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, Executive's employment shall be terminated by the Company other than for Cause, death or Disability, or by Executive for Good Reason, then the Company shall have all of the following obligations: (i) The Company shall pay to Executive the following amounts in a lump sum in cash within 10 days after Executive's Date of Termination: (A) an amount equal to the sum of Executive's Accrued Base Salary, Accrued Annual Bonus and accrued but unpaid vacation pay (collectively, the “Accrued Obligations”), (B) the Prorated Annual Bonus, (C) the product of three (3.0) (such number, the “Severance Multiple”) times the sum of Executive's (I) Annual Base Salary, (II) Target Bonus and (III) Average Profit Sharing Plan Contribution; and (D) an amount equal to the value of the unvested portion of Executive's accounts under the Profit Sharing Plans as of the Date of Termination. (ii) (A) During the period commencing on the Date of Termination and continuing thereafter for a number of years equal to the Severance Multiple, or such longer period as any plan or Policy in which Executive is a participant as of the Date of Termination (such eligibility to be determined based on the terms of such plan or Policy as in effect on the Effective Date or, if more favorable to Executive, the terms of such plan or Policy as in effect on the Date of Termination), the Company shall continue to provide medical (including post-retirement medical benefits to the extent that Executive is or becomes eligible for such benefits as of the Date of Termination after giving effect to paragraph (C) of this Section 4(a)(ii)), prescription, dental and similar health care benefits (or, if such benefits are not available, the after-tax economic value thereof determined pursuant to paragraph (D) of this Section 4(a)(ii)) to Executive and his family.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, Executive's employment shall be terminated by the Company shall terminate the Executive’s employment other than for Cause, death or Disability, or by if the Executive shall terminate employment under this Agreement for Good ReasonReason (as such terms are defined herein, then the Company shall have all of the following obligations:except as noted below): (i) The the Company shall pay to the Executive the following amounts in a lump sum in cash within 10 30 days after Executive's the Date of TerminationTermination the aggregate of the following amounts: (A) an amount equal A. all Accrued Obligations; and B. the Special Bonus, to the sum extent not previously paid or accrued (for purposes of Executive's clarification, i.e., not included in Accrued Base SalaryObligations), Accrued Annual Bonus as calculated in accordance with Section 4(b)(iv) herein; (ii) the Company shall timely pay and accrued but unpaid vacation pay (collectivelyprovide the Welfare Benefit Continuation; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the “Accrued Obligations”),medical or other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (Biii) the Prorated Annual Bonus, (C) Company shall transfer to the product of three (3.0) (such number, Executive the “Severance Multiple”) times insurance policy written with respect to the sum of Executive's (I) Annual Base Salary, (II) Target Bonus Executive under the Company’s Group Term Life Insurance Policy for Executive Officers and (III) Average Profit Sharing Plan Contributionthe right to the full cash surrender value thereof; and (Div) an amount equal to In the value event of a termination for “Good Reason” or termination without “Cause” as such terms are defined in the unvested portion Cytyc Change of Executive's accounts under Control Agreement during the Profit Sharing Plans as of twenty-four months following the Date of Termination. (ii) (A) During the period commencing on the Date of Termination and continuing thereafter for a number of years equal to the Severance MultipleClosing Date, or such longer period as any plan or Policy in which Executive is a participant as of the Date of Termination (such eligibility to be determined based on the terms of such plan or Policy as in effect on the Effective Date or, if more favorable to Executive, the terms of such plan or Policy as in effect on the Date of Termination), then the Company shall continue provide any benefits or payments provided to provide medical (including post-retirement medical Executive under the Cytyc Change of Control Agreement, including, but not limited to, all benefits under Sections 2(a)(i)(A), 2(a)(ii), 2(a)(iii), 2(a)(iv), Section 3 and Section 15, subject to Section 4 with respect to execution of a mutual release in good faith; provided, however, that in no event will Executive be entitled to a payment under Section 2(a)(i)(B), which Executive acknowledges he is to receive upon the extent that Executive is or becomes eligible for such benefits as consummation of the Date of Termination after giving effect to paragraph (C) of this Section 4(a)(ii)), prescription, dental and similar health care benefits (or, if such benefits are not available, the after-tax economic value thereof determined pursuant to paragraph (D) of this Section 4(a)(ii)) to Executive and his familyMerger.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, Executive's employment shall be terminated by the Company shall terminate the Executive’s employment other than for Cause, death Cause or Disability, Disability or by the Executive shall terminate employment for Good Reason, then the Company shall have all of the following obligations: (i) The the Company shall pay to the Executive the following amounts in a lump sum in cash within 10 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (2) the product of (x) the greater of (i) the Annual Bonus paid or payable, including by reason of any deferral, to the Executive (and annualized for any fiscal year consisting of less than twelve full months or for which the Executive has been employed for less than twelve full months) for the most recently completed fiscal year during the Employment Period, if any, and (ii) the Recent Average Bonus (such greater amount shall be hereinafter referred to as the “Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination: , and the denominator of which is 365, (A) an amount equal to the sum of Executive's Accrued Base Salary, Accrued Annual Bonus the amounts described in clauses (1) and accrued but unpaid vacation pay (collectively, 2) shall be hereinafter referred to as the “Accrued Obligations”),, and payments of deferred compensation pursuant to Section 6(e); and B. the amount (Bsuch amount shall be hereinafter referred to as the “Severance Amount”) the Prorated Annual Bonus, (C) equal to the product of three (3.01) two and (such number, the “Severance Multiple”2) times the sum of (x) the Executive's (I) ’s Annual Base Salary, (II) Target Bonus Salary and (IIIy) Average Profit Sharing Plan Contributionthe Highest Annual Bonus; and, provided further, that such amount shall be reduced by the present value (determined as provided in Section 280G(d)(4) of the Code) of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any agreement, severance plan, policy or arrangement of the Company or its subsidiaries or affiliated companies; and (Dii) an amount equal to for the value remainder of the unvested portion of Executive's accounts under the Profit Sharing Plans as of the Date of Termination. (ii) (A) During the period commencing on the Date of Termination and continuing thereafter for a number of years equal to the Severance MultipleEmployment Period, or such longer period as any plan plan, program, practice or Policy policy may provide, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in which Executive is a participant as accordance with the plans, programs, practices and policies described in Section 4(b) (iv) and Section 4(b)(vi) if the Executive’s employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Date of Termination (such eligibility to be determined based on the terms of such plan or Policy Company and its affiliated companies as in effect on and applicable generally to other Peer Executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, the terms of such plan or Policy as in effect generally at any time thereafter with respect to other Peer Executives of the Company and its affiliated companies and their families, (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as “Welfare Benefit Continuation). If the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the Date last day of Termination)such period; and (iii) to the extent not theretofore paid or provided, the Company shall continue timely pay or provide to provide medical the Executive and/or the Executive’s family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive’s family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other Peer Executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (including post-retirement medical such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (iv) Except to the extent this benefit is provided under (ii) or (iii) above, the Company shall provide Executive with outplacement benefits for a one-year period on terms consistent with the highest level of such benefits provided under policies and practices in effect in the one year period before the Change of Control, provided that Executive is may elect within 15 days of termination to receive, in lieu of such benefits, a cash payment equal to the present value of such benefits. (v) If any benefit to be provided under (ii) or becomes eligible for such benefits as (iii) above cannot be so provided under the terms of the Date plan or program, or legal limitations on such plan or program, in lieu of Termination after giving effect such benefit the Company shall pay to paragraph Executive an amount in cash equivalent (C) of this Section 4(a)(ii)), prescription, dental and similar health care benefits (or, if such benefits are not available, the on an after-tax economic value thereof determined pursuant to paragraph (D) basis from the Executive’s point of this Section 4(a)(ii)view) to the Company’s cost of providing such benefit to Executive and his familyon an individual basis, but assuming that any cost to the Executive under the plan or program would have been borne by the Executive (in an equal dollar amount) under such individual arrangement.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, Executive's employment shall be terminated by the Company shall terminate the Executive’s employment other than for Cause, death or Disability, or by if the Executive shall terminate employment under this Agreement for Good Reason, then the Company shall have all of the following obligations: (i) The the Company shall pay to the Executive the following amounts in a lump sum in cash within 10 30 days after Executive's the Date of TerminationTermination the aggregate of the following amounts: (A) an amount equal A. all Accrued Obligations; and B. the Special Bonus, to the sum of Executive's Accrued Base Salaryextent not previously paid, Accrued Annual Bonus as calculated in accordance with Section 4(b)(iv) herein; (ii) the Company shall timely pay and accrued but unpaid vacation pay (collectivelyprovide the Welfare Benefit Continuation; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the “Accrued Obligations”), (B) the Prorated Annual Bonus, (C) the product medical or other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of three (3.0) (such number, the “Severance Multiple”) times the sum of Executive's (I) Annual Base Salary, (II) Target Bonus and (III) Average Profit Sharing Plan Contributioneligibility; and (Diii) an amount equal to the value of the unvested portion of Executive's accounts under the Profit Sharing Plans as of the Date of Termination. (ii) (A) During the period commencing on the Date of Termination and continuing thereafter for a number of years equal to the Severance Multiple, extent not theretofore paid or such longer period as any plan or Policy in which Executive is a participant as of the Date of Termination (such eligibility to be determined based on the terms of such plan or Policy as in effect on the Effective Date or, if more favorable to Executive, the terms of such plan or Policy as in effect on the Date of Termination)provided, the Company shall continue to timely pay or provide medical (including post-retirement medical benefits to the extent that Executive and/or the Executive’s family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive’s family is eligible to receive pursuant to this Agreement and under any plan, program, policy or becomes eligible for such benefits as practice or contract or agreement of the Date Company and its affiliated companies as in effect and applicable generally to other peer executives of Termination after giving effect the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to paragraph as the “Other Benefits”); and (Civ) of this Section 4(a)(ii)), prescription, dental the Company shall transfer to the Executive the insurance policy written with respect to the Executive under the Company’s Group Term Life Insurance Policy for Executive Officers and similar health care benefits (or, if such benefits are not available, the after-tax economic right to the full cash surrender value thereof determined pursuant to paragraph (D) of this Section 4(a)(ii)) to Executive and his familythereof.

Good Reason; Other Than for Cause or Disability. If, during the ----------------------------------------------- Employment Period, the Company shall terminate the Executive's employment shall be terminated by the Company other than for Cause, death or Disability, or by if the Executive shall terminate employment under this Agreement for Good Reason, then the Company shall have all of the following obligations: (i) The the Company shall pay to the Executive the following amounts in a lump sum in cash within 10 30 days after Executive's the Date of TerminationTermination the aggregate of the following amounts: A. all Accrued Obligations; and B. the amount (Asuch amount shall be hereinafter referred to as the "Severance Amount") an amount equal to the sum of Executive's Accrued Base Salary, Accrued Annual Bonus and accrued but unpaid vacation pay one dollar (collectively, the “Accrued Obligations”), (B$1.00) the Prorated Annual Bonus, (C) less than the product of three (3.0) (such number, the “Severance Multiple”) times the sum of Executive's (I) Annual Base Salary, three (3) and (II) Target Bonus and the Executive's "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (III) Average Profit Sharing Plan Contributionthe "Code"); and (Dii) an amount equal the Company shall timely pay and provide the Welfare Benefit Continuation provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical or other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; and (iii) to the value extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (iv) all unvested portion of Executive's accounts under options or stock appreciation rights which Executive then holds to acquire securities from the Profit Sharing Plans Company shall be immediately and automatically exercisable as of the Effective Date, and the Executive shall have the right to exercise any such options or stock appreciation rights for a period of one year after the Date of Termination.. Notwithstanding the foregoing, until two years from the date of this Agreement, such options and/or stock appreciation rights shall not be accelerated if such acceleration would result in the failure of a transaction which has been approved by the Continuing Directors (as defined in the Company's charter) and entered into by the Company to qualify as a pooling for accounting purposes; and (iiv) (A) During the period commencing on the Date of Termination and continuing thereafter for a number of years equal to the Severance Multiple, or such longer period as any plan or Policy in which Executive is a participant as of the Date of Termination (such eligibility to be determined based on the terms of such plan or Policy as in effect on the Effective Date or, if more favorable to Executive, the terms of such plan or Policy as in effect on the Date of Termination), the Company shall continue to provide medical (including post-retirement medical benefits transfer to the extent that Executive is or becomes eligible the insurance policy written with respect to the Executive under the Company's Group Term Life Insurance Policy for such benefits as of Executive Officers and the Date of Termination after giving effect right to paragraph (C) of this Section 4(a)(ii)), prescription, dental and similar health care benefits (or, if such benefits are not available, the after-tax economic full cash surrender value thereof determined pursuant to paragraph (D) of this Section 4(a)(ii)) to Executive and his familythereof.

Good Reason; Other Than for Cause or Disability. If, during the ----------------------------------------------- Employment Period, the Company shall terminate the Executive's employment shall be terminated by the Company other than for Cause, death or Disability, or by if the Executive shall terminate employment under this Agreement for Good Reason, then the Company shall have all of the following obligations: (i) The the Company shall pay to the Executive the following amounts in a lump sum in cash within 10 30 days after Executive's the Date of TerminationTermination the aggregate of the following amounts: A. all Accrued Obligations; and B. the amount (Asuch amount shall be hereinafter referred to as the "Severance Amount") an amount equal to the sum of Executive's Accrued Base Salary, Accrued Annual Bonus and accrued but unpaid vacation pay one dollar (collectively, the “Accrued Obligations”), (B$1.00) the Prorated Annual Bonus, (C) less than the product of three (3.0) (such number, the “Severance Multiple”) times the sum of Executive's (I) Annual Base Salary, three (3) and (II) Target Bonus and (IIIthe Executive's "base amount" as defined in Section 280G(b)(3) Average Profit Sharing Plan Contribution; and (D) an amount equal to the value of the unvested portion Internal Revenue Code of Executive's accounts under 1986, as amended (the Profit Sharing Plans as of the Date of Termination"Code"). (ii) the Company shall timely pay and provide the Welfare Benefit Continuation; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical or other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; and (Aiii) During the period commencing on the Date of Termination and continuing thereafter for a number of years equal to the Severance Multipleextent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives of the Company and its affiliated companies and their families (such longer period other amounts and benefits shall be hereinafter referred to as any plan the "Other Benefits"); and (iv) all unvested options or Policy in stock appreciation rights which Executive is a participant then holds to acquire securities from the Company shall be immediately and automatically exercisable as of the Date Effective Date, and the Executive shall have the right to exercise any such options or stock appreciation rights for a period of Termination (such eligibility to be determined based on the terms of such plan or Policy as in effect on the Effective Date or, if more favorable to Executive, the terms of such plan or Policy as in effect on one year after the Date of Termination). Notwithstanding the foregoing, until two years from the date of this Agreement, such options and/or stock appreciation rights shall not be accelerated if such acceleration would result in the failure of a transaction which has been approved by the Continuing Directors (as defined in the Company's charter) and entered into by the Company to qualify as a pooling for accounting purposes; and (v) the Company shall continue to provide medical (including post-retirement medical benefits transfer to the extent that Executive is or becomes eligible the insurance policy written with respect to the Executive under the Company's Group Term Life Insurance Policy for such benefits as of Executive Officers and the Date of Termination after giving effect right to paragraph (C) of this Section 4(a)(ii)), prescription, dental and similar health care benefits (or, if such benefits are not available, the after-tax economic full cash surrender value thereof determined pursuant to paragraph (D) of this Section 4(a)(ii)) to Executive and his familythereof.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, Executive's employment shall be terminated by the Company other than for Cause, death or Disability, or by Executive for Good Reason, then the Company shall have all of the following obligations: (i) The Company shall pay to Executive the following amounts in a lump sum in cash within 10 days after Executive's Date of Termination: (A) an amount equal to the sum of Executive's Accrued Base Salary, Accrued Annual Bonus and accrued but unpaid vacation pay (collectively, the “Accrued Obligations”), (B) the Prorated Annual Bonus, (C) the product of three two (3.02.0) (such number, the “Severance Multiple”) times the sum of Executive's (I) Annual Base Salary, (II) Target Bonus and (III) Average Profit Sharing Plan Contribution; and (D) an amount equal to the value of the unvested portion of Executive's accounts under the Profit Sharing Plans as of the Date of Termination. (ii) (A) During the period commencing on the Date of Termination and continuing thereafter for a number of years equal to the Severance Multiple, or such longer period as any plan or Policy in which Executive is a participant as of the Date of Termination (such eligibility to be determined based on the terms of such plan or Policy as in effect on the Effective Date or, if more favorable to Executive, the terms of such plan or Policy as in effect on the Date of Termination), the Company shall continue to provide medical (including post-retirement medical benefits to the extent that Executive is or becomes eligible for such benefits as of the Date of Termination after giving effect to paragraph (C) of this Section 4(a)(ii)), prescription, dental and similar health care benefits (or, if such benefits are not available, the after-tax economic value thereof determined pursuant to paragraph (D) of this Section 4(a)(ii)) to Executive and his family.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, Executive's employment shall be terminated by the Company shall terminate the Executive’s employment other than for Cause, death or Disability, or by if the Executive shall terminate employment under this Agreement for Good Reason, then the Company shall have all of the following obligations: (i) The the Company shall pay to the Executive the following amounts in a lump sum in cash within 10 sixty days after the Date of Termination the aggregate of the following amounts: A. all Accrued Obligations; and B. the amount (such amount shall be hereinafter referred to as the “Severance Amount”) equal to the product of (I) two and ninety-nine one-hundredths (2.99) and (II) the Executive's ’s “base amount” as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). (ii) the Company shall timely pay and provide, for eighteen months from the Date of Termination: (A) an amount , medical benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided in accordance with the sum applicable plans (including the Company’s 401(k), match and profit-sharing plans), programs, practices and policies described in Section 4(b)(v) of this Agreement as if the Executive's Accrued Base Salary’s employment had not been terminated in accordance with the most favorable plans, Accrued Annual Bonus practices, programs or policies of the Company as in effect and accrued but unpaid vacation pay (collectivelyapplicable generally to other peer executives and their families during the one year period immediately preceding the Effective Date, provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical and dental benefits under another employer provided plan, the “Accrued Obligations”), (B) the Prorated Annual Bonus, (C) the product medical and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of three (3.0) (such numbereligibility and provided, further, that if any Company plan would not allow Executive to participate, the “Severance Multiple”) times the sum Company shall provided to Executive comparable tax-adjusted payments of Executive's (I) Annual Base Salary, (II) Target Bonus and (III) Average Profit Sharing Plan Contributionan equivalent amount; and (Diii) an amount equal to the value extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive’s family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive’s family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company as in effect and applicable generally to other peer executives of the Company and their families, including up to $5,000 in fees paid for out-placement assistance (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); and (iv) all remaining unvested portion of Executive's accounts under stock options or stock appreciation rights which Executive then holds to acquire securities from the Profit Sharing Plans Company shall be immediately and automatically exercisable as of the Date of Termination.; and (iiv) (A) During the period commencing on Company shall pay the Date of Termination and continuing thereafter for Executive in cash a number of years lump sum equal to the Severance Multiple, or such longer period as any plan or Policy in which Executive is a participant as amounts accrued on behalf of the Date of Termination (such eligibility to be determined based on the terms of such plan or Policy as in effect on the Effective Date or, if more favorable to Executive, but not yet vested, under the terms of such plan or Policy as in effect on the Date of Termination), the Company shall continue to provide medical (including postCompany’s profit-retirement medical benefits to the extent that Executive is or becomes eligible for such benefits as of the Date of Termination after giving effect to paragraph (C) of this Section 4(a)(ii)), prescription, dental and similar health care benefits (or, if such benefits are not available, the after-tax economic value thereof determined pursuant to paragraph (D) of this Section 4(a)(ii)) to Executive and his familysharing plan.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment shall be terminated by the Company other than for Cause, death or Disability, or by if the Executive shall terminate employment under this Agreement for Good Reason, then the Company shall have all of the following obligations: (i) The the Company shall pay to the Executive the following amounts in a lump sum in cash within 10 sixty days after the Date of Termination the aggregate of the following amounts: A. all Accrued Obligations; and B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (I) two and ninety-nine one-hundredths (2.99) and (II) the Executive's "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). (ii) the Company shall timely pay and provide, for eighteen months from the Date of Termination: (A) an amount , medical benefits to the Executive and/or the Executive's family at least equal to those which would have been provided in accordance with the sum applicable plans (including the Company's 401(k), match and profit-sharing plans), programs, practices and policies described in Section 4(b)(v) of this Agreement as if the Executive's Accrued Base Salaryemployment had not been terminated in accordance with the most favorable plans, Accrued Annual Bonus practices, programs or policies of the Company as in effect and accrued but unpaid vacation pay (collectivelyapplicable generally to other peer executives and their families during the one year period immediately preceding the Effective Date, provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical and dental benefits under another employer provided plan, the “Accrued Obligations”), (B) the Prorated Annual Bonus, (C) the product medical and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of three (3.0) (such numbereligibility and provided, further, that if any Company plan would not allow Executive to participate, the “Severance Multiple”) times the sum Company shall provided to Executive comparable tax-adjusted payments of Executive's (I) Annual Base Salary, (II) Target Bonus and (III) Average Profit Sharing Plan Contributionan equivalent amount; and (Diii) an amount equal to the value extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company as in effect and applicable generally to other peer executives of the Company and their families, including up to $5,000 in fees paid for out-placement assistance (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (iv) all remaining unvested portion of Executive's accounts under stock options or stock appreciation rights which Executive then holds to acquire securities from the Profit Sharing Plans Company shall be immediately and automatically exercisable as of the Date of Termination.; and (iiv) (A) During the period commencing on Company shall pay the Date of Termination and continuing thereafter for Executive in cash a number of years lump sum equal to the Severance Multiple, or such longer period as any plan or Policy in which Executive is a participant as amounts accrued on behalf of the Date of Termination (such eligibility to be determined based on the terms of such plan or Policy as in effect on the Effective Date or, if more favorable to Executive, but not yet vested, under the terms of such plan or Policy as in effect on the Date of Termination), the Company shall continue to provide medical (including postCompany's profit-retirement medical benefits to the extent that Executive is or becomes eligible for such benefits as of the Date of Termination after giving effect to paragraph (C) of this Section 4(a)(ii)), prescription, dental and similar health care benefits (or, if such benefits are not available, the after-tax economic value thereof determined pursuant to paragraph (D) of this Section 4(a)(ii)) to Executive and his familysharing plan.

Good Reason; Other Than for Cause or Disability. With the exception of Section 5(a)(i) below, the following provisions of this Section 5(a) are subject to the Executive’s delivery (and non-revocation) of an executed release of claims (the “Release”) against the Company and its officers, directors, employees and affiliates, which Release must be delivered to the Company not later than 22 days after the Date of Termination (or such longer period of time permitted by the Company, but in no event later than the latest business day that is not more than 45 days after the Date of Termination); provided, however, that if the Company is unwilling to deliver to the Executive a release of claims in his favor (to be effective concurrent with the effectiveness of non-revocation of his Release), the Executive’s obligation to execute the Release shall be waived. If, during the Employment Period, Executive's employment shall be terminated by the Company shall terminate the Executive’s employment other than for Cause, death Cause or Disability, Disability or by the Executive shall terminate employment for Good Reason, then the Company shall have all of the following obligations: (i) The the Company shall pay to the Executive the following amounts in a lump sum in cash within 10 60 days after the Date of Termination the sum of (1) the Executive's ’s accrued Annual Base Salary and any accrued vacation pay through the Date of Termination: , (A) an amount equal to the sum of Executive's Accrued Base Salary, Accrued Annual Bonus and accrued but unpaid vacation pay (collectively, the “Accrued Obligations”), (B2) the Prorated Annual Bonus, (C) Executive’s business expenses that have not been reimbursed by the product of three (3.0) (such number, the “Severance Multiple”) times the sum of Executive's (I) Annual Base Salary, (II) Target Bonus and (III) Average Profit Sharing Plan Contribution; and (D) an amount equal to the value of the unvested portion of Executive's accounts under the Profit Sharing Plans Company as of the Date of Termination. (ii) (A) During Termination that were incurred by the period commencing on Executive prior to the Date of Termination in accordance with the applicable Company policy, and continuing thereafter (3) the Executive’s Annual Bonus earned for a number of years equal to the Severance Multiple, or such longer period as any plan or Policy fiscal year immediately preceding the fiscal year in which Executive is a participant the Date of Termination occurs if such bonus has not been paid as of the Date of Termination (the sum of the amounts described in clauses (1) through (3), shall be hereinafter referred to as the “Accrued Obligations”); provided that, notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (3) above or clauses (1) or (2) of Section 5(a)(ii) below, then for all purposes of this Section 5, such eligibility to be determined based on deferral elections, and the terms of any applicable arrangements, shall apply to the same portions of the amounts described in such plan or Policy clauses 5(a)(i)(3) and 5(a)(ii)(1)-(2), respectively, and such portions shall not be considered as part of the “Accrued Obligations” but shall instead be “Other Benefits” (as defined below); (ii) the Company shall pay to the Executive, at the time the Annual Bonus in effect respect of the fiscal year in which the Date of Termination occurs otherwise would have been paid had such termination not occurred, the product of (1) the Annual Bonus in respect of such fiscal year which would have been paid to the Executive had such termination not occurred (with the Company permitted to exercise negative discretion only on the Effective Date or, if more a basis that is no less favorable to Executivethe Executive than to other senior executives of the Company generally), and (2) a fraction, the terms numerator of such plan or Policy as which is the number of days from July 1 in effect on the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 (the “Pro Rata Bonus”); (iii) the Company shall pay to the Executive in 24 equal monthly installments, with the first installment payable on the 60th day following the Date of Termination, the amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Target Bonus in respect of the fiscal year of termination or, if the Target Bonus has not been established for such fiscal year, in respect of the immediately preceding fiscal year; (iv) all vested stock options held by the Executive shall be exercisable for two (2) years following the Date of Termination, without regard to any provisions relating to earlier termination of the stock options based on termination of employment, or such longer period as provided in the award agreement (the “Extended Exercisability”); (v) until the second anniversary of such termination, the Company shall continue to provide medical and dental benefits to the Executive and his eligible dependents as if the Executive remained an active employee of the Company (including postcollectively “Welfare Benefits”); provided, however, that the Welfare Benefits that are not non-retirement taxable medical benefits, “disability pay” or “death benefit” plans within the meaning of Treasury Regulation Section 1.409A-1(a)(5) shall be provided and administered in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), which will require that (a) the amount of such benefits provided during one taxable year shall not affect the amount of such benefits provided in any other taxable year, except that to the extent such benefits consist of the reimbursement of expenses referred to in Section 105(b) of the Code, a maximum, if provided under the terms of the plan providing such Welfare Benefit, may be imposed on the amount of such reimbursements over some or all of the period in which such benefit is to be provided to the Executive, as described in Treasury Regulation Section 1.409A-3(i)(1)(iv)(B), (b) to the extent that any such benefits consist of reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred and (c) no such benefit may be liquidated or exchanged for another benefit. Executive shall be solely responsible for all income and employment taxes imposed on him in respect of such provision of Welfare Benefits; and (vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or becomes eligible for such benefits as practice or contract or agreement of the Company and its affiliated companies through the Date of Termination after giving effect (such other amounts and benefits shall be hereinafter referred to paragraph (C) as the “Other Benefits”). As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company. Notwithstanding the foregoing provisions of this Section 4(a)(ii)5(a), prescriptionbut subject to the following provisions of this paragraph, dental (i) any amounts and similar health care benefits which constitute deferred compensation subject to Section 409A of the Code the payment of which is triggered by the Executive’s Separation from Service and that would otherwise be payable or provided under this Section 5(a) prior to the date which is six months after the Executive’s Separation from Service (as defined below) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), or provided on the first business day after the date that is six months following the Executive’s Separation from Service, or, if such benefits are not availableearlier, upon the Executive’s death and (ii) if the Executive incurs a Separation from Service prior to his Date of Termination, the after-tax economic value thereof determined pursuant date of his Separation from Service shall be deemed to paragraph be his Date of Termination (Dor equivalent term) for purposes of determining the date of payment or the payment commencement date under this Agreement and with respect to the Executive’s. Notwithstanding clause (i) above, if any amount of employment or state or local income taxes, within the meaning of regulations promulgated under Section 409A, which are imposed on the Executive (and/or his estate) are payable prior to the sixth month anniversary of the Executive’s Separation from Service with respect to any deferred compensation amount, the Company shall utilize and be deemed to have paid a portion of any such deferred compensation to the extent necessary for the payment of such employment or state or local income taxes. For purposes of this Agreement, a “Separation from Service” shall be determined in accordance with regulations promulgated under Section 4(a)(ii)) to Executive and his family409A of the Code using the default rule under such regulations.

Good Reason; Other Than for Cause or Disability. If, during If the Employment Period, Company shall terminate the Executive's employment shall be terminated by the Company other than for Cause, death Cause or Disability, or by if the Executive shall terminate his employment for Good Reason, then the Company shall have all of the following obligations: (i) The Company shall pay cause the Executive to Executive receive the aggregate of the following amounts in a lump sum in cash within 10 days after Executive's Date of Terminationamounts: (A) an amount equal to Continuation of Base Salary through the sum third anniversary of Executive's Accrued Base Salary, Accrued Annual Bonus and accrued but unpaid vacation pay (collectively, the “Accrued Obligations”),Effective Date; (B) Any options or stock awards previously granted and not yet vested as of the Prorated Annual Bonus,Date of Termination shall be fully vested immediately, and all options shall remain exercisable through the end of their original term; (C) All unpaid and vested compensation and Benefits accrued or earned by the product Executive as of three (3.0) (such numberthe Date of Termination, the “Severance Multiple”) times the sum of Executive's (I) Annual Base Salaryincluding, (II) Target Bonus and (III) Average Profit Sharing Plan Contributionbut not limited to, all Accrued Obligations; and (D) an amount equal to the value Any unpaid balance of the unvested portion promotion bonus provided for by Section 4(d) of Executive's accounts under the Profit Sharing Plans as of the Date of Terminationthis Agreement. (ii) (A) During Through the period commencing on third anniversary of the Date of Termination and continuing thereafter for a number of years equal to the Severance MultipleEffective Date, or such longer period as any plan plan, program, practice or Policy in which Executive is a participant as of the Date of Termination (such eligibility to be determined based on the terms of such plan or Policy as in effect on the Effective Date or, if more favorable to Executive, the terms of such plan or Policy as in effect on the Date of Termination)policy may provide, the Company shall continue to provide medical (including post-retirement medical benefits to the extent that Executive is or becomes eligible for such benefits as of and/or the Date of Termination after giving effect Executive's family at least equal to paragraph (Cthose which would have been provided to them in accordance with Section 5(b) of this Agreement if the Executive's employment had not been terminated, including health insurance and life insurance. Thereafter, the Executive shall be treated as a retired senior executive of the Company for purposes of Benefits provided by the Company to such retirees. It is understood that the Executive's rights under this Section 4(a)(ii)7 are in lieu of all other rights which the Executive may otherwise have had upon termination of this Agreement, except his rights pursuant to the Change in Control Agreement dated as of March 23, 1999 between the Company and the Executive, as amended, (which rights shall be in lieu of his rights under this Section 7), prescription, dental and similar health care benefits (or, if such benefits are not available, the after-tax economic value thereof determined pursuant to paragraph (D) except that no provision of this Section 4(a)(ii)) Agreement is intended to Executive and his familyadversely affect the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment shall be terminated by the Company other than for Cause, death or Disability, or by if the Executive shall terminate employment under this Agreement for Good Reason, then the Company shall have all of the following obligations: (i) The the Company shall pay to the Executive the following amounts in a lump sum in cash within 10 thirty days after Executive's the Date of TerminationTermination the aggregate of the following amounts: (A) an amount equal to the sum of Executive's Accrued Base Salary, Accrued Annual Bonus and accrued but unpaid vacation pay (collectively, the “A. All Accrued Obligations”), (B) the Prorated Annual Bonus, (C) the product of three (3.0) (such number, the “Severance Multiple”) times the sum of Executive's (I) Annual Base Salary, (II) Target Bonus and (III) Average Profit Sharing Plan Contribution; and (Dii) an amount equal to the value of the unvested portion of Executive's accounts under the Profit Sharing Plans as of Company shall timely pay and provide, for eighteen months from the Date of Termination. (ii) (A) During , medical benefits to the period commencing on Executive and/or the Date of Termination and continuing thereafter for a number of years Executive's family at least equal to those which would have been provided in accordance with the Severance Multipleapplicable plans (including the Company's 401(k), match and profit-sharing plans), programs, practices and policies described in Section 4(b)(v) of this Agreement as if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or such longer period as any plan or Policy in which Executive is a participant as policies of the Date of Termination (such eligibility to be determined based on the terms of such plan or Policy Company as in effect on and applicable generally to other peer executives and their families during the one year period immediately preceding the Effective Date orDate, provided, however, that if more favorable the Executive becomes re-employed with another employer and is eligible to Executivereceive medical and dental benefits under another employer provided plan, the terms medical and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of such eligibility and provided, further, that if any Company plan or Policy as in effect on the Date of Termination)would not allow Executive to participate, the Company shall continue provided to provide medical Executive comparable tax-adjusted payments of an equivalent amount; (including post-retirement medical benefits iii) to the extent that not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or becomes eligible for such benefits as practice or contract or agreement of the Date Company as in effect and (iv) all of Termination after giving effect Executive's options to paragraph (C) of this Section 4(a)(ii)), prescription, dental and similar health care benefits (or, if such benefits are not available, purchase the after-tax economic value thereof determined pursuant to paragraph (D) of this Section 4(a)(ii)) to Executive and his familyCompany's common stock shall vest immediately.