare benefits pursuant to the retiree welfare benefit plansContinuation Period, the Executive shall be considered entitled to have remained employed the Executive’s Retiree Health Benefits; (3) any stock 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 occur of the fifth anniversary of the Date of Termination or 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; andscheduled option term); (34) 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 second calendar year that begins after the Date of Termination100,000; and (45) 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 The Parties agree that any amounts due under this Section 5(a)(15(a) and except as otherwise provided in Section 11(g) with respect to an Anticipatory Termination, are in the event that the Executive is a “specified employee” within the meaning nature of Section 409A of the Code (as determined in accordance with the methodology established severance payments considered to be reasonable by the Company as and are not in effect on the Date nature 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 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”)penalty.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause Cause, Death or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the The Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, Termination the aggregate of the following amounts: : (A) the sum of (i1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher amount of (I) the Recent Annual Bonus and (II) the Annual Bonus actually paid or payable, including any bonus or portion thereof that which has been earned but deferred (and annualized for any fiscal year consisting of less than 12 twelve full months or during which the Executive was employed for less than 12 twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such 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 (3) any accrued vacation pay, to the extent not theretofore paid (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A sum of the Code to defer any portion of the Annual Bonus amounts described in clause clauses (iii) above1), then 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 clause (iii2), and such portion (3) shall not be considered hereinafter referred to as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below”); and and (B) the amount equal to the product of (i1) two (2.00) and (ii2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and (C) an amount equal to the sum average of the Company or an Affiliated Company’s (as applicable) matching contributions bonus actually paid under the Company’s qualified defined contribution plans and Executive Officer Incentive Plan or any excess comparable bonus under any predecessor or supplemental defined contribution plans in which successor plan for the Executive participates at of the Date of Termination (or, if more favorable to the Executive, the plans as in effect last three full fiscal years 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, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the Company and the Affiliated Companies and their families; provided, however, that if the health care benefits provided during Executive has not been employed by the Benefit Continuation Period Company for at least three full fiscal years prior to the Date of Termination, (y) shall be provided in such a manner that such benefits 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. (and the costs and premiums thereofii) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that In lieu of providing continued coverage under one or more of its health care participation in the Company’s benefit plans contemplated herein could be taxable to the Executiveplans, programs and policies, the Company shall pay to Executive the sum of $75,000 and provide such benefits at the level required hereby through the purchase reasonable assistance to Executive in locating and identifying replacement providers of individual insurance medical and dental coverage; provided, however, that, if the Executive becomes re-employed with another employer and is eligible to receive health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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. (3iii) 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 second calendar year that begins after the Date of Termination; and (4) except as otherwise set forth in the last sentence of Section 6, 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 (as defined in Section 6) Benefits”), in accordance with the terms of the underlying plans such plan, policy, practice or agreementsprogram or contract or agreement. Notwithstanding the foregoing provisions of this Section 5(a)(16(a) and except as otherwise provided in Section 11(g) 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 the benefits that would otherwise be provided under this Section 5(a)(1(ii) 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 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 Period, the Company Employer terminates the Executive’s employment without Cause (other than for Cause as a consequence of the Executive’s death or Disability Disability, which terminations shall be governed by Section 5(c) below), or the Executive 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 this Section 5(a). (A) The Executive shall be paid, in a single lump-sum payment within thirty (30) days after the Executive’s Separation from Service (or any shorter period prescribed by law), the aggregate amount of (1) the Company shall pay to the Executive’s earned but unpaid Base Salary and accrued but unpaid vacation pay, in a lump sum in cash within 30 days after if any, through the Date of Termination, and (2) any unreimbursed business expenses or other payments incurred by the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary Executive through the Date of Termination to the extent not theretofore paid, (ii) the Executive’s business expenses that are reimbursable pursuant to under Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii3(b)(vi) above, then 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 clause (iii), 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 the product of (i) 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) except as otherwise set forth in the last sentence of Section 6, to the extent not theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any Other Benefits accrued benefits and other amounts or benefits required to be paid or provided prior to the Date of Termination under any other plan, program, policy, practice, contract or agreement of the Employer and its affiliates according to their terms, including, without limitation, pursuant to any outstanding LTIP Award Agreement (the payments and benefits described in this Section 5(a)(i), the “Accrued 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 defined 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 612 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 underlying plans or agreements. Notwithstanding applicable award agreement; (D) An amount equal to 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 product of the Code (as determined in accordance with 1) the methodology established by Bonus Amount, and (2) a fraction, the Company as in effect on numerator of which shall be the Date number 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 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 (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 (“InterestPro-Rata Bonus”), or provided on payable in the first business day after calendar year following the date that is six months following calendar year in which the Executive’s “separation Separation from service” within Service occurs, but in no event later than the meaning of Section 409A fifteenth day of the Code 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 “Delayed Payment Date”)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. 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 terminates the Executive’s employment other than for Cause or Disability or the Executive terminates employment for Good Reason: (1) the Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Target Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided365, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause and (iii) above, then such deferral election, and any accrued vacation pay to the terms extent not theretofore paid (the sum of the applicable plan, agreement, or other arrangement shall apply to the same portion of the amount amounts described in clause subclauses (i), (ii) and (iii), 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 the product of (i) two 1.5 and (ii) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Recent Target 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) the Executive shall be entitled to continuation coverage under the Company’s health care plans at the Company’s sole expense for two years after the Executive’s 18-month period following the Date of Termination, or such longer which period as may be provided by the terms of the appropriate plan, program, practice or policy (the “Benefit Continuation Period”), the Company coverage shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those that would have been provided to them in accordance run concurrently 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 respect to other peer executives period of the 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 continuation coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if the Executive becomes re-employed with another employer and is eligible to receive health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 4980B 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) 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 Termination5(a), in the event that the Executive is a “specified employee” within the meaning of Section 409A of the Code (as with such classification to be determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a applicable employer)(a “Specified Employee”), cash amounts that would otherwise be payable and the benefits that would otherwise be provided under this Section 5(a)(15(a) 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 409A Payment Date”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause Cause, Death or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, except as provided in Section 6(f) of this Agreement, the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then 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 clause (iii), 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 the product of (i1) [two or three times, per attached Schedule], and (ii2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and; (Cii) an amount equal to for the sum of the Company or an Affiliated Companyperiod from Executive’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 Date of Termination (or, if more favorable to through December 31 of the Executive, second calendar year following the plans as in effect immediately prior to the Effective Date) that the Executive would receive if the calendar year of Executive’s employment continued for two years after the Date of Termination, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those that which 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)(44(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and their families at a cost to the Affiliated Companies and their families; Executive no greater than the cost the Executive would have paid for such benefits if he had remained employed, provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if the Executive becomes re-employed reemployed with another employer and is eligible to receive health care and life insurance medical or other welfare benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder 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 welfare benefits pursuant to the retiree welfare benefit such plans, practices, programs and policies, the Executive shall be considered to have remained employed until 3 years after the end Date of the Benefit Continuation Period Termination 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; (3iii) 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 his sole discretion, provided that the cost of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (4iv) 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 other amounts or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event that or which the Executive is a “specified employee” within the meaning of Section 409A eligible to receive under any plan, program, policy or practice or contract or agreement of the Code Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a “Specified EmployeeOther Benefits”), 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 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”)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 terminates shall terminate the Executive’s employment other than for Cause Cause, death or Disability or the Executive terminates shall terminate employment for Good Reason: : (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within [30 days days] [for Hong Kong employees: 7 days] after the Date of Termination, Termination the aggregate of the following amounts: : (A) the sum of (i1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) 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 any earned Annual Bonus for in respect of the fiscal year ended immediately preceding the fiscal year in which prior to 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)paid, (ii), (iii3) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such higher amount, the “Highest Annual 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 Termination, and the denominator of which is 365 and (4) any accrued vacation pay, to the extent not theretofore paid (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A sum of the Code to defer any portion of the Annual Bonus amounts described in clause clauses (iii) above, then 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 clause (iii1), (2), (3) and such portion (4) shall not be considered hereinafter referred to as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below”); and and (B) the amount equal to the product of (i1) two and (ii2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest product of (I) the Recent Annual BonusBonus Percentage and (II) the Executive’s Annual Base Salary; and provided that any amount payable to the Executive pursuant to this clause (B) 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 Hong Kong employees: to the extent applicable,] the amount equal to the product of (1) two and (2) an amount equal to the sum of any Company Group contributions allocated to the Executive under (x) the Company or an Affiliated Company’s (as applicable) matching contributions under the Company’s qualified Group tax-favored defined contribution retirement plans and any excess or supplemental defined contribution plans in which applicable to the Executive participates at of the Date of Termination and (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (iy) the Executive’s 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 State Street Corporation Management Supplemental Savings Plan or any such employer contribution is equal to the maximum rate provided under the terms of the applicable plans for the year in which the Date of Termination 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 rate of contribution under the plans for the successor 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 by the terms of the appropriate plan, program, practice or policy (the “Benefit Continuation PeriodSupplemental Savings Plan”), ) for the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 most recent full fiscal 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) 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 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 Employer terminates the Executive’s employment without Cause (other than for Cause as a consequence of the Executive’s death or Disability Disability, which terminations shall be governed by Section 5(c) below), or the Executive 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 this Section 5(a). (A) The Executive shall be paid, in a single lump-sum payment within thirty (30) days after the Executive’s Separation from Service (or any shorter period prescribed by law), the aggregate amount of (1) the Company shall pay to the Executive’s earned but unpaid Base Salary and accrued but unpaid vacation pay, in a lump sum in cash within 30 days after if any, through the Date of Termination, and (2) any unreimbursed business expenses incurred by the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary Executive through the Date of Termination to the extent not theretofore paid, (ii) the Executive’s business expenses that are reimbursable pursuant to under Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii3(b)(vi) above, then 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 clause (iii), 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 the product of (i) 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) except as otherwise set forth in the last sentence of Section 6, to the extent not theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any Other Benefits accrued benefits and other amounts or benefits required to be paid or provided prior to the Date of Termination under any other plan, program, policy, practice, contract or agreement of the Employer and its affiliates according to their terms (the payments and benefits described in this Section 5(a)(i), the “Accrued 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 defined 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 612 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 the terms of the underlying plans or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(15(a)(ii)(D) (and except as which have not otherwise provided in Section 11(g) with respect vested and converted into Units prior 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 shall be payable and the benefits that would otherwise be provided under this Section 5(a)(1) during the six-month period immediately following forfeited as of the Date of Termination Termination): (other than the Accrued Obligationsa) if such termination occurs on or before December 31, 2008, such percentage shall instead be paidequal to 40%; (b) if such termination occurs on or before December 31, with interest 2009, such percentage shall be equal to 60%; (c) if such termination occurs on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(Aor before December 31, 2010, such percentage shall be equal to 80%; and (d) of the Code (“Interest”)if such termination occurs on or after January 1, 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”)2011, such percentage shall be equal to 100%.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the The Company shall pay to the Executive, in a lump sum in cash payment within 30 days after the Date of Termination, the aggregate of the following amounts: (Aa) the The sum of (i1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher average of (I) the Recent Annual Bonus annual cash bonuses payable to the Executive under the bonus programs of the Company and (II) the Annual Bonus paid Affiliated Companies during the period of three years ending on the Effective Date, or payable, including any bonus or portion thereof that has been earned but deferred (and annualized for any fiscal year consisting of less than 12 full months or such shorter period during which the Executive was has been employed by the Company (disregarding for less than 12 full months), for this purpose any deferral of the most recently completed fiscal year during the Employment Period, if payment of any such bonuses) (such higher amount, 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 Termination, and the denominator of which is 365 and (3) any accrued vacation pay, in each case to the extent not theretofore paid (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A sum of the Code to defer any portion of the Annual Bonus amounts described in clause clauses (iii) above1), then 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 clause (iii2), and such portion (3) shall not be considered hereinafter referred to as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below”); , and (Bb) the The amount equal to the product of (i1) two and the Multiple, (ii2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; andAverage Incentive Compensation. (Cii) an amount equal to Unless the sum Date of Termination occurs during the Company or an Affiliated Company’s (as applicable) matching contributions Merger of Equals Period, all benefits accrued through the Date of Termination by the Executive under the Company’s qualified defined contribution plans benefit retirement plan (the “Retirement Plan”) and any excess or supplemental defined contribution plans benefit retirement plan in which the Executive participates at participates, but not under the Xxxx Corporation Supplemental Executive Retirement Plan or any successor plan (the “Excess Plan”), that are not vested as of the Date of Termination (orshall be fully vested and shall be paid in accordance with the payment terms of the applicable plan; provided that, if more favorable 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 occurs during the Merger of Equals Period, the Company shall also pay the Executive, the plans as in effect immediately prior to the Effective Date) that the Executive would receive if the Executive’s employment continued for two years a lump sum cash payment within 30 days after the Date of Termination, assuming for this purpose that (i) the Executive’s 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 an amount equal to the maximum rate provided excess of: (a) The actuarial equivalent of the benefit under the terms of the applicable plans for the year in which the Date of Termination occurs Retirement Plan (or, if more utilizing actuarial assumptions no less favorable to the Executive, or Executive than those in the event that as of the Date of Termination the rate of any such contribution for such year is not determinable, the rate of contribution effect under the plans for the plan year ending Retirement Plan immediately prior to the Effective Date) and (iv) to the extent Excess Plan that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that Executive would have received if the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior employment had continued for three years after the Date of Termination; and, and if all of the Executive’s accrued benefits were fully vested and the Executive’s compensation for each of those three years had been equal to the sum of (I) the Executive’s Annual Base Salary and (II) the average of the annual cash bonuses payable to the Executive under the bonus programs of the Company and the Affiliated Companies during the period of three years ending on the Effective Date, or such shorter period during which the Executive has been employed by the Company (disregarding for this purpose any deferral of the payment of any such bonuses), over (2b) for two years 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. (iii) The Company shall pay the Executive a lump sum cash payment, within 30 days after the Executive’s Date of Termination, or equal to the cost of health coverage for the number of years equal to the Multiple, based on the monthly COBRA cost of such longer period as may be provided by coverage under the terms Company’s health plan pursuant to section 4980B of the appropriate plan, program, practice or policy (the “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 Code 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; andTermination Date. (3iv) the The Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in the Executive’s sole discretion, provided that the cost of such outplacement shall not exceed $25,000; reasonable and provided, further, that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination; andconsistent with industry practice for similarly situated executives. (4v) except as otherwise set forth in the last sentence of Section 6, to To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive with any Other Benefits (as defined in Section 67) in accordance with the terms of the underlying plans or agreementsapplicable plans. Notwithstanding the foregoing provisions of this Section 5(a)(1) and foregoing, 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”payments and benefits under Sections 6(a)(i)(a)(1), amounts that would otherwise be payable 6(a)(i)(a)(3) and the 6(a)(v), all payments and benefits that would otherwise to be provided under this Section 5(a)(1) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations6(a) 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 subject to the Executive’s “separation from service” within execution and non-revocation of a release substantially in the meaning of Section 409A of the Code (the “Delayed Payment Date”).form attached hereto as Exhibit A.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) A. the sum of (i1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that which has been earned but deferred (and annualized for any fiscal year consisting of less than 12 twelve (12) full months or during which the Executive was employed for less than 12 twelve (12) full monthsmonths 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 (such higher amount, amount being referred to as the “Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination Termination, and the denominator of which is 365 and (3) any accrued vacation pay, in each case to the extent not theretofore paid (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A sum of the Code to defer any portion of the Annual Bonus amounts described in clause clauses (iii) above1), then 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 clause (iii2), and such portion (3) shall not be considered hereinafter referred to as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below”); and (B) B. the amount equal to the product of (i1) two three and (ii2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and (C) C. an amount equal to the sum excess of (a) the actuarial equivalent of the Company or an Affiliated Company’s (as applicable) matching contributions benefit under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which benefit retirement plan (the Executive participates at of the Date of Termination “Retirement Plan”) (or, if more utilizing actuarial assumptions no less favorable to the Executive, the plans as Executive than those in effect 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”) that which the Executive would receive if the Executive’s employment continued for two three years after the Date of Termination, Termination assuming for this purpose that (ix) the Executive’s all accrued benefits under such plans are fully vested, (iiy) 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 two three years is that required by Sections 3(b)(1Section 4(b)(i) and 3(b)(2Section 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), (iiiif 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 rate Date of any such employer contribution is equal Termination; provided, that to the maximum 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 under the terms for in Section 7872(f)(2)(A) of the applicable plans for Code (“Interest”), on the first business day after the date that is six (6) months following the Executive’s “separation from service” within the meaning of Section 409A of the Code. (ii) from the Executive’s Date of Termination until the last day of the second calendar year following the year in which the Date Executive’s “separation from service” within the meaning of Termination occurs (or, if more favorable to the Executive, or in the event that as Section 409A of the Date of Termination the rate of any such contribution for such year is not determinable, the rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 Code occurs (the “Benefit Continuation Period”), the Company shall provide health care and life insurance continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those that which 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)(44(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 Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies its affiliated companies and their families; , provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if the Executive becomes re-employed reemployed with another employer and is eligible to receive health care and life insurance medical or other welfare benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder 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 welfare benefits pursuant to the retiree welfare benefit such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the end Date of the Benefit Continuation Period Termination and to have retired on the last day of such period, and the Company shall take such actions as are necessary . The Executive’s entitlement to cause the Executive to be eligible to commence in the applicable retiree welfare benefit plans as COBRA continuation coverage under Section 4980B of the applicable benefit commencement date. In order to comply with Section 409A Code (“COBRA Coverage”) shall not be offset by the provision of the Code, (i) the amount of life insurance benefits that the Company is obligated to provide under this Section 5(a)(26(a)(ii) in any given calendar year and the period of COBRA Coverage shall not affect commence at the amount end 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; andBenefit Continuation Period; (3iii) 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 his sole discretion, provided that the cost of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (4iv) 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 other amounts or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event that or which the Executive is a “specified employee” within the meaning of Section 409A eligible to receive under any plan, program, policy or practice or contract or agreement of the Code Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to 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 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 DateOther Benefits”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s 's employment other than for Cause Cause, death or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) Subject to Section 9 hereof, the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, Termination the aggregate of the following amounts: (A) the : [a] The sum of ([i) ] the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, ([ii) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to ] the product of (x) the higher of (I) the Recent Average Annual Bonus and (II) the Recent Annual Bonus paid or payable, including any bonus if any, which amount shall be calculated in accordance with section 4(b)(ii) above except that the five or portion thereof that has been earned but deferred (and annualized for any fiscal one year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months)period, for as applicable, shall end with the most recently completed fiscal year during prior to the Employment Period, if any Date of Termination (such higher amount, amount being referred to as the “"Highest Annual Bonus”) "), and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination Termination, and the denominator of which is 365 (the “Pro Rata Bonus”); providedand [iii] any accrued vacation pay, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then such deferral election, and the terms of the applicable plan, agreement, or other arrangement shall apply each case to the same portion of the amount described in clause extent not theretofore paid (iii), 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 the product of (i) 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 (amounts described in clauses [i], [ii] and [iii] shall be hereinafter referred to as applicablethe "Accrued Obligations") 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 Date of Termination (or, if more favorable subject to the Executive, the plans as in effect 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, assuming for this purpose that ordinary tax withholding and all required deductions; and [b] The amount equal to: (i) the three (3) years of Executive’s 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 the year in which the Date of Termination occurs (or, if more favorable to the Executive, or in the event that 's Annual Base Salary as of the Date of Termination plus (ii) the rate of any such contribution for such year is not determinableHighest Annual Bonus, the rate of contribution under the plans for the plan year ending immediately prior subject to the Effective Date) ordinary tax withholding 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 Terminationall required deductions; and (2ii) for two For a period of three (3) years after the Executive’s Date 's Dates of Termination, or Termination (such longer period of time is referred to herein as may be provided by the terms of the appropriate plan, program, practice or policy (the “"Benefit Continuation Period”"), the Company shall provide health care and life insurance benefits 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 and/or the Executive’s family at least equal tofirst timely elects to continue such coverage under COBRA, and at the same after-tax cost subject to the any federal COBRA premium subsidies (if any) for which Executive and/or the Executive’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 respect to other peer executives of the Company and the Affiliated Companies and their familiesmay be eligible; provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if the Executive becomes re-employed reemployed with another employer and is eligible to receive health care and life insurance medical or other welfare benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility Additionally, during the Benefit Period, the Company will also continue Employee's life insurance and disability coverage and other benefits (but not other than the time of commencement of benefitsmedical and other welfare benefits covered by the foregoing sentence) of under the Executive for retiree welfare 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 retiree welfare benefit plans, the Executive shall be considered to have remained employed until the end Date 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; andTermination. (3iii) the The Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in the Executive’s his sole discretion, provided that the cost of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (4iv) except as otherwise set forth in the last sentence of Section 6, to 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 other amounts or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event that or which the Executive is a “specified employee” within the meaning of Section 409A eligible to receive under any plan, program, policy or practice or contract or agreement of the Code Company and its affiliated 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 determined the "Other Benefits"). (v) To the extent not otherwise vested, the Executive shall immediately vest in accordance with the methodology established any compensation previously deferred by the Company as in effect on the Date of Termination) Executive (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 than the Accrued Obligations) shall instead be paid, together with any accrued 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”earnings thereon).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s 's employment other than for Cause Cause, death or Disability or the Executive terminates employment for Good Reason: (1) the Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of Terminationcash, the aggregate of the following amounts: (A) the sum of (i) the Executive’s 's Annual Base Salary and any accrued vacation pay through the Date of Termination to the extent not theretofore paidTermination, (ii) 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 's Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, occurs if such bonus has not been determined but not paid as of the Date of Termination; , and (iviii) any accrued vacation pay 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 not theretofore paid 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 (ii), i) or clause (iii) and above, then for all purposes of this Section 5 (ivincluding, 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 be considered as part of the "Accrued Obligations”" but shall instead be an "Other Benefit" (as defined below); (B) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then 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 clause (iii), 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 the product of (i) two and (ii) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus365; and (C) an amount equal to two and one-half times 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i1) the Executive’s benefits under such plans are fully vested's Annual Base Salary, (ii2) the Executive’s compensation in each Highest Annual Bonus and (3) the Company's contribution on behalf 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 Executive to the maximum rate provided under the terms of the applicable plans Company's Profit Sharing Retirement Plan (or successor plan) for the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior plan year during which the Date of Termination; andTermination occurs; (2) for two years eighteen months after the Executive’s 's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive's "separation from service" within the meaning of section 409A (the “applicable period hereinafter referred to as the "Benefit Continuation Period”"), the Company shall provide health care and life insurance continue benefits to the Executive and/or the Executive’s 's family at least equal to, and at the same after-tax same cost to the Executive and/or the Executive’s '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 '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 the Affiliated Companies and their families; provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if the Executive becomes re-employed reemployed with another employer and is eligible to receive health care and life insurance such benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder 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 welfare benefits pursuant to the retiree welfare benefit 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 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) 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). The Company shall pay any amounts required by Section 5(a)(1)(C) in accordance with a lump sum in cash, and commence the terms benefits required by Section 5(a)(2), on the sixtieth (60th) day following the Date of Termination provided that Executive signs a Separation and Release Agreement ("Release") in favor of the underlying plans Company and its affiliates in the form attached hereto as Exhibit A and the revocation period provided for in such Release expires prior to the sixty (60) day period following the Date of Termination. The Company shall pay or agreementsprovide any amounts or benefits required by Section 5(a)(1)(A) and (B) in a lump sum on the thirtieth (30th) day following the Date of Termination. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise provided 5(a), to the extent required in Section 11(g) order to comply 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”)Code, cash amounts that would otherwise be payable and the benefits that would otherwise be provided under this Section 5(a)(15(a) 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 “'s "separation from service” " within the meaning of Section 409A of the Code (the “Delayed Payment Date”)Code.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Protected Period, the Company terminates shall terminate the Executive’s employment other than for Cause Cause, Death or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date Executive’s “separation from service” (“Separation from Service”) within the meaning of TerminationSection 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) A. the sum of (i1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (ii2) any compensation previously deferred by the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5Executive (together with any accrued interest or earnings thereon) but have only to the extent that such deferred compensation is “grandfathered” under and not been reimbursed by subject to the Company as rules of Section 409A and the Date payment of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occursunder this provision would not cause such deferred compensation to lose its “grandfathered” status, if such bonus has been determined but not paid as of the Date of Termination; (iv) and any accrued vacation pay pay, in each case to the extent not theretofore paid (the sum of the amounts described in subclauses clauses (i), (ii), (iii1) and (iv), 2) shall be hereinafter referred to as the “Accrued Obligations”); B. subject to Section 6(e) and (v) an amount equal to of this Agreement, the product of (x) the higher average of (I) the Recent Annual Bonus and (II) the Annual Bonus Executive’s annual bonuses paid or payablepayable under the Company’s annual incentive plan, including or any comparable bonus under any predecessor or portion thereof successor plan, for the last three full fiscal years prior to the Date of Termination (annualized in the event that has been earned but deferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive was not employed by the Company for less than 12 full monthsthe whole of any such fiscal year), for the most recently completed fiscal year during the Employment Period, if any (such higher amount, the “Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days completed months in the current fiscal year through prior to the Date of Termination Termination, and the denominator of which is 365 (the “Pro Rata Bonus”)12; provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement and C. subject to Section 409A 6(e) of the Code to defer any portion of the Annual Bonus described in clause (iii) abovethis Agreement, then 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 clause (iii), 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 the product of (i1) two and (ii2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Executive’s target Annual Bonus; and (C) an amount equal to the sum of the Company or an Affiliated Company’s (as applicable) matching contributions Bonus payable under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans annual incentive plan in which the Executive participates at of the Date of Termination (or, if more favorable effect with respect to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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 the fiscal year in which the Date Change of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; andControl occurs. (2ii) subject to Section 6(e) of this Agreement, for 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 “Benefit Benefits Continuation Period”), the Company shall provide health care and life insurance continue benefits specified on Exhibit 1 to this Agreement to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those that which 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)(44(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies its affiliated companies and their families; , provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if the Executive becomes re-employed reemployed with another employer and is eligible to receive health care and life insurance medical or other welfare benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder described herein shall be secondary to those provided under such other plan during such applicable period of eligibilityeligibility and provided further that if such coverage is provided under a Company sponsored self-insured plan, it will be provided on an after-tax basis and the Executive will have income imputed to him or her annually equal to the fair market value of the Company-paid premium coverage. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree welfare benefits pursuant to the retiree welfare benefit such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two years after the end Date of the Benefit Continuation Period Termination and to have retired on the last day of such period. Notwithstanding the foregoing, and 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 shall take such actions as are necessary to cause and in no event later than the Executive to be eligible to commence in the applicable retiree welfare benefit plans as end of the applicable benefit commencement date. In order to comply with Section 409A of year following the Codeyear in which the underlying expense is incurred, (iB) any such benefit provided by the Company in any year will not be affected by 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 benefit provided in any other calendar 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 (iiC) under no circumstances will the Executive’s right 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 provide determines that providing such benefits may not be liquidated or exchanged for any other benefit; andwould constitute impermissible discrimination in favor of highly compensated individuals under the Patient Protection and Affordable Care Act; (3iii) the Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services the scope and provider of which shall be selected by the Executive in the Executive’s his or her sole discretion; provided, provided however, that the cost amount of such outplacement services provided to the Executive by the Company pursuant to this Section 6(a)(iii) shall not exceed $25,000; and provided, further, that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination75,000; and (4iv) except as otherwise set forth in the last sentence subject to Section 6(e) of Section 6this 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 (as defined in Benefits”). Notwithstanding the foregoing, any compensation previously deferred by the Executive that is subject to Section 6) 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 underlying plans plan or agreements. Notwithstanding arrangement under which 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 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”)compensation was deferred.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company Cadence terminates the Executive’s employment without Cause and other than for Cause by reason of the Executive’s death or Disability Disability, or the Executive terminates resigns the Executive’s employment for with Good Reason, Cadence shall, except as otherwise required by law or provided below, pay or provide to the Executive the following: (1i) the Company shall pay to the Executive, in a lump sum in cash within 30 days after (A) as soon as reasonably practicable following the Date of Termination, the aggregate a lump sum cash payment consisting of the following amounts: (A) the sum of (i) the Executive’s any accrued Annual Base Salary and unused vacation accrued through the Date of Termination Termination, to the extent such Annual Base Salary and vacation has not theretofore paid, (ii) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not already 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 Executive (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), 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 (v) an amount equal awarded by the Company Board or the Bank Board for a completed fiscal year but not then paid to the product 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; (xC) if such termination or resignation occurs other than as provided in clause (D) below, in the higher form of a cash payment payable in 12 equal monthly installments beginning on the date specified in Section 6(f) of this Agreement, the sum of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then 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 clause (iii), 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 the product of (i) 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect immediately prior to the Effective Date) that the Executive would receive if the Executive’s employment continued for two years after the Date of TerminationTermination (disregarding any reduction, assuming for this purpose that if any, constituting Good Reason) plus (iII) the Executive’s 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 Target Incentive Payment for the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) occurs; 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 by the terms of the appropriate plan, program, practice or policy (the “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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)(4D) if the Executive’s employment had not been terminated orsuch termination or resignation occurs on or within 24 months following a Change in Control, if more favorable a lump sum cash payment in an amount equal to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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, (iI) the amount product of life insurance benefits that (x) two multiplied by (y) the Company is obligated to provide under this Section 5(a)(2) in any given calendar year shall not affect the amount sum of such benefits that the Company is obligated to pay in any other calendar year, and (ii1) the Executive’s right Annual Base Salary plus (2) the Target Incentive Payment for the year in which the termination occurs, less (II) the amount, if any, of the Change in Control Payment paid to have the Company provide such benefits may not be liquidated or exchanged for any other benefit; andExecutive pursuant to Section 4(g) of this Agreement; (3ii) 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 second calendar year that begins after the Date of Termination; and (4) except as otherwise set forth in the last sentence of Section 6, 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, practice, contract, or agreement of Cadence and the Affiliated Entities through the Date of Termination, and 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 Benefits and Expenses”); (as defined in 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 6) in accordance with the terms 4980B of the underlying plans or agreements. Notwithstanding Code, less the foregoing provisions amount that the Executive would be required to contribute for such health coverage if the Executive were an active employee of this Section 5(a)(1) and except as otherwise the Company; provided in Section 11(g) with respect to an Anticipatory Termination, in the event that the Executive is eligible for and timely elects COBRA continuation coverage; and (iv) for 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 12-month period following the Date of Termination) (, Cadence shall purchase a “Specified Employee”), amounts term life insurance policy that provides the Executive with substantially the same life insurance benefit that the Executive would otherwise be payable and have received had the benefits that would otherwise be provided under this Section 5(a)(1) Executive remained employed by the Company during the sixsuch 12-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead period; provided that such policy can be paid, with interest on any delayed payment purchased 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”)standard rates.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company Employer terminates the Executive’s employment without Cause (other than for Cause as a consequence of the Executive’s death or Disability Disability, which terminations shall be governed by Section 5(c) below), or the Executive 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 this Section 5(a). (A) The Executive shall be paid, in a single lump-sum payment within thirty (30) days after the Executive’s Separation from Service (or any shorter period prescribed by law), the aggregate amount of (1) the Company shall pay to the Executive’s earned but unpaid Base Salary and accrued but unpaid vacation pay, in a lump sum in cash within 30 days after if any, through the Date of Termination, and (2) any unreimbursed business expenses incurred by the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary Executive through the Date of Termination to the extent not theretofore paid, (ii) the Executive’s business expenses that are reimbursable pursuant to under Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii3(b)(vi) above, then 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 clause (iii), 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 the product of (i) 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) except as otherwise set forth in the last sentence of Section 6, to the extent not theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any Other Benefits accrued benefits and other amounts or benefits required to be paid or provided prior to the Date of Termination under any other plan, program, policy, practice, contract or agreement of the Employer and its affiliates according to their terms (the payments and benefits described in this Section 5(a)(i), the “Accrued 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 defined 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 612 below, the Executive shall be entitled to receive the following payments and benefits (the “Severance”): (A) A payment equal to 1.5 times the sum of (1) the Executive’s Base Salary as in accordance with effect immediately prior to the terms Date of Termination, plus (2) the average of the underlying plans Executive’s Annual Bonuses earned (including any amounts deferred) during the two years immediately preceding the Date of Termination (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 has not been employed for two years, then the meaning of Section 409A average of the Annual Bonus earned for the first year (if completed) and the forecasted bonus for the current year based on performance parameters as described in Section 3(b)(ii) hereof through the Date of Termination, extrapolated through the end of such year) (in either case, 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 eighteen 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 determined 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 Peer Executives 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 the methodology established by the Company as in effect on this Section 5(a)(ii)(D) (and which have not otherwise vested and converted into Units prior to the Date of Termination) (a “Specified Employee”), amounts that would otherwise shall be payable and the benefits that would otherwise be provided under this Section 5(a)(1) during the six-month period immediately following forfeited as of the Date of Termination Termination): (other than the Accrued Obligationsa) if such termination occurs on or before December 31, 2008, such percentage shall instead be paidequal to 40%; (b) if such termination occurs on or before December 31, with interest 2009, such percentage shall be equal to 60%; (c) if such termination occurs on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(Aor before December 31, 2010, such percentage shall be equal to 80%; and (d) of the Code (“Interest”)if such termination occurs on or after January 1, 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”)2011, such percentage shall be equal to 100%.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s 's employment other than for either Cause or Disability or the Executive terminates shall terminate his employment for Good Reason, and the termination of the Executive's employment in any case is not due to his death or Disability: (1i) the The Company shall pay to the Executive, Executive in a lump sum in cash within 30 ten days after the Date of Termination, Termination the aggregate of the following amounts: : (A1) the sum of (i) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paidpaid and any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay ("Accrued Obligations"); (2) the sum of two times the Executive's then current Annual Base Salary; and (3) any amount arising from Executive's participation in, or benefits under, any Investment Plans ("Accrued Investments"), which amounts shall be payable in accordance with the terms and conditions of such Investment Plans. (ii) At the Executive’s business expenses that are reimbursable 's election, the Company shall reimburse Executive for, or pay on behalf of Executive, the cost of the monthly premiums paid by or allocable to Executive for medical and dental insurance coverage for Executive pursuant to the continuation coverage requirements of Section 3(b)(54980B(f) but have not been reimbursed by of the Internal Revenue Code of 1986, as amended (the "Code"). The consideration payable to Executive under this subsection (a)(ii) shall continue until the earlier of (A) the date which is 18 months after the Date of Termination, or, if shorter, until the end of the maximum required period for which continuation coverage is required to be offered under Code Section 4980B(f)(2)(B), or (B) the date Executive has commenced new employment and has thereby become eligible for comparable medical benefits. (iii) Notwithstanding the terms or conditions of any Executive Option or any similar stock option, stock appreciation right or similar agreements between the Company and the Executive, the Executive shall vest, as of the Date of Termination; , in all rights under such agreements (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occursi.e., if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof Executive Options that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then 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 clause (iii), 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 the product of (i) 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect immediately prior to the Effective Date) that the Executive would receive if the Executive’s employment continued for two years otherwise vest after the Date of Termination, assuming for this purpose that (i) excluding the Executive’s 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 the year in which the Date of Termination 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 determinableWarrants, the rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) vesting 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 by the terms of the appropriate plan, program, practice or policy (the “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 (3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider exercisability of which shall be selected by subject to the Executive in express terms of the Executive’s sole discretion, provided that Warrants) and thereafter shall be permitted to exercise any and all such rights until the cost earlier to occur of (x) the expiration of such outplacement shall not exceed $25,000; and providedExecutive Option, furtherstock option, that such outplacement benefits shall end not later than stock appreciation right or similar agreement pursuant to its terms or (y) 5:00 p.m., Dallas, Texas time, on the last 90th day of the second calendar year that begins after the Date of Termination; and (4) except as otherwise set forth in the last sentence of Section 6, to the extent not theretofore paid or provided, however, 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 clause (iii) of this Section 5(a)(14(a) and except as otherwise provided in Section 11(g) with respect shall not apply to an Anticipatory Termination, in the event that the Executive is a “specified employee” within the meaning of Section 409A termination of the Code (as determined in accordance with Executive's employment during the methodology established Employment Period that is made by the Company as in effect on the Date of Termination) (pursuant to 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 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”)Board Determination.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause Cause, death or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, 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) A. the sum of (i1) the Executive’s accrued Annual Base Salary and any accrued vacation pay through the Date of Termination to the extent not theretofore paidTermination, (ii2) 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; Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, and (iii3) the Executive’s Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, 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 Termination (the sum of the amounts described in subclauses clauses (i1) through (3), (ii), (iii) and (iv), shall be hereinafter referred to as the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then 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 clause (iii), 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 greater of (B1) $20 million, and (2) the amount equal to the product of (iA) two and three times (iiB) 90% of the sum of the Initial CEO’s (x) the Executive’s Annual Base Salary base salary and (y) average cash bonus paid or payable (including any cash bonus amounts deferred at the Highest Annual Bonus; and (C) an amount equal to the sum election of the Company or an Affiliated Company’s (as applicableInitial CEO) matching contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates at respect of the Date of Termination (or, if more favorable to the Executive, the plans as in effect immediately three fiscal years prior to the Effective Date) that the Executive would receive if the Executive’s employment continued for two years after the Date of Termination, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (ii) any equity-based awards granted to the Executive shall vest and become free of restrictions immediately, any stock options granted to the Executive shall be exercisable for the longer of (1) any period specified in any award agreement or plan governing such stock option or (2) for two the shorter of (x) five years after the Executive’s Date of Termination or (y) the remainder of their original full term, and all restrictive covenants in any plans or agreements governing such equity-based compensation awards shall be of no further force and effect; and (iii) for the three-year period following the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy (the “Benefit Continuation Period”), the Company shall continue to provide health care medical and life insurance dental benefits to the Executive and/or and his eligible dependents as if the Executive’s family at least equal toExecutive remained an active employee of the Company, and at the same after-tax cost to the Executive and/or and his eligible dependents shall be eligible to participate in the ExecutiveCompany’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 post-retirement welfare 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 programs in effect generally at any time thereafter with respect to other peer for senior executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits provided hereunder shall be secondary to those provided under such other plan during such collectively “Medical Benefits”). The applicable period of eligibility. For purposes health benefit continuation under the Consolidated Omnibus Budget Reconciliation Act of determining eligibility 1985 (but not the time of commencement of benefits“COBRA”) 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 begin 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 (3) 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 second calendar year that begins after the Date of Termination; and (4iv) 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 other amounts or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event that or which the Executive is a “specified employee” within the meaning of Section 409A eligible to receive under any plan, program, policy or practice or contract or agreement 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 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. In the event of the Executive’s termination during the Employment Period by the Company other than for Cause or Disability 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 Schedule B. The payments and provision of benefits to the Executive required by Section 5(a) (other than the Accrued ObligationsObligations and Other Benefits) 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 conditioned upon the Executive’s “separation from service” within delivery (and non-revocation prior to the meaning of Section 409A expiration of the Code (revocation period contained in the “Delayed Payment Date”)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.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, Termination the aggregate of the following amounts: (A) A. the sum of (i1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus for the full fiscal year in which the Date of Termination occurs, determined based on actual individual and corporate performance through the Date of Termination, and (II) the Recent Annual Bonus paid or payable, including any bonus or portion thereof (provided that has been earned but deferred this clause (and annualized for any fiscal year consisting of less than 12 full months or during which II) shall not apply if a Change in Control does not occur before the Executive was employed for less than 12 full months), payment date for the most recently completed fiscal year during the Employment Period, if any (such higher amount, the “Highest Annual Bonus”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 Termination, and the denominator of which is 365 365, to the extent not theretofore paid and (3) any accrued vacation pay, in each case to the extent not theretofore paid (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A sum of the Code to defer any portion of the Annual Bonus amounts described in clause clauses (iii) above1), then 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 clause (iii2), and such portion (3) shall not be considered hereinafter referred to as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below”); and (B) B. the amount equal to the product of (i1) two three and (ii2) the sum of (x) the Executive’s Annual Base Salary and Salary, (y) the Highest 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 (C) C. an amount equal to the sum of additional Company matching and profit sharing contributions that would have been made on the Company or an Affiliated CompanyExecutive’s (as applicable) matching contributions under behalf in the Company’s qualified defined contribution plans 401(k) and Profit Sharing Retirement Plan or any excess or supplemental defined contribution plans in which successor plan (the Executive participates at of “ Retirement Plan”) (assuming continued participation on the Date of Termination (or, if more favorable to the Executive, the plans same basis as in effect immediately prior to the Effective Date), plus the additional amount of any benefit the Executive would have accrued under any other excess or supplemental retirement plan in which the Executive participates (together, the “SERP”) that as a result of contribution limitations in the Retirement Plan, which the Executive would receive if the Executive’s employment continued for two three years after the Date of Termination, assuming for this purpose that (i) the Executive’s benefits under such plans are fully vested, (ii) the Executive’s compensation in each of the two three years is that required by Sections 3(b)(1Section 4(b)(i) and 3(b)(2), (iiiSection 4(b)(ii) and that the rate of any such employer contribution is equal Company’s matching and profit sharing contributions are determined pursuant to the maximum rate provided under the terms applicable provisions of the applicable plans for Retirement Plan and the year SERP, as in which effect during the Date of Termination 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 rate of contribution under the plans for the plan year ending 12-month period immediately prior to the Effective Date) , and (iv) that the profit sharing contributions are not less than the contribution percentage in effect for the completed fiscal year immediately prior 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; andEffective Date. (2ii) for two 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 “Benefit Continuation Period”)policy, the Company shall provide health care and life insurance continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those that which 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)(44(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 the Affiliated Companies its affiliated companies and their families, subject to the payment requirements of paragraph (viii), below; provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if the Executive becomes re-employed reemployed with another employer and is eligible to receive health care and life insurance medical or other welfare benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder 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 welfare benefits pursuant to the retiree welfare benefit such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the end Date of the Benefit Continuation Period Termination 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 (3iii) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide to the Executive and/or the Executive’s family fringe benefits at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(vii) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in 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; 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, such purchase must occur no later than the 15th day of the third month following the end of the Executive’s taxable year in which the Date of Termination occurs); and (v) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in the Executive’s his sole discretion, provided that the aggregate cost of such outplacement services shall not exceed $25,000; 50,000, and provided, further, provided that (A) such outplacement benefits expense shall end not be incurred later than the last day of the second calendar taxable year that begins after 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 (4vi) except as otherwise set forth amounts credited to the Executive’s account under the Executive Deferred Compensation Plan shall be paid in the last sentence of Section 6, 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 Benefits (as defined in Section 6) in accordance with the terms of the underlying plans other amounts or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event that or which the Executive is a 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 “specified employee” within Other Benefits”), subject to the meaning 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”), the following rules shall apply: A. any Specified Benefit that would otherwise be paid in the first six months following the Date of Termination shall instead be paid in the seventh month following the Date of Termination, except as provided below; B. the six-month delay in A., above, shall not apply to any Specified Benefit that is required to be paid no later than the 15th day of the third month following the end of the Executive’s taxable year in which the Date of Termination occurs, and, for purposes of Section 409A of the Code (as determined Code, any Specified Benefits required to be paid no later than the 15th day of the third month following the end of the Executive’s taxable year in accordance with the methodology established by the Company as in effect on which the Date of Termination) (a “Termination occurs are considered to be separate payments from all other Specified Employee”), amounts that would otherwise be payable and the benefits that would otherwise be provided under this Section 5(a)(1) during Benefits; C. the six-month period immediately following delay in A., above, shall not apply to any Specified Benefits that are (1) reimbursements or in-kind benefits that 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) Executive could otherwise deduct as business expenses under Sections 162 or 167 of the Code (“Interest”), disregarding limitations based on adjusted gross income) or provided (2) reimbursements of medical expenses that meet the following requirements: (x) 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 first business day after the date that is six months following the Executive’s “separation from service” within behalf); (y) the meaning of expenses would be allowable as a deduction to the Executive under Section 409A 213 of the Code (disregarding the “Delayed Payment Date”requirement that the deduction under that section apply only to expenses that exceed 7.5% of adjusted gross income); and (z) the expenses are not reimbursed from a source other than the Company; and D. the six-month delay in A. above, shall not apply to the extent that any Specified Benefit that (1) is due only upon an involuntary termination (as defined in Treas. Reg. § 1.409A-1(n)), that (2) would otherwise be subject to the delay (after taking into account B and C, above), and that (3) when combined with all other such payments, falls below the amount specified in Treas. Reg. § 1.409A-1(b)(9)(iii)(A) (generally the lesser of two times the Executive’s average pay or two times the compensation limit in Section 401(a)(17) of the Code).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates Parent shall terminate the Executive’s employment other than for Cause Cause, death or Disability or the Executive terminates shall terminate employment for Good Reason, provided that Executive executes a general release of claims in form and substance satisfactory to the Parent and does not revoked such release as permitted under the terms of such release: (1i) the Company Parent shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, Termination (or such later date as may be required to comply with the provisions of Section 409A of the Code) the aggregate of the following amounts: (A) A. the sum of (i1) the Executive’s accrued but unpaid Annual Base Salary and any accrued but unpaid vacation pay through the Date of Termination to the extent not theretofore paidTermination, (ii2) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company Parent as of the Date of Termination; Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Parent policy, and (iii3) the Executive’s Annual Bonus payable for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, 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 Termination (the sum of the amounts described in subclauses clauses (i1) through (3), (ii), (iii) and (iv), shall be hereinafter referred to as the “Accrued Obligations”) and (v) an amount equal to ); and B. the product of (x1) the higher of (I) the Recent Annual Reference Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such higher amount, 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 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then 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 clause (iii), 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 C. the product of (i) two and (ii1) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual BonusReference Bonus and (2) a fraction, the numerator of which is the number of days from the Date of Termination through the Scheduled Expiration Date and the denominator of which is 1095; and (Cii) an amount equal any equity-based awards granted to the sum of the Company or an Affiliated Company’s (as applicable) matching contributions under the Company’s qualified defined contribution plans Executive and any excess or supplemental defined contribution plans in which the Executive participates at of the Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination occurs (or, if more favorable to the Executive, or in the event that outstanding as of the Date of Termination shall vest and, subject to Section 9(d), become free of restrictions immediately, any stock options granted to the rate Executive and outstanding as of the Date of Termination shall be exercisable for the remainder of their term, without regard to any such contribution for such year is not determinableprovisions relating to earlier termination of the stock options based on termination of employment (the “Equity Benefits”); (iii) the Parent shall provide to the Executive and/or his spouse, as applicable, the rate Retiree Medical Benefits and the Life Insurance Benefits; (iv) commencing on the third anniversary of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) , the Parent shall provide to the extent that Executive 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 TerminationSERP Benefits; and (2v) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) except as otherwise set forth in the last sentence of Section 6, to the extent not theretofore paid or provided, the Company Parent 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 other amounts or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise accrued benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event that or which the Executive is a “specified employee” within the meaning of Section 409A eligible to receive under any plan, program, policy or practice or contract or agreement 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 Parent and the benefits that would otherwise be provided under this Section 5(a)(1) during the six-month period immediately following its affiliated companies through the Date of Termination (such other than the Accrued Obligations) amounts and benefits 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 (hereinafter referred to as the “Delayed Payment DateOther Benefits”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company Employer terminates the Executive’s employment without Cause (other than for Cause as a consequence of the Executive’s death or Disability Disability, which terminations shall be governed by Section 5(c) below), or the Executive 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 this Section 5(a). (A) The Executive shall be paid, in a single lump-sum payment within thirty (30) days after the Executive’s Separation from Service (or any shorter period prescribed by law), the aggregate amount of (1) the Company shall pay to the Executive’s earned but unpaid Base Salary and accrued but unpaid vacation pay, in a lump sum in cash within 30 days after if any, through the Date of Termination, and (2) any unreimbursed business expenses incurred by the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary Executive through the Date of Termination to the extent not theretofore paid, (ii) the Executive’s business expenses that are reimbursable pursuant to under Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii3(b)(vi) above, then 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 clause (iii), 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 the product of (i) 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 (3) 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 second calendar year that begins after the Date of Termination; and (4) except as otherwise set forth in the last sentence of Section 6, to the extent not theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any Other Benefits accrued benefits and other amounts or benefits required to be paid or provided prior to the Date of Termination under any other plan, program, policy, practice, contract or agreement of the Employer and its affiliates according to their terms (the payments and benefits described in this Section 5(a)(i), the “Accrued 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 defined 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 612 below, the Executive shall be entitled to receive the following payments and benefits (the “Severance”): (A) A payment equal to 1.5 times the sum of (1) the Executive’s Base Salary as in accordance with effect immediately prior to the terms Date of Termination, plus (2) the average of the underlying plans Executive’s Annual Bonuses earned (including any amounts deferred) during the two years immediately preceding the Date of Termination (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 has not been employed for two full bonus years, then the meaning of Section 409A average of the Annual Bonus earned for the first year (if completed) and the forecasted bonus for the current year based on performance parameters as described in Section 3(b)(ii) hereof through the Date of Termination, extrapolated through the end of such year) (in either case, 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 eighteen 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 determined 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 Peer Executives 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 the methodology established by the Company as in effect on this Section 5(a)(ii)(D) (and which have not otherwise vested and converted into Units prior to the Date of Termination) (a “Specified Employee”), amounts that would otherwise shall be payable and the benefits that would otherwise be provided under this Section 5(a)(1) during the six-month period immediately following forfeited as of the Date of Termination Termination): (other than the Accrued Obligationsa) if such termination occurs on or before December 31, 2008, such percentage shall instead be paidequal to 40%; (b) if such termination occurs on or before December 31, with interest 2009, such percentage shall be equal to 60%; (c) if such termination occurs on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(Aor before December 31, 2010, such percentage shall be equal to 80%; and (d) of the Code (“Interest”)if such termination occurs on or after January 1, 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”)2011, such percentage shall be equal to 100%.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Post-CIC Period, the Company terminates the Executiveshall terminate Associate’s employment other than for Cause or Disability or the Executive terminates Associate shall terminate employment for Good Reason:, then in consideration for services rendered by Associate prior to the Date of Termination and for Associate’s continued compliance with the covenants contained in Section 5 of the Employment Agreement (the “Restrictive Covenants”): (1i) the Company shall pay to Associate the Executive, following amounts: A. in a lump sum in cash within 30 days after the Date of Termination, or such later payment date as may be required by Section 12 hereof, the aggregate of the following amounts: (A) the sum of (i1) the ExecutiveAssociate’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Target Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 365 365, and (3) any accrued vacation pay to the extent not theretofore paid (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A sum of the Code to defer any portion of the Annual Bonus amounts described in clause clauses (iii) above, then 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 clause (iii1), (2) and such portion (3) shall not be considered referred to as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below”); and (B) B. the amount equal to the product of one (i1.0) two and (ii) times the sum of (x) the ExecutiveAssociate’s Annual Base Salary and Target Bonus (ythe “Severance Payment”), which amount shall be payable in equal monthly installments over the twelve (12) 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 months immediately following the Date of Termination (oror such other schedule as may be required by Section 12 hereof; provided, however, that if more favorable to the Executive, the plans as in effect immediately prior to the Effective Date) that the Executive would receive if the Executive’s employment continued for two years at any time after the Date of Termination, assuming for this purpose that (i) Associate shall be found to be in violation of the Executive’s benefits under such plans are fully vestedRestrictive Covenants, the Company may, in it sole discretion and in addition to any other remedies available to it at law or in equity, cease to pay any unpaid portion of the Severance Payment; and (ii) the Executive’s compensation in each of the two years is that required by Sections 3(b)(1Company shall continue to provide at its cost, for twelve (12) 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 the year in which months after the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for two years after the Executive’s Date of Termination“Welfare Benefits Continuation Period”), or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy (the “Benefit Continuation Period”)policy, the Company shall provide any group health care and life insurance benefits to the Executive which Associate and/or the ExecutiveAssociate’s family at least equal toeligible dependents would otherwise be entitled to continue under COBRA, and at the same after-tax cost or benefits substantially equivalent to the Executive and/or the Executive’s family, as those that group health benefits which 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 Welfare Plans described in Section 3(b)(44(b)(iv) of this Addendum if the ExecutiveAssociate’s employment had not been terminated orterminated, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the 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 thereofi) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if the Executive Associate becomes re-employed with another employer (including self-employment) and is eligible to receive receives group health care and life insurance benefits under another employer-employer provided plan, the Company’s obligation to provide group health care and life insurance benefits provided hereunder described shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility , except as otherwise provided by law; (but not ii) that the time of commencement of benefitsWelfare Benefits Continuation Period shall run concurrently with any period for which Associate is eligible to elect health coverage under COBRA; (iii) of during the Executive for retiree welfare benefits pursuant to the retiree welfare benefit plansWelfare Benefits Continuation Period, 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) provided in any given one calendar year shall not affect the amount of such benefits that the Company is obligated to pay be provided in any other calendar year, ; (iv) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iiv) the ExecutiveAssociate’s right rights pursuant to have the Company provide such benefits may this Section 6(a)(ii) shall not be liquidated subject to liquidation or exchanged exchange for any other another benefit.; and (3iii) the all of Associate’s outstanding Company shallstock options, at its sole expense as incurredstock appreciation rights, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive other awards in the Executive’s sole discretion, provided nature of rights that the cost of such outplacement may be exercised shall not exceed $25,000; become fully vested and provided, further, that such outplacement benefits shall end not later than the last day exercisable as of the second calendar year that begins after Date of Termination, and all restrictions on Associate’s outstanding awards of restricted stock of the Company, if any, shall lapse as of the Date of Termination; and (4iv) 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 Associate any Other Benefits (as defined in Section 6) in accordance with the terms other amounts or benefits required to be paid or provided or which Associate is eligible to receive under any plan, program, policy or practice or contract or agreement of the underlying plans or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) Company and except its affiliated companies (such other amounts and benefits shall be referred to 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 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 DateOther Benefits”).

Good Reason; Other Than for Cause, Death or Disability. If, during If the Employment Period, the ------------------------------------------------------ Company terminates the shall terminate Executive’s 's employment other than for Cause Cause, Death or Disability Disability, or the Executive terminates shall terminate employment for Good Reason, then in consideration of Executive's services rendered prior to such termination and of Executive's covenants contained in Section 11 hereof: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, Termination the aggregate of the following amounts: (A) A. the sum of (i1) the Executive’s Annual 's Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Executive's Annual Bonus paid or payable, including any bonus or portion thereof that which has been earned but deferred (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)deferred, for the most recently completed fiscal year during the Employment Period (provided that during the initial full fiscal year of the Employment Period, the target amount specified in section 4(c)(ii) shall be used to calculate the amount payable for purposes of this subsection 7(a)(i)(A)(2)(x)), if any, but specifically excluding any Retention Bonus (such higher amount, 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 Termination, and the denominator of which is 365 365, and (3) any compensation previously deferred by Executive (together with any accrued interest or earnings thereon and subject to any prior election by Executive to receive such deferred amounts in installments) and any accrued vacation pay, in each case to the extent not theretofore paid (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A sum of the Code to defer any portion of the Annual Bonus amounts described in clause clauses (iii) above1), then 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 clause (iii2), and such portion (3) shall not be considered hereinafter referred to as part the "Accrued Obligations"); and B. the amount equal to 50% of the “Accrued Obligations” but shall instead be an “Other Benefit” sum of (as defined below1) Executive's Base Salary and (2) the Most Recent Annual Bonus; and C. any unpaid Retention Bonus(es); and (B) the amount equal to the product of (i) 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect immediately prior to the Effective Date) that the Executive would receive if the Executive’s employment continued for two years six months after the Date of Termination, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”)policy, the Company shall provide health care and life insurance continue benefits to the Executive and/or the Executive’s 's family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those that which 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 Welfare Plans described in Section 3(b)(44(d) of this Agreement if the Executive’s 's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their families; Peer Executives, provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if the Executive becomes re-employed with another employer and is eligible to receive health care and life insurance medical or other welfare benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder 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 welfare benefits pursuant to the retiree welfare benefit such plans, the practices, programs and policies, Executive shall be considered to have remained employed until six months after the end Date of the Benefit Continuation Period Termination 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; (3iii) 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 second calendar year that begins after the Date of Termination; and (4) except as otherwise set forth in the last sentence of Section 6, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts 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 Benefits"). (iv) notwithstanding any provision of this Agreement to the contrary, Executive shall forfeit his right to receive, or, to the extent such amounts have previously been paid to Executive, shall repay in full to the Company within thirty (30) days of a final determination of Executive's liability therefor as defined set forth below, the amount described in Section 67(a)(i)(B) in accordance with the terms of the underlying plans or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1Agreement if 1) and except Executive fails to execute a Release in substantially the form 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 (attached hereto as determined in accordance with the methodology established Exhibit B promptly upon request by the Company as in effect on the Date of Terminationor 2) (a “Specified Employee”), amounts that would otherwise be payable and the benefits that would otherwise be provided under this Section 5(a)(1) at any time during the six-month period immediately following specified he violates 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 Restrictive Covenants set forth 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”)11 hereof.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s 's employment other than for Cause Cause, death or Disability Disability, or the Executive terminates shall terminate employment for Good Reason: (1i) the The Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, Termination the aggregate of the following amounts: (A) the sum of (i1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent highest Annual Bonus received by the Executive over the preceding three year period and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that which has been earned but deferred (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 (such higher amount, 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 Termination, and the denominator of which is 365 365, and (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if 3) any compensation previously deferred by the Executive has made an irrevocable election under a plan sponsored by the Company (together with any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then such deferral election, and the terms of the applicable plan, agreement, accrued interest or other arrangement shall apply to the same portion of the amount described in clause (iiiearnings thereon), and such portion shall any accrued vacation pay, in each case to the extent not be considered as part theretofore paid (the sum of the “amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations” but shall instead be an “Other Benefit” (as defined below"); , and (B) the an amount equal to three times the product sum of (i) two the then current Annual Base Salary of the Executive 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 total of the Company or an Affiliated Company’s (as applicable) employer matching contributions credited to the Executive under the Company’s qualified defined contribution plans and 's 401(k) Savings Plan (the "401(k) Plan") or any excess or supplemental defined contribution plans in which 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 participates at actually receives after payment of any federal or state taxes payable thereon equals the amount first described above. (ii) For a period of three years from the Executive's Date of Termination (or, if more favorable to the Executive, the plans as in effect immediately prior to the Effective Date"Remaining Contract Term") that the Executive would receive if the Executive’s employment continued for two years after the Date of Termination, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”)policy, the Company shall provide health care and life insurance continue benefits to the Executive and/or the Executive’s 's family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those that which 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)(42(b)(iv) of this Agreement if the Executive’s 's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their familiesterminated; provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in with respect to any of 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 plans, programs, practices or more of its health care benefit plans contemplated herein could be taxable to the Executivepolicies requiring an employee contribution, the Company Executive shall provide such benefits at continue to pay the level required hereby through the purchase of individual insurance coverage; providedmonthly employee contribution for same, howeverand provided further, that, that if the Executive becomes re-employed with reemployed by another employer and is eligible to receive health care and life insurance medical or other welfare benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder 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 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; (3iii) the The Company shall, at its sole expense as incurred, provide the Executive with outplacement services services, the scope and provider of which shall be selected by the Executive in the Executive’s his sole discretion; (iv) With respect to all options to purchase Common Stock held by the Executive pursuant to a Company stock option plan on or prior to the Date of Termination, provided that irrespective of whether such options are then exercisable, the cost of such outplacement Executive shall not exceed $25,000; and providedhave the right, further, that such outplacement benefits shall end not later than during the last 60-day of the second calendar year that begins period after the Date of Termination, to elect to surrender all or part of such options in exchange for a cash payment by the Company to the Executive in an amount equal the number of shares of Common Stock subject to the Executive's option multiplied by the difference between (x) and (y) where (x) equals the purchase price per share covered by the option and (y) equals the highest reported sale price of a share of Common Stock in any transaction reported on the New York Stock Exchange during the 60-day period prior to and including the Executive's Date of Termination. Such cash payments shall be made within 30 days after the date of the Executive's election; andprovided, however, that if the Executive's Date of Termination is within six months after the date of grant of a particular option held by the Executive and the Executive is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, any cash payments related thereto shall be made on the date 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 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; restrictions applicable to any shares of Common Stock granted to the Executive by the Company shall lapse, as of the date of the Executive's Date of Termination; (4v) except as otherwise set forth in All country club memberships, luncheon clubs and other memberships which the last sentence Company was providing for the Executive's use at the time Notice of Section 6Termination 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 Benefits (as defined in Section 6) in accordance with the terms of the underlying plans other amounts or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event that or which the Executive is a “specified employee” within the meaning of Section 409A eligible to receive under any plan, program, policy or practice or contract or agreement of the Code Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as determined 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 accordance with substantially the methodology established same position had the employment of the Executive not been so terminated as a result of a breach 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 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”)Company.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause Cause, Death or Disability or the Executive terminates shall terminate employment for Good Reason:, the Company shall provide the Executive with the following compensation and benefits. (1i) the The Company shall pay to the Executive, Executive in a lump sum in cash within 30 20 days after the Date of Termination, Termination the aggregate of the amounts set forth in the following amounts:subsections (A) through (E), except as provided in Section 6(e): (A) the sum of the amounts described in clauses (i1), (2) and (3) of this Section 6(a)(i)(A) (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 (ii3) 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 business expenses 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 are reimbursable pursuant to Section 3(b)(5) but have if such incentive target bonus percentage has not been reimbursed established by the Company Board (or the Compensation Committee) for such fiscal year as of the Date of Termination; (iii) , then such percentage shall be deemed to be the Executive’s Annual Bonus for incentive target bonus percentage that applied to the fiscal year immediately preceding the fiscal year in which the Date of Termination occursoccurs (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 has been percentage for the Next Preceding Fiscal Year for other executives in the Executive’s peer group (determined but not paid as 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; Termination as determined by and in the sole discretion of the Board (ivor 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 accrued vacation pay comparable predecessor or successor plan that applied to the extent not theretofore paid (the sum Next Preceding Fiscal Year, it being understood and agreed that for purposes of the amounts described in subclauses (i), (ii), (iii) and (iv)this Agreement, the “Accrued Obligations”) and bonus performance percentage for fiscal year 2019 shall be the highest bonus performance percentage under the Company’s Annual Incentive Bonus Program; and (vB) an amount equal to the product of (x1) the higher of (I) the Recent Annual Bonus 2.5 and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then 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 clause (iii), 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 the product of (i) two and (ii2) the sum of (x) the Executive’s Annual Base Salary in effect immediately prior to the Date of Termination and (y) the Highest 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 BonusIncentive 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 an Affiliated Company’s (as applicable) matching contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans Affiliate in which the Executive participates at (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 (or, if more favorable to the Executive, the plans as in effect immediately prior to the Effective Date) assuming that the Executive would receive if the Executive’s employment continued for two years after the Date of Termination, assuming for this purpose that (i) the Executive’s benefits under such plans are fully vested, (ii) the Executive’s compensation in each of the two additional years is that required by Sections 3(b)(1Section 4(b)(i) and 3(b)(2Section 4(b)(ii) hereof), (iii) with the rate of any such employer contribution is equal present values being computed by discounting to the maximum rate provided under the terms of the applicable plans for the year in which the Date of Termination 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, accrued benefit and the rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals additional retirement benefits payable as lump sums at an assumed benefit commencement date of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date later of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 date 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, 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 right to have 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 benefits other amount as the Company may not be liquidated or exchanged for any other chose, in its sole discretion, to approximate this benefit; and). (3ii) the 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 that the cost of such outplacement shall not exceed $25,000; and provided, furtherhowever, that such outplacement benefits services as provided in this Section 6(a)(ii) shall end 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 any reimbursements by the Company shall be made not later than the last day of the second third calendar year that begins after following the calendar year containing the Date of Termination; and (iii) Until the third anniversary of the Date of Termination, the Company shall maintain in full force and effect for the Executive all life, accident, disability, medical and health care benefit plans, programs and arrangements in which the Executive was entitled to participate, at the same rates and levels (which levels may vary based on the Executive’s age in accordance with the terms of the applicable plans, programs and arrangements), in which the Executive was participating immediately prior to the Change of Control Date, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans, programs and arrangements; and further provided that (A) if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, and (B) the medical and other welfare benefits described herein shall be subject to 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 prior to the Change of 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 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 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 provided at the Company’s discretion in a manner that is intended to satisfy an exception to Code Section 409A, and 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 Company under Code Section 4980B (i.e., COBRA continuation coverage), (3) providing that such benefits constitute the reimbursement or provision of in-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) except as 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 rates that would otherwise set forth be required to be paid by the Executive under the preceding provisions of this Section 6(a)(iii) (with such reimbursement, less applicable taxes, for a particular calendar year during which the Executive received such coverage to be made within 15 days following the end of such calendar year (but in no event prior to the last sentence date that is six months after the Date of Section 6, to Termination)). (iv) 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 other amounts or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event that or which the Executive is a “specified employee” within the meaning of Section 409A eligible to receive under any plan, program, policy or practice or contract or agreement of the Code Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to 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 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 DateOther 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 (the “Waiver and Release”) no later than 60 days after the Date of Termination, if, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or Disability or the Executive terminates employment for Good Reason: (1) the Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of TerminationTermination (or, if later, five (5) days after the effective date of the Waiver and Release), the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Target Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such 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 and the denominator of which is 365 (the “Pro Pro-Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause and (iii) above, then such deferral election, and any accrued vacation pay to the terms extent not theretofore paid (the sum of the applicable plan, agreement, or other arrangement shall apply to the same portion of the amount amounts described in clause subclauses (i), (ii) and (iii), 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 the product of (i) 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 Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 Annual Base Salary; and (2) the Executive shall be entitled to have continuation coverage under the Company provide such benefits may not be liquidated or exchanged Company’s health care plans at the Company’s sole expense for any other benefitthe 12-month period following the Date of Termination, which period of coverage shall run concurrently with the period of continuation coverage under Section 4980B of the Code; and (3) 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 second calendar year that begins after the Date of Termination; and (4) 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) 5(a), 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 with such classification to be determined in accordance with the methodology established by the Company applicable employer as in effect on as of the Date of Termination) (a Termination)(a “Specified Employee”), amounts that would otherwise be payable the Severance Payment and the benefits that would otherwise be provided under this Section 5(a)(1) during the sixPro-month period immediately following the Date of Termination (other than the Accrued Obligations) Rata Bonus 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 409A Payment Date”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, Termination the aggregate of the following amounts: (A) A. the sum of (i1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) 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”2) and (v) an amount equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (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 (such higher amount, 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 Termination, and the denominator of which is 365 365, in each case to the extent not theretofore paid (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A sum of the Code to defer any portion of the Annual Bonus amounts described in clause clauses (iii1) above, then 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 clause (iii2), and such portion shall not be considered hereinafter referred to as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below”); and (B) B. the amount equal to the product of (i1) two the number of months and portions thereof from the Date of Termination until the third anniversary of the Effective Date, divided by twelve and (ii2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Recent Annual Bonus; and (Cii) notwithstanding any provision in an amount equal award agreement to the sum contrary, effective as of the Company date of termination of the Executive’s employment, (A) each and every stock option, restricted stock award, restricted stock unit award and other equity-based award and performance award or an Affiliated Company’s any cash equivalents thereof that is outstanding as of the date of termination, shall immediately vest and become exercisable, and (as applicableB) matching contributions under the Company’s qualified defined contribution plans and for purposes of exercising any excess or supplemental defined contribution plans in which such award, the Executive participates will be deemed to be retirement eligible (the “Equity Benefits”); and (iii) for the remainder of the Executive’s life and that of his current spouse, the Company shall continue to provide medical and dental benefits to the Executive and his current spouse, at of no cost to the Executive or his current spouse and otherwise on the same basis such benefits were provided to the Executive immediately prior to the Date of Termination (or, if more favorable to the Executive, the plans as in effect 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, assuming for this purpose that (i) the Executive’s 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)(2collectively “Medical Benefits”), (iii) the rate of any such employer contribution is equal to the maximum rate provided under the terms of the applicable plans for the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2iv) for 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 “Benefit Continuation Period”), the Company shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’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 respect to other peer executives of the 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 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 health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits 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 paid 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 Retirement Benefits 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 (3) 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 second calendar year that begins a lump sum within 30 days after the Date of Termination; and (4v) 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 other amounts or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event that or which the Executive is a “specified employee” within the meaning of Section 409A eligible to receive under any plan, program, policy or practice or contract or agreement 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 its affiliated companies through the Date of Termination (such other than the Accrued Obligations) amounts and benefits 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 (hereinafter referred to as the “Delayed Payment DateOther Benefits”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s 's employment other than for Cause Cause, death or Disability Disability, or the Executive terminates shall terminate employment for Good Reason: (1i) the The Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, Termination the aggregate of the following amounts: (A) the sum of (i1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Recent highest Annual Bonus received by the Executive 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 that has been earned but deferred (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 PeriodPeriod (for purposes of determining any bonuses paid during any preceding year, bonuses paid by Weatxxxxxxx Xxxernational, Inc. shall be taken into account), if any (such higher amount, amount being referred to as the “"Highest Annual Bonus”") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination Termination, and the denominator of which is 365 365, and (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if 3) any compensation previously deferred by the Executive has made an irrevocable election under a plan sponsored by the Company (together with any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then such deferral election, and the terms of the applicable plan, agreement, accrued interest or other arrangement shall apply to the same portion of the amount described in clause (iiiearnings thereon), and such portion shall any accrued vacation pay, in each case to the extent not be considered as part theretofore paid (the sum of the “amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations” but shall instead be an “Other Benefit” (as defined below"); , and (B) the an amount equal to three times the product sum of (i) two the then current Annual Base Salary of the Executive 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 total of the Company or an Affiliated Company’s (as applicable) employer matching contributions credited to the Executive under the Company’s qualified defined contribution plans and 's 401(k) Savings Plan (the "401(k) Plan") or any excess or supplemental defined contribution plans in which 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 participates at actually receives after payment of any federal or state taxes payable thereon equals the amount first described above. (ii) For a period of three years from the Executive's Date of Termination (or, if more favorable to the Executive, the plans as in effect immediately prior to the Effective Date"Remaining Contract Term") that the Executive would receive if the Executive’s employment continued for two years after the Date of Termination, assuming for this purpose that (i) the Executive’s 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 the year in which the Date of Termination 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 rate of contribution under the plans for the plan year ending immediately prior to the Effective Date) and (iv) to the extent that the Company’s contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Date of Termination; and (2) for 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 “Benefit Continuation Period”)policy, the Company shall provide health care and life insurance continue benefits to the Executive and/or the Executive’s 's family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those 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)(42(b)(iv) of this Agreement if the Executive’s 's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their familiesterminated; provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in with respect to any of 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 plans, programs, practices or more of its health care benefit plans contemplated herein could be taxable to the Executivepolicies requiring an employee contribution, the Company Executive shall provide such benefits at continue to pay the level required hereby through the purchase of individual insurance coverage; providedmonthly employee contribution for same, howeverand provided further, that, that if the Executive becomes re-employed with reemployed by another employer and is eligible to receive health care and life insurance medical or other welfare benefits under another employer-employer provided plan, the health care medical and life insurance other welfare benefits provided hereunder 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 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; (3iii) the The Company shall, at its sole expense as incurred, provide the Executive with outplacement services services, the scope and provider of which shall be selected by the Executive in the Executive’s his sole discretion; (iv) With respect to all options to purchase Common Stock, provided that the cost of such outplacement shall not exceed $25,000; and provided.01 par value, further, that such outplacement benefits shall end not later than the last day of the second calendar year that begins Company ("Common Stock"), held by the Executive pursuant to a Company stock option plan on or prior to the Date of Termination, irrespective of whether such options are then exercisable, the Executive shall have the right, during the 60-day period after the Date of Termination, to elect to surrender all or part of such options in exchange for a cash payment by the Company to the Executive in an amount equal the number of shares of Common Stock subject to the Executive's option multiplied by the difference between (x) and (y) where (x) equals the purchase price per share covered by the option and (y) equals the highest reported sale price of a share of Common Stock in any transaction reported on the New York Stock Exchange during the 60-day period prior to and including the Executive's Date of Termination. Such cash payments shall be made within 30 days after the date of the Executive's election; andprovided, however, that if the Executive's Date of Termination is within six months after the date of grant of a particular option held by the Executive and the Executive is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, any cash payments related thereto shall be made on the date that is six months and one day after the date of grant of such option to the extent necessary to prevent the imposition of the disgorgement provisions under Section 16(b). Notwithstanding the foregoing, if any right granted pursuant to the foregoing would make any change of control transaction ineligible for pooling of interests accounting treatment under APB Xx. 00 that but for this Section 4(a)(iv) would otherwise be eligible for such accounting treatment, the Executive shall receive shares of Common Stock with a Fair Market Value equal to the cash that would otherwise be payable hereunder in substitution for the cash, provided that any such shares of Common Stock so granted to the Executive shall be registered under the Securities Act of 1933, as amended; any options outstanding as of the Date of Termination or upon a change of control and not then exercisable shall become fully exercisable as of the Executive's Date of Termination, and to the extent the Executive does not elect to surrender same for a cash payment (or the equivalent number of shares of Common Stock) as provided above, such options shall remain exercisable for one year after the Executive's Date of Termination or until the stated expiration of the stated term thereof, whichever is longer; restrictions applicable to any shares of Common Stock granted to the Executive by the Company shall lapse, as of the date of the Executive's Date of Termination; (4v) except as otherwise set forth in All country club memberships, luncheon clubs and other memberships that the last sentence Company was providing for the Executive's use at the time Notice of Section 6Termination 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 Benefits (as defined in Section 6) in accordance with the terms of the underlying plans other amounts or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1) and except as otherwise benefits required to be paid or provided in Section 11(g) with respect to an Anticipatory Termination, in the event or that the Executive is a “specified employee” within the meaning of Section 409A eligible to receive under any plan, program, policy or practice or contract or agreement of the Code Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as determined 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 accordance with substantially the methodology established same position had the employment of the Executive not been so terminated as a result of a breach 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 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”)Company.