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

Good Reason; Other Than for Cause, Death or Disability. (i) If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason as defined in Section 5(c)(i) of this Agreement, then, subject to the provisions of Section 9 of this Agreement: A. 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: (1) the sum of (a) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (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 which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (c) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (a), (b), and (c) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to the product of (a) [three]* and (b) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (3) an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for [three]* years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the [three]* years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; B. for [three]** years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement 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 of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes * This would be [two] , as the multiplier or years, for certain of the Executives covered by an Agreement. ** This would be [two], as the multiplier or years, for certain of the executives covered by an Agreemnet 34 reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until [three]* years after the Date of Termination and to have retired on the last day of such period; C. for [three]* years after the Executive's Date of Termination, the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in the Executive's sole discretion provided, however that the maximum amount of expense to be incurred by the Company pursuant to this Section 6(a)(i)C in any one calendar year shall not exceed 10% of the Executive's Annual Base Salary; and D. for [three]* years after the Executive's Date of Termination, 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"). (ii) If, during the Employment Period, the Executive shall terminate employment for Good Reason as defined in Section 5(c)(ii) of this Agreement, then, subject to the provisions of Section 9 of this Agreement: A sum in cash within 30 days after the Date of Termination the Accrued Obligations;

Good Reason; Other Than for Cause, Death or Disability. (i) If, during the Employment Change of Control Period, the Company shall terminate terminates the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason as defined in Section 5(c)(i) of this Agreement, then, subject to the provisions of Section 9 of this AgreementReason: A. (1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, (provided, however, that no amount shall be paid pursuant to this Subsection 5(a)(1) after March 15 of the year following the first anniversary of a Change of Control), the aggregate of the following amountsamount: (1A) the sum of (ai) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (bii) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Change of Control Period, if any (such higher amount being referred to as amount, the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365, and (ciii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (ai), (bii) and (iii), and (c) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2B) the amount equal to the product of (ai) [three]* three and (bii) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and (3C) in lieu of the receipt of shares of common stock of the Company (“Common Stock”) issuable upon the exercise of outstanding options (other than stock options qualifying as incentive stock options (“ISOs”) under Section 422A of the Internal Revenue Code of 1986, as amended (the “Code”) which ISOs were granted on or prior to April 22, 1996) (“Options”), stock appreciation rights (“SARs”) and performance units ( “Units”), if any (the Options, SARs and Units shall be referred to herein collectively as the “Awards”), granted to the Executive under the Company’s 1996 Stock Incentive Plan or any successor or substitute plans thereto, an amount equal to the product of (i) the excess of (ax) in the actuarial equivalent case of an ISO granted after April 22, 1996, the benefit under closing price of Common Stock as reported on the Company's qualified defined benefit retirement plan (New York Stock Exchange on the "Retirement Plan") (utilizing actuarial assumptions no less favorable to Date of Termination or the Executive than those in effect under the Company's Retirement Plan last full trading day immediately prior to the Effective Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for [three]* years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested(or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading value in the Common Stock is highest) (the “Closing Price”) and, assuming that in the Executive's compensation in each case of all other Awards, the higher of the [three]* years is that required by Section 4(b)(i) Closing Price and Section 4(b)(ii)the highest per share price for Common Stock actually paid in connection with any Change of Control, over (by) the actuarial equivalent of the Executive's actual benefit per share exercise price (paid or payable), if any) of each Award, under and (2) the Retirement Plan and the SERP as number of shares of Common Stock covered by each such Award, whether or not such Award is exercisable on the Date of Termination;; and B. (2) for [three]** three years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement as if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its the affiliated companies and their families, provided, however, that that, if the Executive becomes * This would be [two] , as the multiplier or years, for certain of the Executives covered by an Agreement. ** This would be [two], as the multiplier or years, for certain of the executives covered by an Agreemnet 34 reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For If the Executive has attained age 50 on the Date of Termination and if, with five additional years of age and service beyond the Executive’s age and years of service as of the Date of Termination, the Executive would have been entitled to receive any other benefits under the Company’s post-retirement programs as in effect immediately prior to the Effective Date, then the Executive shall be entitled to such benefits as if the Executive had attained those five additional years of age and been employed by the Company for those five additional years of service, as of the Date of Termination, and such benefits shall commence immediately and be determined and provided under the terms of such plans as in effect immediately prior to the Effective Date, without regard to any amendments subsequent to the Effective Date that adversely affect the rights of participants thereunder; and (3) if the Executive has attained age 50 but has not attained age 55 on the Date of Termination, then for purposes of determining eligibility (but not the time of commencement of benefitsbenefits under Section 3.2(c) of the Executive for retiree benefits pursuant Company’s Supplementary Retirement Plan or any successor plan, as in effect immediately prior to such plans, practices, programs and policiesthe Effective Date (the “Supplemental Plan”), the Executive shall be considered deemed to have remained employed until [three]* years after be entitled to the Date benefits under Section 3.2(c) of Termination and the Supplemental Plan if, during the five-year period following the Effective Date, the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason (it being expressly agreed that, notwithstanding anything to have retired the contrary contained herein, the rights under this Section 5(a)(3) shall survive for the five-year period following the Effective Date); and (4) Notwithstanding any provision in any equity or equity-based grant agreement or any other agreement or plan covering the Executive, all of the non-competition restrictions imposed on the last day Executive under such equity or equity-based grant agreement shall cease to apply for all purposes of such periodequity or equity-based grant agreement, including but not limited to all options, stock appreciation rights, and performance units granted to the Executive at any time; C. for [three]* years after the Executive's Date of Termination, (5) the Company shall, at its sole expense as incurred, and subject to a maximum limit equal to three (3) times the Executive’s monthly compensation, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in the Executive's ’s sole discretion provided, however that the maximum amount of expense to be incurred by the Company pursuant to this Section 6(a)(i)C in any one calendar year shall not exceed 10% of the Executive's Annual Base Salarydiscretion; and D. for [three]* years after the Executive's Date of Termination, (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 that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its the affiliated companies (such other amounts and benefits shall be hereinafter referred to as benefits, the "“Other Benefits"”). (ii) If, during the Employment Period, the Executive shall terminate employment for Good Reason as defined in Section 5(c)(ii) of this Agreement, then, subject to the provisions of Section 9 of this Agreement: A sum in cash within 30 days after the Date of Termination the Accrued Obligations;

Good Reason; Other Than for Cause, Death or Disability. (i) If, during the Employment Period, the Company shall terminate Taubman terminates the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason as defined in Section 5(c)(iReason: (1) Taubman shall pay, or shall cause one of this Agreementthe Affiliated Company to pay, then, subject to the provisions of Section 9 of this Agreement: A. 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: (1A) the sum of (ai) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, ; (bii) 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) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as amount, the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365; and (cv) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (ai), (bii), (iii), (iv) and (c) shall be hereinafter referred to as v), the "“Accrued Obligations"”); and; (2B) the amount equal to the product of (ai) [three]* two and a half (2.5) and (bii) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and (32) an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for [three]* years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the [three]* years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; B. for [three]** years 30 months after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement as and Section 3(b)(6) if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, ; provided, however, that that, if the Executive becomes * This would be [two] , as the multiplier or years, for certain of the Executives covered by an Agreement. ** This would be [two], as the multiplier or years, for certain of the executives covered by an Agreemnet 34 reemployed with another employer and is eligible to receive medical or other welfare such benefits under another employer-employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibilityterminate. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until [three]* three years after the Date of Termination and to have retired on the last day of such period; C. for [three]* years after (3) Taubman shall provide, or shall cause one of the Executive's Date of TerminationAffiliated Companies to provide, the Company shall, at its sole expense as incurred, provide the Executive with outplacement benefits through the services the scope and provider of which shall be an independ ent outplacement consulting firm selected by Taubman during the Executive in 12-month period following the Executive's sole discretion provided, however that the maximum amount Date of expense to be incurred by the Company pursuant to this Section 6(a)(i)C in any one calendar year shall not exceed 10% of the Executive's Annual Base SalaryTermination; and D. for [three]* years after the Executive's Date of Termination, (4) to the extent not theretofore paid or provided, the Company Taubman shall timely pay or provide provide, or shall cause one of the Affiliated Companies to timely pay or provide, to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Other Benefits (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (ii) If, during the Employment Period, the Executive shall terminate employment for Good Reason as defined in Section 5(c)(ii) of this Agreement, then, subject to the provisions of Section 9 of this Agreement: A sum in cash within 30 days after the Date of Termination the Accrued Obligations;6).

Good Reason; Other Than for Cause, Death or Disability. (i) If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate his employment for Good Reason as defined in Section 5(c)(i) of this Agreement, then, subject to the provisions of Section 9 of this AgreementReason: A. (i) the Company shall pay to the Executive in a lump sum in cash the aggregate of the amounts set forth in A. and B. below. Such amount shall be paid within 30 days after the Date of Termination Termination; provided, however, that if, and only if, the aggregate Executive notifies the Company that he has determined in good faith that payment of such amount, or any portion thereof, would be subject to Section 409A(a)(2)(B)(i) of the following amounts:Code, such amount, or portion, shall instead be paid on the first day that is six months after the Date of Termination. (1) A. the sum of (a1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, plus (b2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being hereinafter referred to as the "Highest Annual Bonus") and multiplied by (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and plus (c3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (a1), (b), 2) and (c3) shall be are hereinafter referred to as the "Accrued Obligations"); and (2) B. the amount equal to the product of (a1) [three]* and two multiplied by (b2) the sum of (x) the Executive's Annual Base Salary and plus (y) the Highest Annual Bonus; and; (3ii) the Company shall credit as of the Date of Termination the Account of the Executive under the Littelfuse, Inc. Supplemental Executive Retirement Plan (hereinafter referred to as the "SERP") with an amount equal to the excess of (a) the actuarial equivalent sum of the benefit two respective amounts which would be credited to the Account of the Executive under the Company's qualified SERP on the two Valuation Dates (as such term is defined benefit retirement plan (in the "Retirement Plan"SERP) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for [three]* years after next succeeding the Date of Termination assuming for this purpose that all accrued benefits are fully vested(A) the Executive would continue to be employed by the Company up to and including said second Valuation Date (hereinafter said period from the Date of Termination until said second Valuation Date is referred to as the "Assumed Employment Period"), and, assuming that (B) the Executive's compensation Compensation (as such term is defined in each the SERP) of the [three]* years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) Executive during each fiscal year during the actuarial equivalent Assumed Employment Period would be equal to the amount of the Executive's actual benefit Compensation of the Executive during the most recently ended Plan Year (paid or payable), if any, under as such term is defined in the Retirement Plan and the SERP as of SERP) prior to the Date of Termination, and (C) the Company would continue the SERP up to and including said second Valuation Date; provided, however, that if the Executive would reach the age 62 prior to the expiration of the Assumed Employment Period, no amounts shall be credited to the Account of the Executive under the SERP for any Valuation Date occurring after the date that the Executive reaches age 62; B. for [three]** (iii) during the two years after following the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide medical insurance benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies medical insurance benefits described in Section 4(b)(iv) of this Agreement as hereof if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, terminated; provided, however, that if the Executive becomes * This would be [two] , as the multiplier or years, for certain of the Executives covered by an Agreement. ** This would be [two], as the multiplier or years, for certain of the executives covered by an Agreemnet 34 reemployed with another employer and is eligible to receive medical or other welfare insurance benefits under another employer-provided plan, the medical and other welfare insurance benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes ; (iv) for a period of determining eligibility up to two (but not the time of commencement of benefits2) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until [three]* years after the Date of Termination and to have retired on the last day of such period; C. for [three]* years after the Executive's Date of Termination, the Company shall, at its sole expense as incurred, shall provide outplacement services to the Executive with outplacement services for the scope and provider purpose of which shall be selected by assisting the Executive in the Executive's sole discretion provided, however that the maximum amount of expense seek new employment at a cost to be incurred by the Company pursuant not to this Section 6(a)(i)C in any one calendar year shall not exceed 10% fifteen percent (15%) of the Executive's Annual Base Salary, payable directly to an outplacement service provider; andprovided, however, that the Company shall have no further obligations to pay for any such outplacement services once the Executive has accepted employment with any third party; D. for [three]* years (v) notwithstanding anything to the contrary set forth in any stock option plans pursuant to which the Executive has been granted any stock options or other rights to acquire securities of the Company or its Affiliates (the "Plans"), any option or right granted to the Executive under any of the Plans shall be exercisable by the Executive until the earlier of (x) the date on which the option or right terminates in accordance with the terms of its grant, or (y) the expiration of twelve (12) months after the Executive's Date of Termination, ; (vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall hereinafter be hereinafter referred to collectively as the "Other Benefits").; and (iivii) Ifnotwithstanding anything to the contrary contained in any employment agreement, benefit plan or other document, in the event the Executive's employment shall be terminated during the Employment Period, Period by the Executive shall terminate employment for Good Reason as defined in Section 5(c)(ii) of this Agreementor by the Company other than for Cause or Disability, then, subject to the provisions of Section 9 of this Agreement: A sum in cash within 30 days on and after the Date of Termination the Accrued Obligations;Executive shall not be bound or prejudiced by any non-competition agreement benefitting the Company or its subsidiaries and any provisions contained in the SERP which would penalize the Executive for being employed by a competitor, including, without limitation,

Good Reason; Other Than for Cause, Death or Disability. (i) If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability Disability, or the Executive shall terminate employment for Good Reason as defined Reason, then in consideration of Executive's services rendered prior to such termination and of Executive's covenants contained in Section 5(c)(i) of this Agreement, then, subject to the provisions of Section 9 of this Agreement10 hereof: A. (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) A. the sum of (a1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (b2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months)deferred, for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Most Recent Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 365, and (c3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereonthereon and subject to any prior election by the Executive to receive such deferred amounts in installments) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (a1), (b2), and (c3) shall be hereinafter referred to as the "Accrued Obligations"); and (2) B. the amount equal to the product of two and one-half (a2.5) [three]* and (b) times the sum of (x1) the Executive's Annual Base Salary and (y2) the Highest Most Recent Annual Bonus; and; (3ii) an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), for two years and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for [three]* years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the [three]* years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; B. for [three]** years six months after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement 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 of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes * This would be [two] , as the multiplier or years, for certain of the Executives covered by an Agreement. ** This would be [two], as the multiplier or years, for certain of the executives covered by an Agreemnet 34 reemployed re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until [three]* two years and six months after the Date of Termination and to have retired on the last day of such period; C. for [three]* years after the Executive's Date of Termination, the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in the Executive's sole discretion provided, however that the maximum amount of expense to be incurred by the Company pursuant to this Section 6(a)(i)C in any one calendar year shall not exceed 10% of the Executive's Annual Base Salary; and D. for [three]* years after the Executive's Date of Termination, (iii) 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"). (iiiv) If, during notwithstanding any provision of this Agreement to the Employment Periodcontrary, the Executive shall terminate employment for Good Reason forfeit his right to receive, or, to the extent such amounts have previously been paid to the Executive, shall repay in full to the Company within thirty (30) days of a final determination of the Executive's liability therefor as defined set forth below, the amount described in Section 5(c)(ii6(a)(i)(B) of this Agreement, then, subject to Agreement if at any time during the provisions period of Section 9 of this Agreement: A sum in cash within 30 days two years after the Date of Termination he violates the Accrued Obligations;Restrictive Covenants set forth in Section 10 hereof.

Good Reason; Other Than for Cause, Death or Disability. (i) If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate his employment for Good Reason as defined in Section 5(c)(i) of this AgreementReason, then, subject to the following provisions of Section 9 of this Agreementshall apply: A. the (i) The Company shall pay to the Executive the amounts set forth in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:A. and B. below. (1) the A. The sum of (a1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, plus (b2) an amount, which shall be in satisfaction of the Executive's right to an Annual Bonus for the year that includes the Date of Termination, equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being hereinafter referred to as the "Highest Annual Bonus") and multiplied by (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and plus (c3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (a1), (b), 2) and (c3) shall be are hereinafter referred to as the "Accrued Obligations"); and. The Accrued Obligations shall be paid in a lump sum within 30 days after the Date of Termination, except that any deferred compensation referred to in clause (3), and any other amounts that, had the Executive's employment not terminated, would have been paid after the fifteenth day of the third month following the end of the year that includes the Date of Termination, shall be paid at the time and in the form such amounts would have been paid had this Agreement not applied, but no such amount shall be paid sooner than six months after the Date of Termination. (2) the B. The amount equal to the product of (a1) [three]* and two multiplied by (b2) the sum of (x) the Executive's Annual Base Salary and plus (y) the Highest Annual Bonus; and (3) an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan Bonus (the "Retirement PlanLump Sum Severance") (utilizing actuarial assumptions no less favorable ), which shall be paid in a single lump sum payment six months after the Date of Termination, except as hereinafter provided. If either the Change of Control does not constitute a "change in control event" with respect to the Executive as defined in the regulations under Section 409A, or if the termination date occurs more than those in effect under two years after the Company's Retirement Plan immediately Change of Control, then the Executive shall receive installment payments equal to all 409A Severance Payments that would have been paid pursuant to Section 5(d) of the Amended and Restated Employment Agreement, dated as of December 31, 2007, between the Executive and the Company (the "Employment Agreement"), if the Executive had been terminated pursuant to said Section 5(d) prior to the Effective Date, paid at the same time that such 409A Severance Payments would have been paid pursuant to said Section 5(d), and any excess or supplemental retirement plan the balance, if any, of the Lump Sum Severance shall be paid in which a lump sum on the first day that is at least six months after the Date of Termination; provided that if the sum of such 409A Severance Payments exceeds the Lump Sum Severance the 409A Severance Payments shall be reduced, in reverse order of payment, until the sum of the 409A Severance Payments equals the Lump Sum Severance; and provided further that if the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for [three]* years dies at any time after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each entire remaining unpaid balance of the [three]* Lump Sum Severance shall be paid to his estate or designated beneficiary within 30 days after the date of his death. (ii) During the two years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of following the Date of Termination; B. 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 medical insurance benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies medical insurance benefits described in Section 4(b)(iv) of this Agreement as hereof if the Executive's employment had not been terminated orat the premium rates applicable to active employees, if more favorable to which coverage shall constitute the Executive, as in effect generally at any time thereafter with respect to other peer executives 's continuation coverage under Section 4980B of the Company Code ("COBRA"), and its affiliated companies shall be administered in the same manner as COBRA coverage (except for the premium payable and their familiesthe duration of such coverage, but specifically including provisions relating to termination of coverage if the Executive becomes eligible for other employer-provided coverage; provided, however, that if after the expiration of the period during which the Executive becomes * This would be [two] eligible for COBRA coverage the Executive will be required to pay the full premium that would be required for a former employee on COBRA coverage, as and the multiplier or yearsCompany shall pay to the Executive, for certain on the first day of each month during such coverage, additional severance pay in an amount such that the net amount of such severance pay, after all applicable tax withholding, equals the difference between the full COBRA premium and the premium charged to active employees, which amount shall be applied to the payment of the Executives covered by an Agreement. ** This would be [two], as the multiplier or years, premium for certain of the executives covered by an Agreemnet 34 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 coverage during such applicable month. (iii) For a period of eligibility. For purposes of determining eligibility up to two (but not the time of commencement of benefits2) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until [three]* years after the Date of Termination and to have retired on the last day of such period; C. for [three]* years after the Executive's Date of Termination, the Company shall, at its sole expense as incurred, shall provide outplacement services to the Executive with outplacement services for the scope and provider purpose of which shall be selected by assisting the Executive in the Executive's sole discretion provided, however that the maximum amount of expense seek new employment at a cost to be incurred by the Company pursuant not to this Section 6(a)(i)C in any one calendar year shall not exceed 10% fifteen percent (15%) of the Executive's Annual Base Salary, payable directly to an outplacement service provider; andprovided, however, that the Company shall have no further obligations to pay for any such outplacement services once the Executive has accepted employment with any third party. D. for [three]* years (iv) Notwithstanding anything to the contrary set forth in any stock option plans pursuant to which the Executive has been granted any stock options or other rights to acquire securities of the Company or its Affiliates (the "Plans"), any option or right granted to the Executive under any of the Plans shall be exercisable by the Executive until the earlier of (x) the date on which the option or right terminates in accordance with the terms of its grant, or (y) the expiration of twelve (12) months after the Executive's Date of Termination, to . (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall hereinafter be hereinafter referred to collectively as the "Other Benefits"); provided, however, that the total amount of Other Benefits that constitute taxable income to the Executive shall not exceed the limit in effect under Section 402(g)(1)(B) of the Code for the year that includes the Date of Termination, except for (x) any payments pursuant to a plan or policy providing retirement benefits, vacation leave, sick leave, compensatory time, disability pay, or death benefits, (y) payments to indemnify or insure the Executive against claims incurred during his service to the Company, and (z) payments to reimburse the Executive for amounts that, if paid by him and not reimbursed, would be deductible as business expenses, or reasonable moving expenses, which reimbursable expenses are incurred not later than the end of the second year following the year that includes the Date of Termination, and are reimbursed not later than the end of the third year following the year that includes the Date of Termination. (iivi) IfNotwithstanding anything to the contrary contained in any employment agreement, benefit plan or other document, in the event the Executive's employment shall be terminated during the Employment Period, Period by the Executive shall terminate employment for Good Reason as defined in Section 5(c)(ii) of this Agreementor by the Company other than for Cause or Disability, then, subject to the provisions of Section 9 of this Agreement: A sum in cash within 30 days on and after the Date of Termination the Accrued Obligations;Executive shall not be bound or prejudiced by any non-competition agreement benefiting the Company or its subsidiaries.

Good Reason; Other Than for Cause, Death or Disability. (i) If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate his employment for Good Reason as defined in Section 5(c)(i) of this AgreementReason, then, subject to the following provisions of Section 9 of this Agreementshall apply: A. the (i) The Company shall pay to the Executive the amounts set forth in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:A. and B. below. (1) the A. The sum of (a1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, plus (b2) an amount, which shall be in satisfaction of the Executive's right to an Annual Bonus for the year that includes the Date of Termination, equal to the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being hereinafter referred to as the "Highest Annual Bonus") and multiplied by (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and plus (c3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (a1), (b), 2) and (c3) shall be are hereinafter referred to as the "Accrued Obligations"); and. The Accrued Obligations shall be paid in a lump sum within 30 days after the Date of Termination, except that any deferred compensation referred to in clause (3), and any other amounts that, had the Executive's employment not terminated, would have been paid after the fifteenth day of the third month following the end of the year that includes the Date of Termination, shall be paid at the time and in the form such amounts would have been paid had this Agreement not applied, but no such amount shall be paid sooner than six months after the Date of Termination. (2) the B. The amount equal to the product of (a1) [three]* and two multiplied by (b2) the sum of (x) the Executive's Annual Base Salary and plus (y) the Highest Annual Bonus, which shall be paid in a lump sum on the first day that is at least six months after the Date of Termination; andprovided that if the Executive dies during such six month period such amount shall be paid to his estate or designated beneficiary within 30 days after the date of his death. (3ii) The Company shall credit as of the Date of Termination the Account of the Executive under the Littelfuse, Inc. Supplemental Executive Retirement Plan (hereinafter referred to as the "SERP") with an amount equal to the excess of (a) the actuarial equivalent sum of the benefit two respective amounts which would be credited to the Account of the Executive under the Company's qualified SERP on the two Valuation Dates (as such term is defined benefit retirement plan (in the "Retirement Plan"SERP) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for [three]* years after next succeeding the Date of Termination assuming (A) the Executive would continue to be employed by the Company up to and including said second Valuation Date (hereinafter said period from the Date of Termination until said second Valuation Date is referred to as the "Assumed Employment Period"), (B) the Compensation (as such term is defined in the SERP) of the Executive during each fiscal year during the Assumed Employment Period would be equal to the amount of the Compensation of the Executive during the most recently ended Plan Year (as such term is defined in the SERP) prior to the Date of Termination, and (C) the Company would continue the SERP up to and including said second Valuation Date; provided, however, that if the Executive would reach the age 62 prior to the expiration of the Assumed Employment Period, no amounts shall be credited to the Account of the Executive under the SERP for this purpose that all accrued benefits are fully vested, and, assuming any Valuation Date occurring after the date that the Executive's compensation in each Executive reaches age 62; and provided further that nothing contained herein shall be construed to alter the time or form of the [three]* years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent payment of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and SERP. (iii) During the SERP as of two years following the Date of Termination; B. 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 medical insurance benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies medical insurance benefits described in Section 4(b)(iv) of this Agreement as hereof if the Executive's employment had not been terminated orat the premium rates applicable to active employees, if more favorable to which coverage shall constitute the Executive, as in effect generally at any time thereafter with respect to other peer executives 's continuation coverage under Section 4980B of the Company Code ("COBRA"), and its affiliated companies shall be administered in the same manner as COBRA coverage (except for the premium payable and their familiesthe duration of such coverage, but specifically including provisions relating to termination of coverage if the Executive becomes eligible for other employer-provided coverage; provided, however, that if after the expiration of the period during which the Executive becomes * This would be [two] eligible for COBRA coverage the Executive will be required to pay the full premium that would be required for a former employee on COBRA coverage, as and the multiplier or yearsCompany shall pay to the Executive, for certain on the first day of each month during such coverage, additional severance pay in an amount such that the net amount of such severance pay, after all applicable tax withholding, equals the difference between the full COBRA premium and the premium charged to active employees, which amount shall be applied to the payment of the Executives covered by an Agreement. ** This would be [two], as the multiplier or years, premium for certain of the executives covered by an Agreemnet 34 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 coverage during such applicable month. (iv) For a period of eligibility. For purposes of determining eligibility up to two (but not the time of commencement of benefits2) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until [three]* years after the Date of Termination and to have retired on the last day of such period; C. for [three]* years after the Executive's Date of Termination, the Company shall, at its sole expense as incurred, shall provide outplacement services to the Executive with outplacement services for the scope and provider purpose of which shall be selected by assisting the Executive in the Executive's sole discretion provided, however that the maximum amount of expense seek new employment at a cost to be incurred by the Company pursuant not to this Section 6(a)(i)C in any one calendar year shall not exceed 10% fifteen percent (15%) of the Executive's Annual Base Salary, payable directly to an outplacement service provider; andprovided, however, that the Company shall have no further obligations to pay for any such outplacement services once the Executive has accepted employment with any third party. D. for [three]* years (v) Notwithstanding anything to the contrary set forth in any stock option plans pursuant to which the Executive has been granted any stock options or other rights to acquire securities of the Company or its Affiliates (the "Plans"), any option or right granted to the Executive under any of the Plans shall be exercisable by the Executive until the earlier of (x) the date on which the option or right terminates in accordance with the terms of its grant, or (y) the expiration of twelve (12) months after the Executive's Date of Termination, to . (vi) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall hereinafter be hereinafter referred to collectively as the "Other Benefits"); provided, however, that the total amount of Other Benefits that constitute taxable income to the Executive shall not exceed the limit in effect under Section 402(g)(1)(B) of the Code for the year that includes the Date of Termination, except for (x) any payments pursuant to a plan or policy providing retirement benefits, vacation leave, sick leave, compensatory time, disability pay, or death benefits, (y) payments to indemnify or insure the Executive against claims incurred during his service to the Company, and (z) payments to reimburse the Executive for amounts that, if paid by him and not reimbursed, would be deductible as business expenses, or reasonable moving expenses, which reimbursable expenses are incurred not later than the end of the second year following the year that includes the Date of Termination, and are reimbursed not later than the end of the third year following the year that includes the Date of Termination. (iivii) IfNotwithstanding anything to the contrary contained in any employment agreement, benefit plan or other document, in the event the Executive's employment shall be terminated during the Employment Period, Period by the Executive shall terminate employment for Good Reason as defined in Section 5(c)(ii) of this Agreementor by the Company other than for Cause or Disability, then, subject to the provisions of Section 9 of this Agreement: A sum in cash within 30 days on and after the Date of Termination the Accrued Obligations;Executive shall not be bound or prejudiced by any non-competition agreement benefiting the Company or its subsidiaries and any provisions contained in the SERP which would penalize the Executive for being employed by a competitor, including, without limitation, Section 3.6(c) thereof, shall not apply in any respect to the Executive and, effective as of the Date of Termination, the Company waives any right to enforce any such provisions against the Executive.

Good Reason; Other Than for Cause, Death or Disability. (i) If, during the Employment Period, the Company shall terminate Taubman terminates the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason as defined in Section 5(c)(iReason: (1) Taubman shall pay, or shall cause one of this Agreementthe Affiliated Company to pay, then, subject to the provisions of Section 9 of this Agreement: A. 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: (1A) the sum of (ai) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, ; (bii) 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) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as amount, the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365; and (cv) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (ai), (bii), (iii), (iv) and (c) shall be hereinafter referred to as v), the "“Accrued Obligations"”); and; (2B) (i) in the case of a Window Period Termination, the amount equal to the product of (ax) [three]* two and (by) the sum of (xI) the Executive's ’s Annual Base Salary and (II) the Executive’s target bonus under the Senior Short Term Incentive Plan or any successor plan for the year in which the Date of Termination occurs, and (ii) in all other cases, the amount equal to the product of (x) two and a half, and (y) the sum of (I) the Executive’s Annual Base Salary and (II) the Highest Annual Bonus; and (32) an amount equal to other than in the excess event of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date)a Window Period Termination, and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for [three]* years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the [three]* years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; B. for [three]** years 30 months after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement as and Section 3(b)(6) if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, ; provided, however, that that, if the Executive becomes * This would be [two] , as the multiplier or years, for certain of the Executives covered by an Agreement. ** This would be [two], as the multiplier or years, for certain of the executives covered by an Agreemnet 34 reemployed with another employer and is eligible to receive medical or other welfare such benefits under another employer-employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibilityterminate. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until [three]* three years after the Date of Termination and to have retired on the last day of such period; C. for [three]* years after (3) other than in the Executive's Date event of a Window Period Termination, Taubman shall provide, or shall cause one of the Company shallAffiliated Companies to provide, at its sole expense as incurred, provide the Executive with outplacement benefits through the services the scope and provider of which shall be an independent outplacement consulting firm selected by Taubman during the Executive in 12-month period following the Executive's sole discretion provided, however that the maximum amount Date of expense to be incurred by the Company pursuant to this Section 6(a)(i)C in any one calendar year shall not exceed 10% of the Executive's Annual Base SalaryTermination; and D. for [three]* years after the Executive's Date of Termination, (4) to the extent not theretofore paid or provided, the Company Taubman shall timely pay or provide provide, or shall cause one of the Affiliated Companies to timely pay or provide, to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Other Benefits (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (ii) If, during the Employment Period, the Executive shall terminate employment for Good Reason as defined in Section 5(c)(ii) of this Agreement, then, subject to the provisions of Section 9 of this Agreement: A sum in cash within 30 days after the Date of Termination the Accrued Obligations;6).

Good Reason; Other Than for Cause, Death or Disability. (i) IfIf the Company terminates the Executive’s employment other than for Cause, Death or Disability or the Executive terminates employment for Good Reason, in each case during the Employment Period, and contingent upon the Executive’s execution of the Release of Claims without revocation within the time period described in Section 8 below and the Executive’s compliance with Section 10, the Executive will be entitled to receive the following benefits: (1) the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason as defined in Section 5(c)(i) of this Agreement, then, subject to the provisions of Section 9 of this Agreement: A. the Company shall will pay to the Executive Executive, in a lump sum in cash within 30 60 calendar days after the later of the Date of Termination or the date of the Change in Control, the aggregate of the following amounts: (1A) the sum of (ai) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (bii) the product of (x) the higher of (I) the Recent Target Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 (the “Pro-Rata Bonus”), and (ciii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case pay to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (ai), (bii) and (iii), and (c) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2B) the amount equal to the product of (ai) [three]* three and (bii) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Target Annual Bonus; and; (32) an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for [three]* three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the [three]* years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent later of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; B. for [three]** years after the Executive's ’s Date of Termination, or the date of the Change in Control or such longer period as may be provided by the terms of the appropriate plan, program, practice or policypolicy (the “Benefit Continuation Period”), the Company shall will continue benefits to the Executive and/or the Executive's ’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement as (such benefits, the “Welfare Benefits”) if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies the Affiliated Companies and their families; provided, however, that, the medical, dental, prescription drug and vision benefits provided during the Benefit Continuation Period will 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 (if the Company reasonably determines that providing continued coverage under one or more of its welfare plans contemplated herein could be taxable to the Executive, the Company will provide such benefits at the level required hereby through the purchase of individual coverage); and, provided, howeverfurther, that if the Executive becomes * This would be [two] , as the multiplier or years, for certain of the Executives covered by an Agreement. ** This would be [two], as the multiplier or years, for certain of the executives covered by an Agreemnet 34 reemployed with another employer and is eligible to receive medical or other welfare such benefits under another employer-employer provided plan, the medical and other welfare benefits described herein shall will be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall will be considered to have remained employed until [three]* years after the Date end of Termination the Benefit Continuation Period and to have retired on the last day of such period; C. for [three]* years after the Executive's Date of Termination, (3) the Company shallwill, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall will be selected by the Executive in the Executive's ’s sole discretion discretion, provided that the cost of such outplacement will not exceed $50,000; and provided, however further, that such outplacement benefits will commence as of the maximum amount of expense to be incurred by the Company pursuant to this Section 6(a)(i)C in any one calendar year shall not exceed 10% later of the Executive's Annual Base Salary’s Date of Termination or the date of the Change in Control and will end not later than the last day of the second calendar year that begins after the Date of Termination; and D. (4) the Executive will immediately become fully vested in, and (if applicable) entitled to exercise, all stock-based awards granted to the Executive under any plans or agreements of the Company (with any performance-based awards vesting at the greater of the target level and the Pro Rata Portion of the level of achievement of the performance goals that the Compensation Committee, in its reasonable discretion, determines the Executive likely would have received for [three]* years after the applicable performance period), as of the later of the Executive's ’s Date of Termination or the date of the Change in Control; provided that the Executive’s Date of Termination occurs within 24 months following a Change in Control or within six months preceding a Change in Control. In such case, the Executive will be entitled to exercise all stock-based awards that are stock options or stock appreciation rights for a period of not less than 12 months following the later of the date of the Change in Control and the Executive’s Date of Termination, provided that such exercise period will not in any event extend beyond the last day of the original term of the relevant stock-related award. The acceleration of vesting and exercisability under this Section will apply notwithstanding any provision in any equity plan or agreement that would prevent the acceleration and vesting of the awards or cause them to be canceled, rescinded or otherwise impaired. For purposes of this Section 5(a)(4), stock-based awards will include stock options, restricted shares, restricted stock units and any other equity-based compensation awards. Other than options or stock appreciation rights that are exempt from Section 409A of the Code, the delivery of shares of common stock or cash (as applicable) in settlement of any stock-based awards (or portion thereof) described in this Section that (i) do not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code will be made as soon as practicable following the applicable vesting event, but no later than the “applicable 2 1/2 month period” as described in Treasury Regulation Section 1.409A-l(b)(4) and (ii) constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code will be made on the first permissible payment event under Section 409A of the Code on which the shares or cash would otherwise be delivered or paid. Notwithstanding the definition of “change in control” or “change of control” in any agreement, plan or arrangement governing such stock-based awards, the definition of Change in Control in this Agreement will, to the extent more favorable to the Executive, supersede such definitions in all respects with respect to such stock-based awards. (5) to the extent not theretofore paid or provided, the Company shall will timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Other Benefits (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (ii) If, during the Employment Period, the Executive shall terminate employment for Good Reason as defined in Section 5(c)(ii6) in accordance with the terms of this Agreement, then, subject to the provisions of Section 9 of this Agreement: A sum in cash within 30 days after the Date of Termination the Accrued Obligations;underlying plans or agreements.

Good Reason; Other Than for Cause, Death or Disability. (i) If, during the Employment Change of Control Period, the Company shall terminate terminates the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason as defined in Section 5(c)(i) of this Agreement, then, subject to the provisions of Section 9 of this AgreementReason: A. (A) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 thirty (30) days after the Date of Termination (provided, however, that no amount shall be paid pursuant to this paragraph (A) after March 15 of the year following the first anniversary of a Change of Control), the aggregate of the following amounts: (1) : the sum of (ai) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (bii) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Change of Control Period, if any (such higher amount being referred to as amount, the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365, and (ciii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (ai), (bii) and (iii), and (c) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) and the amount equal to the product of (ai) [three]* three and (bii) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and and in lieu of the receipt of shares of common stock of the Company (3“Common Stock”) issuable upon the exercise of outstanding options (other than stock options qualifying as incentive stock options (“ISOs”) under Section 422A of the Internal Revenue Code of 1986, as amended (the “Code”) which ISOs were granted on or prior to April 29, 1996) (“Options”), stock appreciation rights (“SARs”) and performance units (“Units”), if any (the Options, SARs and Units shall be referred to herein collectively as the “Awards”), granted to the Executive under the Company’s 1996 Stock Incentive Plan or any successor or substitute plans thereto, or otherwise not under any such plan, an amount equal to the product of (i) the excess of (ax) in the actuarial equivalent case of an ISO granted after April 29, 1996, the benefit under closing price of Common Stock as reported on the Company's qualified defined benefit retirement plan (New York Stock Exchange on the "Retirement Plan") (utilizing actuarial assumptions no less favorable to Date of Termination or the Executive than those in effect under the Company's Retirement Plan last full trading day immediately prior to the Effective Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for [three]* years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested(or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading value in the Common Stock is highest) (the “Closing Price”) and, assuming that in the Executive's compensation in each case of all other Awards, the higher of the [three]* years is that required by Section 4(b)(i) Closing Price and Section 4(b)(ii)the highest per share price for Common Stock actually paid in connection with any Change of Control, over (by) the actuarial equivalent of the Executive's actual benefit per share exercise price (paid or payable), if any) of each Award, under and (2) the Retirement Plan and the SERP as number of shares of Common Stock covered by each such Award, whether or not such Award is exercisable on the Date of Termination;; and B. (B) for [three]** three (3) years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement as if the Executive's ’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its the affiliated companies and their families, provided, however, that that, if the Executive becomes * This would be [two] , as the multiplier or years, for certain of the Executives covered by an Agreement. ** This would be [two], as the multiplier or years, for certain of the executives covered by an Agreemnet 34 reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of If the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until [three]* years after has attained age fifty (50) on the Date of Termination and to have retired on the last day if, with five additional years of such period; C. for [three]* years after age and service beyond the Executive's ’s age and years of service as of the Date of Termination, the Executive would have been entitled to receive any other benefits under the Company’s post-retirement programs as in effect immediately prior to the Effective Date, then the Executive shall be entitled to such benefits as if the Executive had attained those five additional years of age and been employed by the Company for those five additional years of service, as of the Date of Termination, and such benefits shall commence immediately and be determined and provided under the terms of such plans as in effect immediately prior to the Effective Date, without regard to any amendments subsequent to the Effective Date that adversely affect the rights of participants thereunder; and (C) Notwithstanding any provision in any equity or equity-based grant agreement or any other agreement or plan covering the Executive, all of the non-competition restrictions imposed on the Executive under such equity or equity-based grant agreement shall cease to apply for all purposes of such equity or equity-based grant agreement, including but not limited to all options, stock appreciation rights, and performance units granted to the Executive at any time; and (D) the Company shall, at its sole expense as incurred, and subject to a maximum limit equal to three (3) times the Executive’s monthly compensation, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in the Executive's ’s sole discretion provided, however that the maximum amount of expense to be incurred by the Company pursuant to this Section 6(a)(i)C in any one calendar year shall not exceed 10% of the Executive's Annual Base Salarydiscretion; and D. for [three]* years after the Executive's Date of Termination, (E) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its the affiliated companies (such other amounts and benefits shall be hereinafter referred to as benefits, the "“Other Benefits"”). (ii) If, during the Employment Period, the Executive shall terminate employment for Good Reason as defined in Section 5(c)(ii) of this Agreement, then, subject to the provisions of Section 9 of this Agreement: A sum in cash within 30 days after the Date of Termination the Accrued Obligations;

Good Reason; Other Than for Cause, Death or Disability. (i) If, during the Employment Period, the Company Energy Group shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason as defined in Section 5(c)(i) of this Agreement, then, subject to the provisions of Section 9 of this AgreementReason: A. the Company (i) Energy Group shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) A. the sum of (a1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (b2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (c3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (a1), (b2), and (c3) shall be hereinafter referred to as the "Accrued Obligations"); and (2) B. the amount equal to the product of (a1) [three]* the Multiple and (b2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and; (3ii) an amount equal to the excess for a number of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for [three]* years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the [three]* years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; B. for [three]** 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 Company Energy Group or any of its affiliated companies shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv5(b)(iv) of this Agreement 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 of the Company and Energy Group or any of its affiliated companies and their families, provided, however, that if the Executive becomes * This would be [two] , as the multiplier or years, for certain of the Executives covered by an Agreement. ** This would be [two], as the multiplier or years, for certain of the executives covered by an Agreemnet 34 reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until [three]* the expiration of a number of years after the Date of Termination equal to the Multiple and to have retired on the last day of such period; C. for [three]* years after the Executive's Date (iii) Energy Group or any of Termination, the Company 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, however that but the maximum amount cost to Energy Group of expense to be incurred by the Company pursuant to this Section 6(a)(i)C in any one calendar year which shall not exceed 10% of the Executive's Annual Base Salary$30,000; and D. for [three]* years after the Executive's Date of Termination, (iv) to the extent not theretofore paid or provided, the Company Energy Group or any of its affiliated companies shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and Energy Group or any of its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (ii) If, during the Employment Period, the Executive shall terminate employment for Good Reason as defined in Section 5(c)(ii) of this Agreement, then, subject to the provisions of Section 9 of this Agreement: A sum in cash within 30 days after the Date of Termination the Accrued Obligations;

Good Reason; Other Than for Cause, Death or Disability. (i) If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason as defined in Section 5(c)(i) of this Agreement, then, subject to the provisions of Section 9 of this Agreement: A. 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: (1) the sum of (a) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (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 which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (c) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (a), (b), and (c) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to the product of (a) [three]* and (b) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (3) an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for [three]* years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the [three]* years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; B. for [three]** years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement 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 of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes * This would be [two] , as the multiplier or years, for certain of the Executives covered by an Agreement. ** This would be [two]11 families, as provided, however, that if the multiplier or years, for certain of the executives covered by an Agreemnet 34 Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until [three]* years after the Date of Termination and to have retired on the last day of such period; C. for [three]* years after the Executive's Date of Termination, the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in the Executive's sole discretion provided, however that the maximum amount of expense to be incurred by the Company pursuant to this Section 6(a)(i)C in any one calendar year shall not exceed 10% of the Executive's Annual Base Salary; and D. for [three]* years after the Executive's Date of Termination, 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"). (ii) If, during the Employment Period, the Executive shall terminate employment for Good Reason as defined in Section 5(c)(ii) of this Agreement, then, subject to the provisions of Section 9 of this Agreement: A : A. the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the Accrued Obligations;

Good Reason; Other Than for Cause, Death or Disability. (i) If, during the Employment Period, the Company shall terminate Partnership or the Employer (as applicable) terminates the Executive's ’s employment other than for Cause (at a time when the Executive is otherwise willing and able to continue providing services) or Disability or the Executive shall terminate terminates employment for Good Reason as defined in Section 5(c)(i) of this Agreement, then, subject to the provisions of Section 9 of this AgreementReason: A. (1) the Company Partnership or the Employer (as applicable) shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts: (1A) the sum of (ai) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (bii) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as amount, the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365, and (ciii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (ai), (bii) and (iii), and (c) shall be hereinafter referred to as the "“Accrued Obligations"”); and; (2B) the amount equal to the product of (ai) [three]* severance multiple]2 and (bii) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and; (3C) an amount equal to the excess of (ai) the actuarial equivalent of the benefit under the Partnership’s, the Employer’s and/or any Affiliated Company's ’s qualified defined benefit retirement plan (the "“Retirement Plan"”) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), ) and any excess or supplemental retirement plan in which the Executive participates (togethercollectively, the "“SERP"”) which that the Executive would receive if the Executive's ’s employment continued for [three]* severance multiple] years after the Date of Termination Termination, assuming for this purpose that (x) the Executive’s age and service credit are increased by the number of years that the Executive is deemed to be so employed and, (y) all accrued benefits are fully vested, and, assuming that vested and (z) the Executive's ’s compensation in each of the [three]* severance multiple] years is that required by Section 4(b)(iSections 3(b)(1) and Section 4(b)(ii)3(b)(2) payable in equal monthly installments over such [severance multiple] years, over (bii) the actuarial equivalent of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; B. (D) an amount equal to the sum of the Partnership, the Employer or an Affiliated Company’s (as applicable) matching or other Partnership, the Employer or an Affiliated Company’s (as applicable) contributions under the Partnership’s, the Employer’s or an Affiliated Company’s (as applicable) qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for [three]** severance multiple] years after the Date of Termination, assuming for this purpose that (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the [severance multiple] years is that required by Sections 3(b)(1) and 3(b)(2) and (z) to the extent that the Partnership and/or the Employer (as applicable) 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 (E) if and only if the Executive experiences a Pre-Change Termination and such termination results in forfeiture of outstanding unvested awards held by Executive under the Employer’s equity incentive plans that would have otherwise vested pursuant to Section 3(b)(9) had the Executive remained continuously employed with the Employer through the date of a Change of Control, an amount paid in cash or such other property as the Employer shall determine, in its sole discretion, equal to the amount the Executive would have been entitled to receive with respect to the vesting (and to the extent such awards were exercisable, as if such awards were immediately exercised on a net exercise basis) of such forfeited awards if such awards had remained outstanding and vested on the date of the Change of Control; and (2) for [severance multiple] years after the Executive's ’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policypolicy (the “Benefit Continuation Period”), the Company Partnership and/or the Employer (as applicable) shall continue benefits to the Executive and/or the Executive's ’s family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement as 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 Partnership, the Employer and its affiliated companies the Affiliated Companies and their families, provided, however, that that, if the Executive becomes * This would be [two] , as the multiplier or years, for certain of the Executives covered by an Agreement. ** This would be [two], as the multiplier or years, for certain of the executives covered by an Agreemnet 34 reemployed with another employer and is eligible to receive medical or other welfare such benefits under another employer-employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. Any reimbursements made pursuant to the preceding shall be made in accordance with the requirements of the last sentence of Section 3(b)(5). 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). For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed (for purposes of both age and service credit) until [three]* years after the Date end of Termination the Benefit Continuation Period and to have retired on the last day of such period; C. for [three]* years after the Executive's Date of Termination, the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in the Executive's sole discretion provided, however that the maximum amount of expense to be incurred by the Company pursuant to this Section 6(a)(i)C in any one calendar year shall not exceed 10% of the Executive's Annual Base Salary; and D. for [three]* years after the Executive's Date of Termination, (3) to the extent not theretofore paid or provided, the Company Partnership or the Employer (as applicable) shall timely pay or provide to the Executive any other amounts Other Benefits (as defined in Section 6). Notwithstanding the foregoing, the receipt and/or retention of the compensation and benefits provided pursuant to this Section 5(a) and of any Gross-Up Payment provided pursuant to Section 8 (but not, to the extent provided, the timing of payment or provision of such compensation and benefits required or Gross-Up Payments) shall be subject to be paid or provided or the Executive’s timely execution, delivery to the Employer and non-revocation of a release of claims against the Partnership, the Employer and their respective Affiliated Companies, in such form as reasonably acceptable to the Employer, which release shall become final and irrevocable within fifty-five (55) days following the Date of Termination (the “Release Requirement”). In the event that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of does not timely satisfy the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (ii) If, during the Employment PeriodRelease Requirement, the Executive shall terminate employment for Good Reason as defined in Section 5(c)(ii) of this Agreement, then, subject promptly return to the provisions of Employer any and all amounts previously paid pursuant to Section 9 of this Agreement: A sum in cash within 30 days after the Date of Termination 5(a)(1) (other than the Accrued Obligations;) and any Gross-Up Payments previously paid pursuant to Section 8 and shall immediately forfeit all right to any future payments and benefits to be provided pursuant to this Section 5(a) and to any future Gross-Up Payments to be provided pursuant to Section 8 (except as otherwise required to be offered or provided pursuant to applicable law).3

Good Reason; Other Than for Cause, Death or Disability. (i) If, during the Employment Period, the Executive’s Termination of Employment shall be by Company shall terminate the Executive's employment other than for Cause or Disability or by the Executive shall terminate employment for Good Reason as defined in Section 5(c)(i) of this Agreement, then, subject to the provisions of Section 9 of this AgreementReason: A. i. the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:amounts (such aggregate amounts shall be hereinafter referred to as the “Special Termination Amount”): (1) the sum of (a1) the Executive's ’s Annual Base Salary through the Date of Termination and any Annual Bonus(es) that relate to performance periods that have ended on or before the extent not theretofore paidDate of Termination, (b2) the product of (x) the higher of (I) the Recent Annual Average Bonus and (II) the Annual Bonus paid or payable, including any bonus amount that would have been paid or portion thereof which has been earned but deferred would be payable were it not for a mandatory or voluntary deferral of such amount (and annualized for any fiscal year consisting of less than twelve full months or during for which the Executive was has been employed for less than twelve full months), ) for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 (provided that, if the Executive’s Date of Termination is the same day as a Change of Control occurs as defined in the Annual and Long-Term Incentive Plans or any counterpart or successor plans thereto, the amount payable under this clause (2) shall be reduced (but not below zero) by the amounts paid or payable under such plans as a result of the Change of Control); and (c3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, ; in each case to the extent not theretofore paid (the sum of the amounts described in clauses (a1), (b2), and (c3) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to the product of (a1) [three]* three and (b2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and (3) an a separate lump-sum supplemental retirement benefit equal to: (1) if the Executive is participating in the Jxxxxxx Controls, Inc. Pension Plan (or any successor plan thereto) (the “Pension Plan”) and/or is accruing a supplemental defined benefit amount equal to under the Jxxxxxx Controls, Inc. Restoration Benefit Plan (the “Restoration Plan”) or any other supplemental and/or excess retirement plan that provides a defined benefit-type accrual for the Executive (the “SERP”) as of the Effective Date, the amount, if any, by which (aA) the actuarial equivalent single-sum value (utilizing for this purpose the actuarial assumptions utilized to determine lump sum payments as of the Date of Termination with respect to the Pension Plan) of the benefit payable under the Company's qualified Pension Plan, the related defined benefit retirement plan (component of the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Restoration Plan immediately prior to the Effective Date), and or any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") other SERP which the Executive would receive if the Executive's ’s employment continued at the compensation level provided for [three]* years after in Sections 3(b)(i) and 3(b)(ii) of this Agreement until the Date second anniversary of Termination the Effective Date, assuming for this purpose that all accrued benefits are fully vested, and, vested and that benefit accrual formulas and the actuarial assumptions are no less advantageous to the Executive than those most favorable to the Executive and in effect during the 90-day period immediately preceding the Effective Date and assuming that the Executive's compensation in each benefits commence on the earliest date following Termination of Employment on which the [three]* years is that required by Section 4(b)(i) and Section 4(b)(ii)Executive would be eligible to commence benefits under the Pension Plan, over exceeds (bB) the actuarial equivalent single-sum value (utilizing for this purpose the same actuarial assumptions as were utilized in clause (1) above) of the Executive's ’s actual benefit (paid or payable)) with payment assumed to have commenced at the same time as under clause (1) above, if any, under the Retirement Pension Plan, the Restoration Plan and the SERP SERP; or (2) if the Executive is participating in the Jxxxxxx Controls, Inc. Savings and Investment (401k) Plan, or any successor plan thereto (the “SIP”), and/or is eligible for any supplemental defined contribution benefits under the Restoration Plan or any other supplemental or excess retirement plan that provides a defined contribution-type benefit for the Executive (the “DC SERP”) as of the Date Effective Date, the amount equal to the Company non-matching and non-elective deferral contributions that would have been made for the Executive under the SIP, the Restoration Plan and the DC SERP if the Executive’s employment continued at the compensation level provided for in Sections 3(b)(i) and 3(b)(ii) of Termination; B. this Agreement until the second anniversary of the Effective Date, assuming for [three]** years this purpose that the Executive’s accounts are fully vested and that the contribution formulas are no less advantageous to the Executive than those most favorable to the Executive and in effect during the 90-day period immediately preceding the Effective Date, but determined without regard to any interest such amounts would have earned until the second anniversary of the Effective Date. Such lump sum shall be paid within thirty (30) business days after the Executive's ’s Separation from Service, provided that (x) if the Executive is a Specified Employee, payment will be delayed until no earlier than six (6) months and no later than seven (7) months after the date of the Executive’s Separation from Service, and if so delayed, such payment shall be accompanied by a payment of interest at an annual rate equal to the “prime rate” as published from time to time by The Wall Street Journal, such rate changing as and when such published rate changes (the “Prime Rate”), compounded quarterly, and (y) if the Effective Date is prior to a Change of TerminationControl pursuant to Section 1(a)(ii), payment will be made within thirty (30) business days following the Change of Control. ii. until the second anniversary of the Effective Date, or such longer period as may be provided by the terms of the appropriate any plan, program, practice or policypolicy may provide, the Company shall continue welfare benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(iv) of this Agreement as if the Executive's employment ’s Employment had not been terminated Terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its Affiliated Companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies Affiliated Companies and their families, provided, however, that if the Executive becomes * This would be [two] , as the multiplier or years, for certain of the Executives covered by an Agreement. ** This would be [two], as the multiplier or years, for certain of the executives covered by an Agreemnet 34 reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until [three]* years after the second anniversary of the Effective Date of Termination and to have retired on the last day of such period;. With respect to the foregoing: C. for [three]* years after (1) If applicable, following the Executive's Date end of Terminationthe COBRA continuation period, if such health care coverage is provided under a health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall, at its sole expense shall amend such health plan to comply therewith. The continuation of health care coverage hereunder shall count as incurred, provide COBRA continuation coverage; (2) If the Executive with outplacement services is a Specified Employee, then during the scope and provider first six (6) months following the Executive’s Separation from Service, the Executive shall pay the Company for any life insurance coverage that provides a benefit in excess of which $50,000 under a group term life insurance policy. After the end of such six (6)-month period, the Company shall be selected make a cash payment to the Executive equal to the aggregate premiums paid by the Executive in for such coverage, and such payment shall be credited with interest at an annual rate equal to the Executive's sole discretion providedPrime Rate, however that compounded quarterly, and thereafter such coverage shall be provided at the maximum amount expense of expense to be incurred by the Company pursuant to this Section 6(a)(i)C in any one calendar year shall not exceed 10% for the remainder of the Executive's Annual Base Salaryperiod ending on the second anniversary of the Effective Date; and D. for [three]* years after (3) If the Effective Date is prior to a Change of Control pursuant to Section 1(a)(ii), then the Company shall fulfill its obligations hereunder by providing retroactive welfare benefits coverage to the Executive's ’s Date of TerminationTermination and, if the Executive has paid COBRA premiums for health care coverage from the Date of Termination through the date of the Change of Control, the Company shall reimburse the Executive for the aggregate amount of such COBRA premiums within thirty (30) business days following the Change of Control, without liability for interest thereon; and iii. to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive pursuant to this Agreement under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”). (ii) If, during the Employment Period, the Executive shall terminate employment for Good Reason as defined in Section 5(c)(ii) of this Agreement, then, subject to the provisions of Section 9 of this Agreement: A sum in cash within 30 days after the Date of Termination the Accrued Obligations;

Good Reason; Other Than for Cause, Death or Disability. (i) If, during the Employment Period, the Company shall terminate Taubman terminates the Executive's employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason as defined in Section 5(c)(iReason: (1) Taubman shall pay, or shall cause one of this Agreementthe Affiliated Company to pay, then, subject to the provisions of Section 9 of this Agreement: A. 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: (1A) the sum of (ai) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, ; (bii) 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) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which that has been earned but deferred (and annualized for any fiscal year consisting of less than twelve 12 full months or during which the Executive was employed for less than twelve 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as amount, the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365; and (cv) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (ai), (bii), (iii), (iv) and (c) shall be hereinafter referred to as v), the "Accrued Obligations"); and; (2B) the amount equal to the product of (ai) [three]* in the case of a Window Period Termination, two, and in all other cases, two and a half and (bii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (32) an amount equal to other than in the excess event of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date)a Window Period Termination, and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for [three]* years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the [three]* years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; B. for [three]** years 30 months after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) of this Agreement as and Section 3(b)(6) if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, ; provided, however, that that, if the Executive becomes * This would be [two] , as the multiplier or years, for certain of the Executives covered by an Agreement. ** This would be [two], as the multiplier or years, for certain of the executives covered by an Agreemnet 34 reemployed with another employer and is eligible to receive medical or other welfare such benefits under another employer-employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibilityterminate. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until [three]* three years after the Date of Termination and to have retired on the last day of such period; C. for [three]* years after (3) other than in the Executive's Date event of a Window Period Termination, Taubman shall provide, or shall cause one of the Company shallAffiliated Companies to provide, at its sole expense as incurred, provide the Executive with outplacement benefits through the services the scope and provider of which shall be an independent outplacement consulting firm selected by Taubman during the Executive in 12-month period following the Executive's sole discretion provided, however that the maximum amount Date of expense to be incurred by the Company pursuant to this Section 6(a)(i)C in any one calendar year shall not exceed 10% of the Executive's Annual Base SalaryTermination; and D. for [three]* years after the Executive's Date of Termination, (4) to the extent not theretofore paid or provided, the Company Taubman shall timely pay or provide provide, or shall cause one of the Affiliated Companies to timely pay or provide, to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Other Benefits (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (ii) If, during the Employment Period, the Executive shall terminate employment for Good Reason as defined in Section 5(c)(ii) of this Agreement, then, subject to the provisions of Section 9 of this Agreement: A sum in cash within 30 days after the Date of Termination the Accrued Obligations;6).

Good Reason; Other Than for Cause, Death or Disability. (i) If, during the Employment Period, the Executive’s Termination of Employment shall be by Company shall terminate the Executive's employment other than for Cause or Disability or by the Executive shall terminate employment for Good Reason as defined in Section 5(c)(i) of this Agreement, then, subject to the provisions of Section 9 of this AgreementReason: A. i. the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:amounts (such aggregate amounts shall be hereinafter referred to as the “Special Termination Amount”): (1) the sum of (a1) the Executive's ’s Annual Base Salary through the Date of Termination and any Annual Bonus(es) that relate to performance periods that have ended on or before the extent not theretofore paidDate of Termination, (b2) the product of (x) the higher of (I) the Recent Annual Average Bonus and (II) the Annual Bonus paid or payable, including any bonus amount that would have been paid or portion thereof which has been earned but deferred would be payable were it not for a mandatory or voluntary deferral of such amount (and annualized for any fiscal year consisting of less than twelve full months or during for which the Executive was has been employed for less than twelve full months), ) for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "“Highest Annual Bonus"”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 (provided that, if the Executive’s Date of Termination is the same day as a Change of Control occurs as defined in the Annual and Long-Term Incentive Plans or any counterpart or successor plans thereto, the amount payable under this clause (2) shall be reduced (but not below zero) by the amounts paid or payable under such plans as a result of the Change of Control); and (c3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, ; in each case to the extent not theretofore paid (the sum of the amounts described in clauses (a1), (b2), and (c3) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to the product of (a1) [three]* three and (b2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and (3) an a separate lump-sum supplemental retirement benefit equal to: (1) if the Executive is participating in the Xxxxxxx Controls, Inc. Pension Plan (or any successor plan thereto) (the “Pension Plan”) and/or is accruing a supplemental defined benefit amount equal to under the Xxxxxxx Controls, Inc. Restoration Benefit Plan (the “Restoration Plan”) or any other supplemental and/or excess retirement plan that provides a defined benefit-type accrual for the Executive (the “SERP”) as of the Effective Date, the amount, if any, by which (aA) the actuarial equivalent single-sum value (utilizing for this purpose the actuarial assumptions utilized to determine lump sum payments as of the Date of Termination with respect to the Pension Plan) of the benefit payable under the Company's qualified Pension Plan, the related defined benefit retirement plan (component of the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Restoration Plan immediately prior to the Effective Date), and or any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") other SERP which the Executive would receive if the Executive's ’s employment continued at the compensation level provided for [three]* years after in Sections 3(b)(i) and 3(b)(ii) of this Agreement until the Date second anniversary of Termination the Effective Date, assuming for this purpose that all accrued benefits are fully vested, and, vested and that benefit accrual formulas and the actuarial assumptions are no less advantageous to the Executive than those most favorable to the Executive and in effect during the 90-day period immediately preceding the Effective Date and assuming that the Executive's compensation in each benefits commence on the earliest date following Termination of Employment on which the [three]* years is that required by Section 4(b)(i) and Section 4(b)(ii)Executive would be eligible to commence benefits under the Pension Plan, over exceeds (bB) the actuarial equivalent single-sum value (utilizing for this purpose the same actuarial assumptions as were utilized in clause (1) above) of the Executive's ’s actual benefit (paid or payable)) with payment assumed to have commenced at the same time as under clause (1) above, if any, under the Retirement Pension Plan, the Restoration Plan and the SERP SERP; or (2) if the Executive is participating in the Xxxxxxx Controls, Inc. Savings and Investment (401k) Plan, or any successor plan thereto (the “SIP”), and/or is eligible for any supplemental defined contribution benefits under the Restoration Plan or any other supplemental or excess retirement plan that provides a defined contribution-type benefit for the Executive (the “DC SERP”) as of the Date Effective Date, the amount equal to the Company non-matching and non-elective deferral contributions that would have been made for the Executive under the SIP, the Restoration Plan and the DC SERP if the Executive’s employment continued at the compensation level provided for in Sections 3(b)(i) and 3(b)(ii) of Termination; B. this Agreement until the second anniversary of the Effective Date, assuming for [three]** years this purpose that the Executive’s accounts are fully vested and that the contribution formulas are no less advantageous to the Executive than those most favorable to the Executive and in effect during the 90-day period immediately preceding the Effective Date, but determined without regard to any interest such amounts would have earned until the second anniversary of the Effective Date. Such lump sum shall be paid within thirty (30) business days after the Executive's ’s Separation from Service, provided that (x) if the Executive is a Specified Employee, payment will be delayed until no earlier than six (6) months and no later than seven (7) months after the date of the Executive’s Separation from Service, and if so delayed, such payment shall be accompanied by a payment of interest at an annual rate equal to the “prime rate” as published from time to time by The Wall Street Journal, such rate changing as and when such published rate changes (the “Prime Rate”), compounded quarterly, and (y) if the Effective Date is prior to a Change of TerminationControl pursuant to Section 1(a)(ii), payment will be made within thirty (30) business days following the Change of Control. ii. until the second anniversary of the Effective Date, or such longer period as may be provided by the terms of the appropriate any plan, program, practice or policypolicy may provide, the Company shall continue welfare benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(iv) of this Agreement as if the Executive's employment ’s Employment had not been terminated Terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its Affiliated Companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies Affiliated Companies and their families, provided, however, that if the Executive becomes * This would be [two] , as the multiplier or years, for certain of the Executives covered by an Agreement. ** This would be [two], as the multiplier or years, for certain of the executives covered by an Agreemnet 34 reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until [three]* years after the second anniversary of the Effective Date of Termination and to have retired on the last day of such period;. With respect to the foregoing: C. for [three]* years after (1) If applicable, following the Executive's Date end of Terminationthe COBRA continuation period, if such health care coverage is provided under a health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall, at its sole expense shall amend such health plan to comply therewith. The continuation of health care coverage hereunder shall count as incurred, provide COBRA continuation coverage; (2) If the Executive with outplacement services is a Specified Employee, then during the scope and provider first six (6) months following the Executive’s Separation from Service, the Executive shall pay the Company for any life insurance coverage that provides a benefit in excess of which $50,000 under a group term life insurance policy. After the end of such six (6)-month period, the Company shall be selected make a cash payment to the Executive equal to the aggregate premiums paid by the Executive in for such coverage, and such payment shall be credited with interest at an annual rate equal to the Executive's sole discretion providedPrime Rate, however that compounded quarterly, and thereafter such coverage shall be provided at the maximum amount expense of expense to be incurred by the Company pursuant to this Section 6(a)(i)C in any one calendar year shall not exceed 10% for the remainder of the Executive's Annual Base Salaryperiod ending on the second anniversary of the Effective Date; and D. for [three]* years after (3) If the Effective Date is prior to a Change of Control pursuant to Section 1(a)(ii), then the Company shall fulfill its obligations hereunder by providing retroactive welfare benefits coverage to the Executive's ’s Date of TerminationTermination and, if the Executive has paid COBRA premiums for health care coverage from the Date of Termination through the date of the Change of Control, the Company shall reimburse the Executive for the aggregate amount of such COBRA premiums within thirty (30) business days following the Change of Control, without liability for interest thereon; and iii. to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive pursuant to this Agreement under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”). (ii) If, during the Employment Period, the Executive shall terminate employment for Good Reason as defined in Section 5(c)(ii) of this Agreement, then, subject to the provisions of Section 9 of this Agreement: A sum in cash within 30 days after the Date of Termination the Accrued Obligations;