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

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Employee’s employment other than for Cause, Disability, or death or if the Employee shall terminate the Employee’s employment for Good Reason. the Company shall pay to the Employee in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: (i) to the extent not theretofore paid, the Employee’s Highest Base Salary through the Date of Termination; and (ii) the product of (x) the highest Annual Bonus earned by the Employee during the two fiscal years immediately preceding the Date of Termination, or, if higher, the Employee’s Target Bonus after the date of this Agreement until two Annual Bonuses have actually been earned 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 three hundred sixty-five (365); and (iii) two (2)-times the Employee’s Highest Base Salary; and (iv) two (2)-times the Employee’s highest Annual Bonus earned by the Employee during two fiscal years immediately preceding the Date of Termination, provided that Employee’s Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s Target Bonus until an Annual Bonus has actually been earned; and (v) in the case of compensation previously deferred by the Employee, all amounts previously deferred (together with accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; (vi) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Employee and/or the Employee’s family at least equal to those which would have been provided to them as if the Employee’s employment had not been terminated, in accordance with the most favorable employee benefit plans of the Company and its subsidiaries (including health insurance and life insurance) during the ninety-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees and their families; and (vii) all outstanding equity awards shall immediately vest and, as applicable, become exercisable, and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two (2) year period following the Date of Termination or, if earlier, the expiration date indicated in the respective equity award agreement (if any).

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, If the Company shall terminate the Employee’s Xxxxxxxx'x employment other than for Cause, Disability, or death or if the Employee Xxxxxxxx shall terminate the Employee’s his employment for Good Reason. Reason at any time during the Employment Period, except during a three-year period following any Change of Control (in which case the provisions of Section 6(e) shall apply), then in such event: (i) the Company shall pay to the Employee Xxxxxxxx in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: (i) A. to the extent not theretofore paid, the Employee’s Highest Base Xxxxxxxx'x Salary through the Date of Termination; and (ii) B. the product of (x) the highest Annual Bonus earned by the Employee paid to Xxxxxxxx during the two three (3) fiscal years immediately preceding the fiscal year in which the Date of Termination, or, if higher, Termination occurs (the Employee’s Target Bonus after the date of this Agreement until two Annual Bonuses have actually been earned "Recent Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date date of Termination and the denominator of which is three hundred sixty-five (365); and C. the product of (iiix) two (2)-times 2.0) and (y) the Employee’s Highest Base Salarysum of (i) the Salary and (ii) the Recent Bonus; and (iv) two (2)-times the Employee’s highest Annual Bonus earned by the Employee during two fiscal years immediately preceding the Date of Termination, provided that Employee’s Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s Target Bonus until an Annual Bonus has actually been earned; and (v) D. in the case of compensation previously deferred by the EmployeeXxxxxxxx, all amounts previously deferred (together with any accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company;; and (viii) for a two-year period following the remainder Date of the Employment Period, or such longer period as any plan, program, practice or policy may provideTermination, the Company shall continue benefits to the Employee Xxxxxxxx and/or the Employee’s Xxxxxxxx'x family at least equal to those which would have been provided to them as in accordance with the plans, programs, practices and policies provided under this Agreement if the Employee’s Xxxxxxxx'x employment had not been terminated, including health insurance and life insurance, in accordance with the most favorable employee benefit plans of plans, practices, programs or policies provided by the Company and its subsidiaries (including health insurance and life insurance) during the ninety90-day period immediately preceding the Effective Date of Termination or, if more favorable to the EmployeeXxxxxxxx, as in effect at any time thereafter with respect to other key employees and their families; and (vii) all outstanding equity awards shall immediately vest and. Notwithstanding the foregoing, as applicable, become exercisable, and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two (2) year period following the Date of Termination or, if earlierhowever, the expiration date indicated in Company shall continue at all times to offer and provide the above-described health insurance coverages to Xxxxxxxx and his spouse until their respective equity award agreement (if any)dates of death, except to the extent such coverage is or otherwise becomes available to Xxxxxxxx and his spouse under the Medicare program of benefits.

Good Reason; Other Than for Cause or Disability. If, during the ----------------------------------------------- Employment Period, the Company shall terminate the Employee’s Executive's employment other than for Cause, Cause or Disability, or death or if the Employee Executive shall terminate the Employee’s employment under this Agreement for Good Reason. the : (i) The Company shall pay to the Employee Executive in a lump sum in cash within thirty (30) 30 days after the Date of Termination the aggregate of the following amounts: (iA) to the extent not theretofore paid, the Employee’s Highest Base Salary through the Date of TerminationAll Accrued Obligations; and (iiB) the The product of (x) the highest Annual Bonus earned by the Employee during the two fiscal years immediately preceding the Date of Termination, or, if higher, the Employee’s Target Bonus after the date of this Agreement until two Annual Bonuses have actually been earned three and (y) the sum of (i) Annual Base Salary and (ii) the Highest Annual Bonus; provided that if Annual Base Salary described in clause (i), above, equals $0 because of the restrictions set forth in Section 4(b)(i) on Annual Base Salary for periods occurring before January 1, 2001, for purposes of this Section 6(d)(i)(B), Annual Base Salary shall equal the amount most recently established by the Board for this purpose before the Effective Date; and provided further that if the Highest Annual Bonus described in clause (ii), above, equals $0 because of the restrictions set forth in Section 4(b)(ii) on bonuses for fiscal years beginning before January 1, 2000, for purposes of this Section 6(d)(i)(B), the Highest Annual Bonus shall equal 75% of the Executive's Annual Base Salary (determined after taking into account the preceding proviso); and provided further that the amount taken into account under clauses (i) and (ii), above, shall be multiplied by a fraction, not exceeding 1, the numerator of which is the number of days full calendar months that both (1) fall in the current fiscal year through 36-month period immediately following the Date of Termination and (2) (a) with respect to clause (i), begin on or after January 1, 2001, and (b) with respect to clause (ii), begin on or after January 1, 2000, and the denominator of which is three hundred sixty-five (365)36; and (iiiC) two A lump sum retirement benefit equal to the difference between (2)-times 1) the Employee’s Highest Base Salaryactuarial equivalent of the benefit under the Pension Plan and any supplemental and/or excess retirement plan providing benefits for the Executive which the Executive would receive if the Executive's employment continued at the compensation levels provided for in this Agreement for the remainder of the Employment Period, assuming for this purpose that all accrued benefits are fully vested, and (2) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Pension Plan; for purposes of determining the amount payable pursuant to this Section 6(d)(i)(C) the accrual formulas and actuarial assumptions utilized shall be no less favorable than those in effect with respect to the Pension Plan and the SERP during the 90-day period immediately prior to the Effective Date; and (ivii) two (2)-times the Employee’s highest Annual Bonus earned by the Employee during two fiscal years immediately preceding the Date of Termination, provided that Employee’s Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s Target Bonus until an Annual Bonus has actually been earned; and (v) in the case of compensation previously deferred by the Employee, all amounts previously deferred (together with accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; (vi) for For the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Employee Executive and/or the Employee’s Executive's family at least equal to those which would have been provided to them as in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Employee’s Executive's employment had not been terminated, terminated in accordance with the most favorable employee benefit plans plans, practices, programs or policies of the Company and its subsidiaries (including health insurance affiliated companies applicable generally to other peer executives and life insurance) their families during the ninety90-day period immediately preceding the Effective Date or, if more favorable to the EmployeeExecutive, as in effect generally at any time thereafter with respect to other key employees peer executives of the Company and its affiliated companies and their families; and (vii) all outstanding equity awards . For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall immediately vest andbe considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period. In lieu of the benefits provided for in this Section 6(d)(ii), as applicable, become exercisable, and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two (2) year period following Executive may elect within 60 days of the Date of Termination orto be paid an amount in cash equal to the present value of such benefits on an after-tax basis. In determining present value, if earliera discount rate equal to the federal mid-term rate under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the expiration date indicated "Code") shall be utilized. The right to continued benefits granted to the Executive and/or his family pursuant to this Section 6(d)(ii) shall be in addition to any right of continued coverage under any of the respective equity award agreement plans, programs, practices and policies described in Section 4(b)(iv) of the Agreement which the Executive and/or his family may be entitled to under the Consolidated Omnibus Budget Reconciliation Act of 1985 (if any)"COBRA") upon any loss of coverage under such plans, programs, practices and policies.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Employee’s 's employment other than for Cause, Disability, or death or if the Employee shall terminate the Employee’s his employment for Good Reason. : (i) the Company shall pay to the Employee in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: (i) A. to the extent not theretofore paid, the Employee’s 's Highest Base Salary through the Date of Termination; and (ii) B. the product of (x) the highest Annual Bonus earned by the Employee during the two fiscal years immediately preceding the Date of Termination, or, if higher, the Employee’s 's Target Bonus after the date of this Agreement until two an Annual Bonuses have Bonus has actually been earned 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 three hundred sixty-five (365); and C. the product of (iiix) two a fraction, the numerator of which is twenty-four (2)-times 24) minus the Employee’s number of whole months the Employee has been employed by the Company following the first anniversary of the Effective Date and the denominator of which is twelve (12) and (y) the annualized Highest Base Salary; and D. the product of (ivx) two fraction, the numerator of which is twenty-four (2)-times 24) minus the Employee’s number of whole months the Employee has been employed by the Company following the first anniversary of the Effective Date and the denominator of which is twelve (12) and (y) the highest Annual Bonus earned by the Employee during two fiscal years immediately preceding the Date of Termination, provided that Employee’s 's Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s his Target Bonus until an Annual Bonus has actually been earned; and (v) E. in the case of compensation previously deferred by the Employee, all amounts previously deferred (together with accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company;; and (vi) F. for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Employee and/or the Employee’s 's family at least equal to those which would have been provided to them as if the Employee’s 's employment had not been terminated, in accordance with the most favorable employee benefit plans of the Company and its subsidiaries (including health insurance and life insurance) during the ninety-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees and their families; and (viiii) all outstanding equity awards shall immediately vest and, as applicable, become exercisable, and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two (2) year period following the Date of Termination or, if earlier, the expiration date indicated in the respective equity award agreement (if any).

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, If the Company shall terminate the Employee’s Xxxxxx'x employment other than for Cause, Disability, or death or if the Employee Xxxxxx shall terminate the Employee’s his employment for Good Reason. Reason at any time during the Employment Period, except during a three-year period following any Change of Control (in which case the provisions of Section 6(d) shall apply), then in such event: (i) the Company shall pay to the Employee Xxxxxx in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: (i) A. to the extent not theretofore paid, the Employee’s Highest Base Xxxxxx'x Salary through the Date of Termination; and (ii) B. the product of (x) the highest Annual Bonus earned by the Employee paid to Xxxxxx during the two three (3) fiscal years immediately preceding the fiscal year in which the Date of Termination, or, if higher, Termination occurs (the Employee’s Target Bonus after the date of this Agreement until two Annual Bonuses have actually been earned "Recent Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date date of Termination and the denominator of which is three hundred sixty-five (365); and C. the product of (iiix) two (2)-times 2.0) and (y) the Employee’s Highest Base Salarysum of (i) the Salary and (ii) the Recent Bonus; and (iv) two (2)-times the Employee’s highest Annual Bonus earned by the Employee during two fiscal years immediately preceding the Date of Termination, provided that Employee’s Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s Target Bonus until an Annual Bonus has actually been earned; and (v) D. in the case of compensation previously deferred by the EmployeeXxxxxx, all amounts previously deferred (together with any accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company;; and (viii) for a two-year period following the remainder Date of the Employment Period, or such longer period as any plan, program, practice or policy may provideTermination, the Company shall continue benefits to the Employee Xxxxxx and/or the Employee’s Xxxxxx'x family at least equal to those which would have been provided to them as in accordance with the plans, programs, practices and policies provided under this Agreement if the Employee’s Xxxxxx'x employment had not been terminated, including health insurance and life insurance, in accordance with the most favorable employee benefit plans of plans, practices, programs or policies provided by the Company and its subsidiaries (including health insurance and life insurance) during the ninety90-day period immediately preceding the Effective Date of Termination or, if more favorable to the EmployeeXxxxxx, as in effect at any time thereafter with respect to other key employees and their families; and (vii) all outstanding equity awards shall immediately vest and. Notwithstanding the foregoing, as applicable, become exercisable, and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two (2) year period following the Date of Termination or, if earlierhowever, the expiration date indicated in Company shall continue at all times to offer and provide the above-described health insurance coverages to Xxxxxx and his spouse until their respective equity award agreement (if any)dates of death, except to the extent such coverage is or otherwise becomes available to Xxxxxx and his spouse under the Medicare program of benefits.

Good Reason; Other Than for Cause or Disability. If, during the Employment PeriodTerm, the Company shall terminate the Employee’s Executive's employment other than for Cause, Disabilityor as provided in Sections 4.2 and 4.3, or death or if the Employee Executive shall terminate the Employee’s his employment for Good Reason. : (i) the Company shall pay to the Employee Executive in a lump sum in cash within thirty (30) 30 days after the effective date of such termination (the "Date of Termination Termination") the aggregate of the following amounts: (i) A. to the extent not theretofore paid, the Employee’s Highest Executive's Base Salary through the Date of Termination; and; B. in the event of termination by the Company for any reason other than Cause, death or disability, or in the event of termination by the Executive for Good Reason other than Change of Control, the sum of (i) two and one-half (2 1/2) multiplied times the Executive's base salary plus, (ii) a prorated bonus for the product current fiscal year based upon the Executive's bonus paid during the last full fiscal year prior to the Date of (x) Termination; C. in the highest Annual Bonus earned event of termination by the Employee Executive as a result of a Change of Control, the result of three (3) multiplied times the average of the Executive's Annual Compensation (defined for the purpose of this subpart as Base Salary plus any bonuses earned, but excluding stock options exercised) during the two fiscal years immediately three (3) calendar year periods preceding the Date of Termination, or, if higher, the Employee’s Target Bonus after the date of this Agreement until two Annual Bonuses have actually been earned 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 three hundred sixty-five (365); and; (iii) two (2)-times the Employee’s Highest Base Salary; and (iv) two (2)-times the Employee’s highest Annual Bonus earned by the Employee during two fiscal years immediately preceding the Date of Termination, provided that Employee’s Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s Target Bonus until an Annual Bonus has actually been earned; and (v) D. in the case of compensation previously deferred by the EmployeeExecutive, all amounts previously deferred (together with any accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company;; and E. all other amounts accrued or earned by the Executive through the Date of Termination and amounts otherwise owing under the then existing plans and policies at the Company; and (via) for the remainder of the Employment PeriodTerm, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Employee Executive and/or the Employee’s Executive's family at least equal to those which would have been provided to them as in accordance with the plans, programs, practices and policies described in Section 3.2 of this Agreement if the Employee’s Executive's employment had not been terminated, including health, dental, disability insurance and life insurance, in accordance with the most favorable employee benefit plans plans, practices, programs or policies of the Company and its subsidiaries (including health insurance and life insurance) during the ninety180-day period immediately preceding the Effective Date or, if more favorable to the EmployeeExecutive, as in effect at any time thereafter with respect to other key employees executives and their families; and (vii) all outstanding equity awards shall immediately vest families and, as applicablefor purposes of eligibility for retiree benefits pursuant to such plans, become exercisablepractices, programs and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two (2) year period following the Date of Termination or, if earlierpolicies, the expiration date indicated in Executive shall be considered to have remained employed until the respective equity award agreement (if any)end of the Term and to have retired on the last day of such period.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Employee’s 's employment other than for Cause, Disability, or death or if the Employee shall terminate the Employee’s his employment for Good Reason. : (i) the Company shall pay to the Employee in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: (i) A. to the extent not theretofore paid, the Employee’s 's Highest Base Salary through the Date of Termination; and (ii) B. the product of (x) the highest Annual Bonus earned by the Employee during the two fiscal years immediately preceding the Date of Termination, or, if higher, the Employee’s 's Target Bonus after the date of this Agreement until two an Annual Bonuses have Bonus has actually been earned 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 three hundred sixty-five (365); and C. the product of (iiix) two a fraction, the numerator of which is twenty-four (2)-times 24) minus the Employee’s number of whole months the Employee has been employed by the Company following the first anniversary of the Effective Date and the denominator of which is twelve (12) and (y) the annualized Highest Base Salary; and D. the product of (ivx) two fraction, the numerator of which is twenty-four (2)-times 24) minus the Employee’s number of whole months the Employee has been employed by the Company following the first anniversary of the Effective Date and the denominator of which is twelve (12) and (y) the highest Annual Bonus earned by the Employee during two fiscal years immediately preceding the Date of Termination, provided that Employee’s 's Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s his Target Bonus until an Annual Bonus has actually been earned; and (v) E. in the case of compensation previously deferred by the Employee, all amounts previously deferred (together with accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company;; and (vi) F. for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Employee and/or the Employee’s 's family at least equal to those which would have been provided to them as if the Employee’s 's employment had not been terminated, in accordance with the most favorable employee benefit plans of the Company and its subsidiaries (including health insurance and life insurance) during the ninety-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees and their families; and (viiiii) all outstanding equity awards shall immediately vest and, as applicable, become exercisable, and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two (2) year period following the Date of Termination or, if earlier, the expiration date indicated in the respective equity award agreement (if any).; and

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the EmployeeExecutive’s employment other than for Cause, Disability, Cause or death Disability or if the Employee Executive’s employment shall terminate after the EmployeeCompany has provided the Executive notice pursuant to Section 2 of its intent not to extend the term of the Executive’s employment or the Executive shall terminate employment for Good Reason. : (i) the Company shall pay to the Employee in Executive a lump sum in cash within thirty (30) 30 days after the Date of Termination the aggregate of the following amounts: (iA) the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, the Employee’s Highest Base Salary through the Date of Termination; and (ii2) the product of (x) the average of the two highest Annual Bonus earned by Bonuses paid or payable to the Employee during Executive in respect of the two three most recent fiscal years ending immediately preceding prior to the Date of Termination, or, if higher, the Employee’s Target Bonus after the date of this Agreement until two Annual Bonuses have actually Termination including any bonus or portion thereof which has been earned but deferred (and annualized for any calendar year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months) (such amount being referred to as the “Recent Annual Bonus”1) and (y) a fraction, the numerator of which is the number of days in the current fiscal calendar year through the Date of Termination Termination, and the denominator of which is 365, and (3) any compensation previously deferred by the Executive to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the “Accrued Obligations”); provided, however, for the first three hundred sixty-five (365)years following the Effective Date of this Agreement, the Recent Annual Bonus shall be the greater of the amount calculated under this Section 5(a)(i) or $67,500; and (B) the amount equal to the product of (1) two and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Recent Annual Bonus; (ii) the restrictions on any restricted stock granted to the Executive by the Company shall lapse immediately and any options granted to the Executive by the Company shall become immediately and fully exercisable; (iii) two (2)-times the Employee’s Highest Base Salary; and (iv) two (2)-times the Employee’s highest Annual Bonus earned by the Employee during two fiscal years immediately preceding all stock options that were granted and vested prior to the Date of Termination, provided that Employee’s Annual Bonus under this Section 6(d)(i)(D) after but are unexercised, shall remain exercisable for the date period of this Agreement shall be exercise in effect immediately prior to the Employee’s Target Bonus until an Annual Bonus has actually been earned; andDate of Termination; (viv) for two years following the Date of Termination provided such period does not extend beyond the Executive’s 65th birthday, the Executive and the Executive’s dependents shall continue to be eligible to participate in the case medical, dental and health benefit plans and arrangements applicable to Executive Officers on the same terms and conditions as the Executive Officers of compensation previously deferred by the Employee, all amounts previously deferred (together with accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; (v) for up to a twelve month period following the Date of Termination, the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in the Executive’s sole discretion, provided that such expenses shall not exceed $25,000 in the aggregate; (vi) for to the remainder of the Employment Period, extent not theretofore paid or such longer period as any plan, program, practice or policy may provideprovided, the Company shall continue benefits timely pay or provide to the Employee and/or Executive any other amounts or benefits required to be paid or provided or which the Employee’s family at least equal Executive is eligible to those which would have been provided to them as if the Employee’s employment had not been terminatedreceive under any plan program, in accordance with the most favorable employee benefit plans policy or practice or contract or agreement of the Company and its subsidiaries (including health insurance and life insurance) during the ninety-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees and their families; and (vii) all outstanding equity awards shall immediately vest and, as applicable, become exercisable, and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two (2) year period following affiliated companies through the Date of Termination or, if earlier, (such other amounts and benefits shall be hereinafter referred to as the expiration date indicated in the respective equity award agreement (if any“Other Benefits”).; and

Good Reason; Other Than for Cause or Disability. If, during If the Employment Period, the Company Employer shall terminate the Employee’s employment with the Employer other than for Cause, Cause or Disability, or death or if the employment of the Employee with the Employer shall terminate be terminated by the Employee’s employment Employee for Good Reason. , (i) the Company Employer shall pay to the Employee in a lump sum in cash within thirty (30) 30 days after the Date of Termination (except that if the Employee is a “Specified Employee” as said term is defined in Section 409A of the Code, said payment shall not be made prior to the date which is six (6) months after his or her Date of Termination, or if earlier, the Employee’s death) the aggregate of the following amounts: (iA) to the extent if not theretofore paid, the Employee’s Highest Base Salary salary through the Date of TerminationTermination at the rate in effect on the Date of Termination or, if higher, at the rate in effect immediately prior to the Commencement Date; and (iiB) the product sum of (x) (i) [ ] times the highest Annual Bonus earned by Employee’s annual Base Salary at the Employee during rate in effect at the two fiscal years immediately preceding the Date time Notice of Termination, Termination was given or, if higher, the Employee’s Target Bonus after rate in effect immediately prior to the date Commencement Date less (ii) the amount of this Agreement until two Annual Bonuses have actually been earned Base Salary already paid to the Employee during the Employment Period and (y) a fractionbonus equivalent equal to the Base Salary as of the time determined in (x) above multiplied by the Target Bonus Percentage most recently applied to him for said purpose with respect to any calendar year during the Employment Period for which the Employee has not already earned a bonus; provided, however, that the numerator of which is amount paid shall represent a period no longer than the number of days in the current fiscal year through period between the Date of Termination and the denominator Employee’s attainment of which is three hundred age sixty-five (365); and65) and shall be prorated on a monthly basis, if necessary; (ii) the Employer shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any business-related costs and expenses paid or incurred by the Employee on or before the Date of Termination or within 30 days after the Date of Termination which would have been payable under Section 5(e) if the Employee’s employment had not terminated; (iii) two for the Unexpired Term, the Employer shall either continue benefits (2)-times or equivalent coverage) (other than disability benefits) to the Employee and/or the Employee’s Highest Base Salary; and (iv) two (2)-times the Employee’s highest Annual Bonus earned by the family or reimburse Employee during two fiscal years immediately preceding the Date of Termination, provided that Employee’s Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s Target Bonus until an Annual Bonus has actually been earned; and (v) in the case of compensation previously deferred by the Employee, all amounts previously deferred (together with accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; (vi) for the remainder cost of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the obtaining coverage for Employee and/or the Employee’s family at least equal to those which would have been provided to them as in accordance with the plans, programs and policies described in Section 5(d) of this Agreement if the Employee’s employment had not been terminated, if and as in accordance with the most favorable employee benefit plans of the Company and its subsidiaries (including health insurance and life insurance) effect at any time during the ninety90-day period immediately preceding the Effective Commencement Date or, if more favorable to the Employee, as in effect at any from time thereafter to time during the Unexpired Term with respect to other key employees executives of the Employer in comparable positions and their families; (iv) for the Unexpired Term, the Employer shall reimburse Employee for the cost of obtaining coverage for Employee and/or the Employee’s family at least equal to those which would have been provided to them in accordance with the plans, programs and policies described in Section 5(f) of this Agreement if the Employee’s employment had not been terminated, if and as in effect at any time during the 90-day period immediately preceding the Commencement Date or, if more favorable to the Employee, as in effect from time to time during the Unexpired Term with respect to other key executives of the Employer in comparable positions and their families. The Employer shall pay to or reimburse the Employee for such amounts (x) for the first six (6) months of the Unexpired Term, in a lump sum in cash within 30 days after the date which is six (6) months after the Employee’s Date of Termination, or if earlier, the Employee’s death and (y) for the last six (6) months of the Unexpired Term, on a monthly basis; and (viiv) upon request by the Employee at any time subsequent to his Date of Termination but within the Unexpired Term, the Employer shall pay any reasonable expenses incurred by the Employee in relocating Employee and his dependents to any chosen location within the 48 contiguous United States which is more than 50 miles from the Employee’s residence on the Date of Termination, except to the extent (if any) that the expenses of such relocation have been or will be reimbursed by a new employer of Employee. Relocation expenses which shall be reimbursed pursuant to this paragraph include (1) all outstanding equity awards shall immediately vest and, as applicable, become exercisableclosing costs and brokerage or commission fees incurred by the Employee in connection with the sale of his home, and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two (2) year period following all costs of moving household goods and personal effects to the new location (including costs of packing and unpacking, and insurance for up to $100,000 coverage). Additionally, the Employer shall pay the Employee such additional amount as is necessary in order to compensate the Employee for any taxes which become payable with respect to the expenses reimbursed as described in this subparagraph (v), so that the covered relocation expenses are fully reimbursed on an after-tax basis. The Employer shall pay to or reimburse the Employee for such relocation expenses in a lump sum in cash within 30 days after the receipt by Employer of the request (except that if the Employee is a “Specified Employee” as said term is defined in Section 409A of Code, said payment shall not be made prior to the date which is six (6) months after his or her Date of Termination orTermination, or if earlier, the expiration date indicated in the respective equity award agreement (if anyEmployee’s death).

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Employee’s 's employment other than for Cause, Disability, or death or if the Employee shall terminate the Employee’s his employment for Good Reason. : (i) the Company shall pay to the Employee in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: (i) A. to the extent not theretofore paid, the Employee’s 's Highest Base Salary through the Date of Termination; and (ii) B. the product of (x) the highest Annual Bonus earned by paid to the Employee during the two three fiscal years immediately preceding the Date of Termination, or, if higher, the Employee’s Target Bonus after the date of this Agreement until two Annual Bonuses have actually been earned Termination 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 three hundred sixty-five (365); and C. the product of (iiix) two a fraction, the numerator of which is thirty-six (2)-times 36) minus the Employee’s number of whole months the Employee has been employed by the Company following the first anniversary of the Effective Date and the denominator of which is twelve (12) and (y) the annualized Highest Base Salary; and D. the product of (ivx) two fraction, the numerator of which is thirty-six (2)-times 36) minus the Employee’s number of whole months the Employee has been employed by the Company following the first anniversary of the Effective Date and the denominator of which is twelve (12) and (y) the highest Annual Bonus earned by paid to the Employee during two three fiscal years immediately preceding the Date of Termination, provided that Employee’s 's Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s his Target Bonus until an Annual Bonus has actually been earnedpaid; and (v) E. in the case of compensation previously deferred by the Employee, all amounts previously deferred (together with accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company;; and F. a lump-sum payment equal to the excess of (a) the actuarial equivalent of the benefit under the retirement plan of the Company or a subsidiary of the Company in which the Employee is a participant at the date hereof or any successor retirement plan (the "Retirement Plan") (and the supplemental and/or excess retirement plan, if any) the Employee would receive if he remained employed by the Company at the compensation level provided for in Section 6(d)(i) of this Agreement through the end of the Employment Period, assuming Employee was fully vested under such plan(s), over (b) the actuarial equivalent of the actual benefit, if any, the Employee is to receive under the Retirement Plan (and the supplemental and/or excess retirement plan), utilizing, in each case, the payment option available under the Retirement Plan (and the supplemental and/or excess retirement plan) which will produce the greatest lump-sum benefit to the Employee; and (viii) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Employee and/or the Employee’s 's family at least equal to those which would have been provided to them as if the Employee’s 's employment had not been terminated, in accordance with the most favorable employee welfare benefit plans (as such term is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) of the Company and its subsidiaries (including health insurance and life insurance) during the ninety-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees and their families, and for purposes of eligibility for retiree benefits pursuant to such employee welfare benefit plans, the Employee shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period; and (viiiii) all outstanding equity awards shall immediately vest and, as applicable, become exercisable, and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two ; and (2iv) year period following the Date of Termination or, if earlier, shall be considered the expiration date indicated in Vesting Date under the respective equity award agreement (if any)Company's 1987 Long Term Incentive Plan.

Good Reason; Other Than for Cause or Disability. If, during If the Employment Period, the Company Employer shall terminate the Employee’s 's employment with the Employer other than for Cause, Cause or Disability, or death or if the employment of the Employee with the Employer shall terminate be terminated by the Employee’s employment Employee for Good Reason. , (i) the Company Employer shall pay to the Employee in a lump sum in cash within thirty (30) 30 days after the Date of Termination the aggregate of the following amounts: (iA) to the extent if not theretofore paid, the Employee’s Highest 's Base Salary salary through the Date of TerminationTermination at the rate in effect on the Date of Termination or, if higher, at the rate in effect immediately prior to the Commencement Date; and (iiB) times the product sum of (x) the highest Annual Bonus earned by Employee's annual Base Salary at the Employee during rate in effect at the two fiscal years immediately preceding the Date time Notice of Termination, Termination was given or, if higher, the Employee’s Target Bonus after rate in effect immediately prior to the date of this Agreement until two Annual Bonuses have actually been earned Commencement Date and (y) a fraction, bonus equivalent equal to the numerator of which is Base Salary as determined in (x) above multiplied by the number of days in the current fiscal year through the Date of Termination and the denominator of which is three hundred sixty-five (365)Target Bonus Percentage most recently applied to him for said purpose; and (iii) two (2)-times the Employee’s Highest Base Salary; and (iv) two (2)-times the Employee’s highest Annual Bonus earned by the Employee during two fiscal years immediately preceding the Date of Termination, provided that Employee’s Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s Target Bonus until an Annual Bonus has actually been earned; and (vC) in the case of vested compensation previously deferred by the Employee, all amounts previously deferred (together with accrued interest thereonamounts, if any) , of such compensation previously deferred and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; (viii) for the remainder Employer shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any business-related costs and expenses (including already accrued moving and relocation expenses) paid or incurred by the Employee on or before the Date of Termination or within 30 days after the Date of Termination which would have been payable under Section 5(e) if the Employee's employment had not terminated; (iii) until the first anniversary of the Employment Period, or Employee's Date of Termination (such longer period number of months remaining until such first anniversary is hereinafter sometimes referred to as any plan, program, practice or policy may providethe "Unexpired Term"), the Company Employer shall continue benefits (or equivalent coverage) to the Employee and/or the Employee’s 's family at least equal to those which would have been provided to them as in accordance with the plans, programs and policies described in Sections 5(d) and 5(f) of this Agreement if the Employee’s 's employment had not been terminated, if and as in accordance with the most favorable employee benefit plans of the Company and its subsidiaries (including health insurance and life insurance) effect at any time during the ninety90-day period immediately preceding the Effective Commencement Date or, if more favorable to the Employee, as in effect at any from time thereafter to time during the Unexpired Term with respect to other key employees executives of the Employer in comparable positions and their families; and (viiiv) all outstanding equity awards shall immediately vest and, as applicable, become exercisable, and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for upon request by the two (2) Employee at any time within one year period following the Date of Termination or, if earlierTermination, the expiration date indicated Employer shall pay any reasonable expenses incurred by the Employee in relocating Employee and his dependents to any chosen location within the respective equity award agreement (if any).48 contiguous United States which is more than 30 miles from the Employee's residence on the

Good Reason; Other Than for Cause or Disability. If, during the ----------------------------------------------- Employment Period, the Company Bank shall terminate the Employee’s 's employment other than for Cause, Disability, or death or if the Employee shall terminate his or her employment during the Employee’s employment Window Period for Good Reason. : (i) the Company Bank shall pay to the Employee in a lump sum in cash within thirty (30) 30 days after the Date of Termination the aggregate of the following amounts: (i) A. to the extent not theretofore paid, the Employee’s Highest 's Base Salary through the Date of Termination; and (ii) the product of (x) the highest B. a proportionate Annual Bonus earned by the Employee during the two fiscal years immediately preceding the Date of Termination, or, if higher, based on the Employee’s Target 's Annual Bonus after for the date of this Agreement until two Annual Bonuses have actually been earned and (y) a fractionlast three fiscal years, where the numerator of which in such calculation is the number of days in the current fiscal year through the Date of Termination and the denominator of which is three hundred sixty-five (365); and (iii) two (2)-times C. the product of an amount equal to six months of the Employee’s Highest 's Base SalarySalary plus any Bonus the Employee is entitled to under the Agreement; and (iv) two (2)-times the Employee’s highest Annual Bonus earned by the Employee during two fiscal years immediately preceding the Date of Termination, provided that Employee’s Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s Target Bonus until an Annual Bonus has actually been earned; and (v) D. in the case of compensation previously deferred by the Employee, all amounts previously deferred (deferred, together with any accrued interest thereon, if any) thereon and not yet paid by the CompanyBank, and any accrued vacation pay not yet paid by the Company;Bank, any other Accrued Obligations; and E. the Employee shall be entitled to receive a lump-sum retirement benefit equal to the difference between (via) the actuarial equivalent of the benefit under the Retirement Plan the Employee would receive if he or she remained employed by the Bank at the compensation level provided for in Sections 4(b)(i) and 4(b)(ii) of this Agreement for the remainder of the Employment Period and (b) the actuarial equivalent of his or her benefit, if any, under the Retirement Plan; and F. for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company Bank shall continue benefits to the Employee and/or the Employee’s 's family at least equal to those which would have been provided to them as in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Employee’s 's employment had not been terminated, including health insurance and life insurance, in accordance with the most favorable employee benefit plans plans, practices, programs or policies of the Company and its subsidiaries (including health insurance and life insurance) Bank during the ninety90-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key senior executive employees and their families; and (vii) all outstanding equity awards shall immediately vest andfamilies and for purposes of eligibility for retiree benefits pursuant to such plans, as applicablepractices, become exercisable, programs and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two (2) year period following the Date of Termination or, if earlierpolicies, the expiration date indicated in Employee shall be considered to have remained employed until the respective equity award agreement (if any)end of the Employment Period and to have retired on the last day of such period.

Good Reason; Other Than for Cause or Disability. If, during If the Employment Period, the Company Employer shall terminate the Employee’s 's employment with the Employer other than for Cause, Cause or Disability, or death or if the employment of the Employee with the Employer shall terminate be terminated by the Employee’s employment Employee for Good Reason. , (i) the Company Employer shall pay to the Employee in a lump sum in cash within thirty (30) 30 days after the Date of Termination (except that if the Employee is a "Specified Employee" as said term is defined in Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and to the extent deemed necessary by the Company in order to comply with said Code section, said payment shall not be made prior to the date which is six (6) months after his or her separation from service, or if earlier, the Employee's death) the aggregate of the following amounts: (iA) to the extent if not theretofore paid, the Employee’s Highest 's Base Salary salary through the Date of TerminationTermination at the rate in effect on the Date of Termination or, if higher, at the rate in effect immediately prior to the Commencement Date; and (iiB) times the product sum of (x) the highest Annual Bonus earned by Employee's annual Base Salary at the Employee during rate in effect at the two fiscal years immediately preceding the Date time Notice of Termination, Termination was given or, if higher, the Employee’s Target Bonus after rate in effect immediately prior to the date of this Agreement until two Annual Bonuses have actually been earned Commencement Date and (y) a fractionbonus equivalent equal to the Base Salary as determined in (x) above multiplied by the Target Bonus Percentage most recently applied to him for said purpose; provided, however, that the numerator of which is amount paid shall represent a period no longer than the number of days in the current fiscal year through period between the Date of Termination and the denominator Employee's attainment of which is three hundred age sixty-five (365); and65) and shall be prorated on a monthly basis, if necessary; (ii) the Employer shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any business-related costs and expenses (including already accrued moving and relocation expenses) paid or incurred by the Employee on or before the Date of Termination or within 30 days after the Date of Termination which would have been payable under Section 5(e) if the Employee's employment had not terminated; (iii) two (2)-times until the first anniversary of the Employee’s Highest Base Salary; and (iv) two (2)-times the Employee’s highest Annual Bonus earned by the Employee during two fiscal years immediately preceding the 's Date of Termination, provided that Employee’s Annual Bonus under this Section 6(d)(i)(D) after Termination (such number of months remaining until such first anniversary is hereinafter sometimes referred to as the date of this Agreement shall be the Employee’s Target Bonus until an Annual Bonus has actually been earned; and (v) in the case of compensation previously deferred by the Employee, all amounts previously deferred (together with accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; (vi) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide"Unexpired Term"), the Company Employer shall continue benefits (or equivalent coverage) to the Employee and/or the Employee’s 's family at least equal to those which would have been provided to them as in accordance with the plans, programs and policies described in Sections 5(d) and 5(f) of this Agreement if the Employee’s 's employment had not been terminated, if and as in accordance with the most favorable employee benefit plans of the Company and its subsidiaries (including health insurance and life insurance) effect at any time during the ninety90-day period immediately preceding the Effective Commencement Date or, if more favorable to the Employee, as in effect at any from time thereafter to time during the Unexpired Term with respect to other key employees executives of the Employer in comparable positions and their families; provided, however, to the extent that said benefits do not constitute "reimbursement arrangements" within the meaning of Proposed Treasury Regulation 1.409A-1(b)(9)(iv)(A) or any successor provision, the Employer shall pay to the Executive, at the time provided in subsection (i) above, in a lump sum, an amount equal to the Employer's reasonable determination of the present value of the continuation of said benefits for said period in lieu of continuing said benefits; and (viiiv) all outstanding equity awards shall immediately vest and, as applicable, become exercisable, and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for upon request by the two (2) Employee at any time within one year period following the Date of Termination or, if earlierTermination, the expiration date indicated Employer shall pay any reasonable expenses incurred by the Employee in relocating Employee and his dependents to any chosen location within the respective equity award agreement 48 contiguous United States which is more than 50 miles from the Employee's residence on the Date of Termination, except to the extent (if any) that the expenses of such relocation have been or will be reimbursed by a new employer of Employee. Relocation expenses which shall be reimbursed pursuant to this paragraph include (1) all closing costs and brokerage or commission fees incurred by the Employee in connection with the sale of his home, and (2) all costs of moving household goods and personal effects to the new location (including costs of packing and unpacking, and insurance for up to $100,000 coverage). In addition, upon the written request of the Employee, the Employer shall make an offer to purchase the Employee's home for cash in an amount equal to the greater of (A) the reasonably estimated value of Employee's home six months prior to the occurrence of the Change in Control or (B) the reasonably estimated value on the Date of Termination (the greater of such values is hereinafter referred to as the "Established Value"). For purposes of determining the Established Value, the Employer and the Employee shall each, at the Employer's expense, engage real estate appraisers who are certified to evaluate professionally the reasonably estimated values of the home as set forth above. The Established Value shall include the land, buildings, improvements, and designated items of personal property (limited to carpeting and draperies) which the Employee plans to leave behind when he or she moves. Upon completion of the two appraisals the two will be averaged to determine the Established Value. If, however, the lower of the two appraisals varies by more than 10% from the higher appraisal, a third appraisal will be made at the Employer's expense by an appraiser to be chosen mutually by the first two appraisers, and the average of all three appraisals will constitute the Established Value. The Employer will then offer in writing to purchase the home at the Established Value. The Employee will have 60 days from the date of the offer within which to accept the offer. The Employee will have, at his option, up to 60 days from his acceptance of the offer within which to close the sale and vacate the property. Additionally, the Employer shall pay the Employee such additional amount as is necessary in order to compensate the Employee for any taxes which become payable with respect to the expenses reimbursed as described in this subparagraph (iv), so that the covered relocation expenses are fully reimbursed on an after-tax basis.

Good Reason; Other Than for Cause or Disability. If, during If Mattel ----------------------------------------------- terminates the Employment Period, the Company shall terminate the Employee’s Executive's employment other than for Cause, Cause or Disability, or death or if the Employee shall terminate the Employee’s Executive terminates his employment for Good Reason. the Company Reason (in each case, other than within 18 months following a Change of Control as provided in Section 5(e)): (i) Mattel shall pay to the Employee Executive in a lump sum in cash within thirty (30) 30 days after the Date of Termination the aggregate of the following amounts: (iA) to the extent if not theretofore paid, the Employee’s Highest Executive's Base Salary through the Date of TerminationTermination at the rate in effect at the time of Notice of Termination was given; (B) a current year MIP bonus equal to the average of the greatest two out of the three most recent annual MIP bonuses received by the Executive (which two greatest MIP bonuses need not represent consecutive years) (the "Average Annual Bonus") and prorated to reflect the total number of full months the Executive is employed in the year in which termination occurs; (C) an LTIP payment reflective of the Executive's participation in the three-year plan, so that at the time that final performance under the LTIP is determinable and individual payouts calculated, the Executive shall promptly receive an amount equivalent to what he would have received if he had remained employed through the date of such payouts, less any interim payments already made pursuant to the Executive's continuing eligibility for full participation in the LTIP; and (iiD) three times the product sum of (x) the highest Executive's annual Base Salary at the rate in effect at the time the Notice of Termination is given and (y) if eligible, the Average Annual Bonus earned defined in Section 5(d)(i)(B), but without proration (and, in each such case, without regard to any contributions by Mattel for the Employee during Executive's benefit to the two fiscal years Mattel Personal Investment Plan ("PIP")). (ii) Options granted to the Executive under Mattel's stock option plans (the "Stock Option Plans") which options have been granted for more than six months shall become immediately preceding exercisable and the Executive shall have a period of 90 days following the Date of Termination (but in no event past the expiration of the term of the option grant) to exercise all options granted under the Stock Option Plans then exercisable or which become exercisable pursuant to this clause (ii). In the event the Executive is age 52 or older on the Date of Termination, orhe will be treated as a retiree under the Stock Option Plans, if higherwhich will enable the Executive to vest in and exercise stock options theretofore granted thereunder, at the Employee’s Target Bonus after election of the date of this Agreement until two Annual Bonuses have actually been earned and Executive, (x) in the manner described in the immediately preceding sentence, or (y) for a fraction, the numerator period of which is the number of days in the current fiscal year through up to five years after the Date of Termination (but in no event past the expiration of the term of the option grant). (iii) Mattel shall, promptly upon submission by the Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses paid or incurred by the denominator Executive which would have been payable under Section 3(e) if his employment had not terminated. (iv) Until the earlier of which is three hundred sixty-five (365x) the third anniversary of the Date of Termination or (y) the date the Executive accepts other employment, Mattel shall provide to the Executive at Mattel's expense: (I) medical, dental, prescription drug and vision care group insurance in accordance with the coverage in effect immediately prior to the Date of Termination (the last 18 months of the Executive's coverage under such insurance shall be deemed to be participation under an election to continue such benefits under the Consolidated Omnibus Budget Reconciliation Act at Mattel's expense); (II) outplacement services at the expense of Mattel commensurate with those provided to terminated executives of comparable level and made available through and at the facilities of a reputable and experienced vendor; and (iiiIII) two continuation of country-club membership "signatory/representative" status as in effect immediately prior to the Date of Termination; provided that within one year after Mattel ceases to provide such benefit, the Executive shall (2)-times a) convert the Employee’s Highest Base Salary; and (iv) two (2)-times country-club membership from "signatory/representative" status under the Employee’s highest Annual Bonus earned membership provided and paid for by Mattel to sole and personal ownership status by paying to Mattel the fair market value of that membership as of the date Mattel ceases to provide such benefit, less any transfer/reconveyance fees that may be required by and paid directly to the country club by the Employee during two fiscal years immediately preceding Executive, or (b) comply with club rules in consummating a fair, reasonable and expeditious sale of the membership and any proceeds derived therefrom which are payable to the Executive shall belong to and must be promptly delivered to Mattel; provided further that no such conversion or sale shall be required and Mattel shall cause the membership to be transferred to the Executive at no cost to the Executive (but subject to tax reporting as imputed income applicable to the year in which the membership is transferred), if the Executive has had the membership for at least three years. For the three-year period after the Date of Termination, provided the Executive shall remain eligible for use of personal financial and legal counseling services through the vendor engaged and paid for by Mattel. The Executive may continue to use the car leased by Mattel that Employee’s Annual Bonus under this Section 6(d)(i)(Dis in the Executive's possession on the Date of Termination until the earlier of (x) after the date end of this Agreement the lease term or (y) the third anniversary of the Date of Termination, at which time the Executive may purchase the car for $1.00 (if at the end of the lease term) or Mattel's book value (if on the third anniversary of the Date of Termination). As of the Date of Termination, all expenses related to such leased car, including but not limited to repairs, maintenance, gasoline, and car phone and associated expenses, shall be the Employee’s Target Bonus until an Annual Bonus has actually been earned; andsole responsibility of the Executive. (v) Credit shall be given for three years of service (in the case of compensation previously deferred by the Employee, all amounts previously deferred (together with accrued interest thereon, if anyaddition to actual service) and for three years of attained age to be added to the Executive's actual age for purposes of computing any service and age-related benefits for which the Executive is eligible under the plans and programs of Mattel, including but not yet paid by limited to the Company1994 Supplemental Executive Retirement Plan (including any successor plan thereto in which the Executive is a participant, the "SERP"), the Mattel Deferred Compensation Plan, the PIP, the Mattel Retiree Medical Plan, and any accrued vacation pay not yet paid by the Company; (viStock Option Plans. Further, with regard to computing the Executive's benefit under the SERP, the formula described in Section 5(d)(i)(B) for shall be utilized in calculating the remainder maximum benefit, namely: the formula shall be 25% of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Employee and/or the Employee’s family at least equal to those which would have been provided to them as if the Employee’s employment had not been terminated, in accordance with the most favorable employee benefit plans average of the Company and its subsidiaries final three years of annual Base Salary (including health insurance and life insurance) during the ninety-day period immediately preceding the Effective Date or, if more favorable to the Employee, as calendar year in effect at any time thereafter with respect to other key employees and their families; and (vii) all outstanding equity awards shall immediately vest and, as applicable, become exercisable, and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two (2) year period following which the Date of Termination oroccurs), if earlier, plus the expiration date indicated in average of the respective equity award agreement (if any)greatest two out of the three most recent annual MIP bonuses received by the Executive.

Good Reason; Other Than for Cause or Disability. If, during the Employment PeriodTerm, the Company shall terminate the Employee’s Executive's employment for any reason other than for Cause, Disabilitydeath, or death disability, or if the Employee Executive shall terminate the Employee’s his employment for Good Reason. : (i) the Company shall pay to the Employee Executive in a lump sum in cash within thirty (30) 30 days after the effective date of such termination (the "Date of Termination Termination") the aggregate of the following amounts: (i) A. to the extent not theretofore paid, the Employee’s Highest Executive's Base Salary through the Date of Termination; and; B. in the event of termination by the Company for any reason other than Cause, death or disability, or in the event of termination by the Executive for Good Reason other than Change of Control, the sum of (i) two and one-half (2 1/2) multiplied times the Executive's base salary plus (ii) a prorated bonus for the product current fiscal year based upon the Executive's bonus paid during the last full fiscal year prior to the Date of (x) Termination; C. in the highest Annual Bonus earned event of termination by the Employee Executive as a result of a Change of Control, the sum of three (3) multiplied times the average of the Executive's Annual Compensation (defined for the purpose of this subpart as Base Salary plus any bonuses earned, but excluding stock options exercised) during the two fiscal years immediately three (3) calendar year period preceding the Date of Termination, or, if higher, the Employee’s Target Bonus after the date of this Agreement until two Annual Bonuses have actually been earned 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 three hundred sixty-five (365); and; (iii) two (2)-times the Employee’s Highest Base Salary; and (iv) two (2)-times the Employee’s highest Annual Bonus earned by the Employee during two fiscal years immediately preceding the Date of Termination, provided that Employee’s Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s Target Bonus until an Annual Bonus has actually been earned; and (v) D. in the case of compensation previously deferred by the EmployeeExecutive, all amounts previously deferred (together with any accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company;; and E. all other amounts accrued or earned by the Executive through the Date of Termination and amounts otherwise owing under the then existing plans and policies at the Company; and (via) for the remainder of the Employment PeriodTerm, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Employee Executive and/or the Employee’s Executive's family at least equal to those which would have been provided to them as in accordance with the plans, programs, practices and policies described in Section 3.2 of this Agreement if the Employee’s Executive's employment had not been terminated, including health, dental, disability insurance and life insurance, in accordance with the most favorable employee benefit plans plans, practices, programs or policies of the Company and its subsidiaries (including health insurance and life insurance) during the ninety180-day period immediately preceding the Effective Date or, if more favorable to the EmployeeExecutive, as in effect at any time thereafter with respect to other key employees executives and their families; and (vii) all outstanding equity awards shall immediately vest families and, as applicablefor purposes of eligibility for retiree benefits pursuant to such plans, become exercisablepractices, programs and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two (2) year period following the Date of Termination or, if earlierpolicies, the expiration date indicated in Executive shall be considered to have remained employed until the respective equity award agreement (if any)end of the Term and to have retired on the last day of such period.

Good Reason; Other Than for Cause or Disability. If, during the Employment PeriodTerm, the Company shall terminate the Employee’s Executive's employment for any reason other than for Cause, Disabilitydeath, or death disability, or if the Employee Executive shall terminate the Employee’s his employment for Good Reason. : (i) the Company shall pay to the Employee Executive in a lump sum in cash within thirty (30) 30 days after the effective date of such termination (the "Date of Termination Termination") the aggregate of the following amounts: (i) A. to the extent not theretofore paid, the Employee’s Highest Executive's Base Salary through the Date of Termination; and; B. in the event of termination by the Company for any reason other than Cause, death or disability, or in the event of termination by the Executive for Good Reason other than Change of Control, the sum of (i) two and one-half (2 1/2) multiplied times the Executive's base salary plus, (ii) a prorated bonus for the product current fiscal year based upon the Executive's bonus paid during the last full fiscal year prior to the Date of (x) Termination; C. in the highest Annual Bonus earned event of termination by the Employee Executive as a result of a Change of Control, the result of three (3) multiplied times the average of the Executive's Annual Compensation (defined for the purpose of this subpart as Base Salary plus any bonuses earned, but excluding stock options exercised) during the two fiscal years immediately three (3) calendar year periods preceding the Date of Termination, or, if higher, the Employee’s Target Bonus after the date of this Agreement until two Annual Bonuses have actually been earned 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 three hundred sixty-five (365); and; (iii) two (2)-times the Employee’s Highest Base Salary; and (iv) two (2)-times the Employee’s highest Annual Bonus earned by the Employee during two fiscal years immediately preceding the Date of Termination, provided that Employee’s Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s Target Bonus until an Annual Bonus has actually been earned; and (v) D. in the case of compensation previously deferred by the EmployeeExecutive, all amounts previously deferred (together with any accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company;; and E. all other amounts accrued or earned by the Executive through the Date of Termination and amounts otherwise owing under the then existing plans and policies at the Company; and (via) for the remainder of the Employment PeriodTerm, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Employee Executive and/or the Employee’s Executive's family at least equal to those which would have been provided to them as in accordance with the plans, programs, practices and policies described in Section 3.2 of this Agreement if the Employee’s Executive's employment had not been terminated, including health, dental, disability insurance and life insurance, in accordance with the most favorable employee benefit plans plans, practices, programs or policies of the Company and its subsidiaries (including health insurance and life insurance) during the ninety180-day period immediately preceding the Effective Date or, if more favorable to the EmployeeExecutive, as in effect at any time thereafter with respect to other key employees executives and their families; and (vii) all outstanding equity awards shall immediately vest families and, as applicablefor purposes of eligibility for retiree benefits pursuant to such plans, become exercisablepractices, programs and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two (2) year period following the Date of Termination or, if earlierpolicies, the expiration date indicated in Executive shall be considered to have remained employed until the respective equity award agreement (if any)end of the Term and to have retired on the last day of such period.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Employee’s 's employment other than for Cause, Disability, or death or if the Employee shall terminate the Employee’s his employment for Good Reason. : (i) the Company shall pay to the Employee in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: (i) A. to the extent not theretofore paid, the Employee’s 's Highest Base Salary through the Date of Termination; and (ii) B. the product of (x) the highest Annual Bonus earned by paid to the Employee during the two three fiscal years immediately preceding the Date of Termination, or, if higher, the Employee’s Target Bonus after the date of this Agreement until two Annual Bonuses have actually been earned Termination 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 three hundred sixty-five (365); and C. the product of (iiix) two a fraction, the numerator of which is thirty-six (2)-times 36) minus the Employee’s number of whole months the Employee has been employed by the Company following the first anniversary of the Effective Date and the denominator of which is twelve (12) and (y) the annualized Highest Base Salary; and D. the product of (ivx) two fraction, the numerator of which is thirty-six (2)-times 36) minus the Employee’s number of whole months the Employee has been employed by the Company following the first anniversary of the Effective Date and the denominator of which is twelve (12) and (y) the highest Annual Bonus earned by paid to the Employee during two three fiscal years immediately preceding the Date of Termination, provided that Employee’s 's Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s his Target Bonus until an Annual Bonus has actually been earnedpaid; and (v) E. in the case of compensation previously deferred by the Employee, all amounts previously deferred (together with accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company;; and F. a lump-sum payment equal to the excess of (a) the actuarial equivalent of the benefit under the retirement plan of the Company or a subsidiary of the Company in which the Employee is a participant at the date hereof or any successor retirement plan (the "Retirement Plan") (and the supplemental and/or excess retirement plan, if any) the Employee would receive if he remained employed by the Company at the compensation level provided for in Section 6(d)(i) of this Agreement through the end of the Employment Period, assuming Employee was fully vested under such plan(s), over (b) the actuarial equivalent of the actual benefit, if any, the Employee is to receive under the Retirement Plan (and the supplemental and/or excess retirement plan), utilizing, in each case, the payment option available under the Retirement Plan (and the supplemental and/or excess retirement plan) which will produce the greatest lump-sum benefit to the Employee; and (viii) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Employee and/or the Employee’s 's family at least equal to those which would have been provided to them as if the Employee’s 's employment had not been terminated, in accordance with the most favorable employee welfare benefit plans (as such term is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) of the Company and its subsidiaries (including health insurance and life insurance) during the ninety-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees and their families, and for purposes of eligibility for retiree benefits pursuant to such employee welfare benefit plans, the Employee shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period; and (viiiii) the Company shall permit the immediate exercise of the Employee outstanding stock options issued by the Company to the Employee with respect to all outstanding equity awards shall immediately vest shares subject thereto, notwithstanding the fact that such stock options might otherwise be exercisable in installments; and, as applicable, become exercisable, and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two (2iv) year period following the Date of Termination or, if earlier, shall be considered the expiration date indicated in Vesting Date under the respective equity award agreement (if any)Company's 1987 Long Term Incentive Plan.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Employee’s Officer's employment other than for Cause, DisabilityDisability or death, or death or if the Employee Officer shall terminate the Employee’s his employment for Good Reason. , then: (i) the Company shall pay to the Employee Officer in a lump sum in cash within thirty (30) 30 days after the Date of Termination the aggregate of the following amounts: (i) 1. to the extent not theretofore paid, the Employee’s Officer's Highest Base Salary through the Date of Termination; and (ii) 2. the product of (x) the highest Annual Bonus earned by paid to the Employee Officer for the last full fiscal year (if any) ending during the two fiscal years immediately preceding the Date of Termination, Employment Period or, if higher, the Employee’s Target Annual Bonus after paid to the date of this Agreement until two Annual Bonuses have actually been earned Officer for the last full fiscal year prior to the Effective Date (as applicable, the "Recent 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 three hundred sixty-five (365); and 3. the product of (iiix) two three (2)-times 3), and (y) the Employee’s sum of (i) the Highest Base SalarySalary and (ii) the Recent Bonus; and (iv) two (2)-times the Employee’s highest Annual Bonus earned by the Employee during two fiscal years immediately preceding the Date of Termination, provided that Employee’s Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s Target Bonus until an Annual Bonus has actually been earned; and (v) 4. in the case of compensation previously deferred by the EmployeeOfficer, all amounts previously deferred (together with any accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company;; and 5. all other amounts accrued or earned by the Officer through the Date of Termination and amounts otherwise owing under the then existing plans and policies at the Company; and (viii) The Company shall pay the Officer the individual Performance Awards payable to him under the RAILAMERICA, INC. LONG TERM INCENTIVE PROGRAM (the "Program"), for each Performance Period that has begun but not yet ended under the Program on the Date of Termination, as if the Officer had remained employed by the Company through the end of each of those Performance Periods, any provision in the Program to the contrary notwithstanding. The Payments for each such Performance Period shall be calculated and paid in the amount, time, and manner provided under the Program. (iii) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Employee Officer and/or the Employee’s Officer's family at least equal to those which would have been provided to them as in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Employee’s Officer's employment had not been terminated, including health, dental, disability insurance and life insurance, in accordance with the most favorable employee benefit plans plans, practices, programs or policies of the Company and its subsidiaries (including health insurance and life insurance) during the ninety180-day period immediately preceding the Effective Date or, if more favorable to the EmployeeOfficer, as in effect at any time thereafter with respect to other key employees similar officers and their families; and (vii) all outstanding equity awards shall immediately vest families and, as applicablefor purposes of eligibility for retiree benefits pursuant to such plans, become exercisablepractices, programs and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two (2) year period following the Date of Termination or, if earlierpolicies, the expiration date indicated in Officer shall be considered to have remained employed until the respective equity award agreement (if any)end of the Employment Period and to have retired on the last day of such period.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Employee’s 's employment other than for Cause, Disability, or death or if the Employee shall terminate the Employee’s his employment for Good Reason. : (i) the Company shall pay to the Employee in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: (i) A. to the extent not theretofore paid, the Employee’s 's Highest Base Salary through the Date of Termination; and (ii) B. the product of (x) the highest Annual Bonus earned by the Employee during the two fiscal years immediately preceding the Date of Termination, or, if higher, the Employee’s Target Bonus after the date of this Agreement until two Annual Bonuses have actually been earned Termination 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 three hundred sixty-five (365); and C. the product of (iiix) two a fraction, the numerator of which is twenty-four (2)-times 24) minus the Employee’s number of whole months the Employee has been employed by the Company following the first anniversary of the Effective Date and the denominator of which is twelve (12) and (y) the annualized Highest Base Salary; and D. the product of (ivx) two fraction, the numerator of which is twenty-four (2)-times 24) minus the Employee’s number of whole months the Employee has been employed by the Company following the first anniversary of the Effective Date and the denominator of which is twelve (12) and (y) the highest Annual Bonus earned by the Employee during two fiscal years immediately preceding the Date of Termination, provided that Employee’s 's Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s his Target Bonus until an Annual Bonus has actually been earned; and (v) in the case of compensation previously deferred by the Employee, all amounts previously deferred (together with accrued interest thereon, if any) and not yet paid by the Company, and E. any accrued vacation pay not yet paid by the Company; (vi) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Employee and/or the Employee’s family at least equal to those which would have been provided to them as if the Employee’s employment had not been terminated, in accordance with the most favorable employee benefit plans of the Company and its subsidiaries (including health insurance and life insurance) during the ninety-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees and their families; and (vii) F. all outstanding equity awards shall immediately vest and, as applicable, become exercisable, and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two (2) year period following the Date of Termination or, if earlier, the expiration date indicated in the respective equity award agreement (if any).

Good Reason; Other Than for Cause or Disability. If, during If the Employment Period, the Company Employer shall terminate the Employee’s 's employment with the Employer other than for Cause, Cause or Disability, or death or if the employment of the Employee with the Employer shall terminate be terminated by the Employee’s employment Employee for Good Reason. , (i) the Company Employer shall pay to the Employee in a lump sum in cash within thirty (30) 30 days after the Date of Termination the aggregate of the following amounts: (iA) to the extent if not theretofore paid, the Employee’s Highest 's Base Salary salary through the Date of TerminationTermination at the rate in effect on the Date of Termination or, if higher, at the rate in effect immediately prior to the Commencement Date; and (iiB) times the product sum of (x) the highest Annual Bonus earned by Employee's annual Base Salary at the Employee during rate in effect at the two fiscal years immediately preceding the Date time Notice of Termination, Termination was given or, if higher, the Employee’s Target Bonus after rate in effect immediately prior to the date of this Agreement until two Annual Bonuses have actually been earned Commencement Date and (y) a fractionbonus equivalent equal to the Base Salary as determined in (x) above multiplied by the Target Bonus Percentage most recently applied to him for said purpose; provided, however, that the numerator of which is amount paid shall represent a period no longer than the number of days in the current fiscal year through period between the Date of Termination and the denominator Employee's attainment of which is three hundred age sixty-five (365)65) and shall be prorated on a monthly basis, if necessary; and (iii) two (2)-times the Employee’s Highest Base Salary; and (iv) two (2)-times the Employee’s highest Annual Bonus earned by the Employee during two fiscal years immediately preceding the Date of Termination, provided that Employee’s Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s Target Bonus until an Annual Bonus has actually been earned; and (vC) in the case of vested compensation previously deferred by the Employee, all amounts previously deferred (together with accrued interest thereonamounts, if any) , of such compensation previously deferred and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; (viii) for the remainder Employer shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any business-related costs and expenses (including already accrued moving and relocation expenses) paid or incurred by the Employee on or before the Date of Termination or within 30 days after the Date of Termination which would have been payable under Section 5(e) if the Employee's employment had not terminated; (iii) until the first anniversary of the Employment Period, or Employee's Date of Termination (such longer period number of months remaining until such first anniversary is hereinafter sometimes referred to as any plan, program, practice or policy may providethe "Unexpired Term"), the Company Employer shall continue benefits (or equivalent coverage) to the Employee and/or the Employee’s 's family at least equal to those which would have been provided to them as in accordance with the plans, programs and policies described in Sections 5(d) and 5(f) of this Agreement if the Employee’s 's employment had not been terminated, if and as in accordance with the most favorable employee benefit plans of the Company and its subsidiaries (including health insurance and life insurance) effect at any time during the ninety90-day period immediately preceding the Effective Commencement Date or, if more favorable to the Employee, as in effect at any from time thereafter to time during the Unexpired Term with respect to other key employees executives of the Employer in comparable positions and their families; and (viiiv) all outstanding equity awards shall immediately vest and, as applicable, become exercisable, and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for upon request by the two (2) Employee at any time within one year period following the Date of Termination or, if earlierTermination, the expiration date indicated Employer shall pay any reasonable expenses incurred by the Employee in relocating Employee and his dependents to any chosen location within the respective equity award agreement 48 contiguous United States which is more than 30 miles from the Employee's residence on the Date of Termination, except to the extent (if any) that the expenses of such relocation have been or will be reimbursed by a new employer of Employee. Relocation expenses which shall be reimbursed pursuant to this paragraph include (1) all closing costs and brokerage or commission fees incurred by the Employee in connection with the sale of his home, and (2) all costs of moving household goods and personal effects to the new location (including costs of packing and unpacking, and insurance for up to $100,000 coverage). In addition, upon the written request of the Employee, the Employer shall make an offer to purchase the Employee's home for cash in an amount equal to the greater of (A) the reasonably estimated value of Employee's home six months prior to the occurrence of the Change in Control or (B) the reasonably estimated value on the Date of Termination (the greater of such values is hereinafter referred to as the "Established Value"). For purposes of determining the Established Value, the Employer and the Employee shall each, at the Employer's expense, engage real estate appraisers who are certified to evaluate professionally the reasonably estimated values of the home as set forth above. The Established Value shall include the land, buildings, improvements, and designated items of personal property (limited to carpeting and draperies) which the Employee plans to leave behind when he or she moves. Upon completion of the two appraisals the two will be averaged to determine the Established Value. If, however, the lower of the two appraisals varies by more than 10% from the higher appraisal, a third appraisal will be made at the Employer's expense by an appraiser to be chosen mutually by the first two appraisers, and the average of all three appraisals will constitute the Established Value. The Employer will then offer in writing to purchase the home at the Established Value. The Employee will have 60 days from the date of the offer within which to accept the offer. The Employee will have, at his option, up to 60 days from his acceptance of the offer within which to close the sale and vacate the property. Additionally, the Employer shall pay the Employee such additional amount as is necessary in order to compensate the Employee for any taxes which become payable with respect to the expenses reimbursed as described in this subparagraph (iv), so that the covered relocation expenses are fully reimbursed on an after-tax basis.