Common use of Good Reason; Without Cause; Death or Disability Clause in Contracts

Good Reason; Without Cause; Death or Disability. If, during the Change of Control Period, RBMG shall terminate the Executive's employment without Cause, the Executive shall terminate employment for Good Reason or the Executive's employment terminates for death or Disability, and subject to the limitation set forth in Section 4(c): (i) RBMG shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid and (2) the product of (x) the Executive's annual bonus paid or payable, including any bonus or portion thereof which has been earned but deferred, (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months) for the most recently completed fiscal year, if any (the "Most Recent Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; provided, that, such amount shall not be paid if duplicative of any amounts payable under the Company's annual incentive plans, and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any unused annual vacation pay, in each case to the extent not theretofore paid; and B. an amount equal to the sum of (1) the Executive's Annual Base Salary and (2) the lesser of (I) the Executive's Most Recent Annual Bonus or (II) $100,000; and (ii) RBMG shall provide medical, dental and vision insurance coverage for the Executive and his current spouse and eligible dependents until the first to occur of (A) the first anniversary of the Date of Termination or (B) the death of the Executive and his spouse, that is comparable to the most favorable medical, dental and vision insurance coverage provided by the Company for the Executive (and such spouse and dependents) during the 120-day period immediately prior to the Change of Control, with the Executive (or such spouse) continuing to pay the employee portion of the premiums for such coverage (in the same pro rata amount as during the 120-day period prior to the Change of Control).

Good Reason; Without Cause; Death or Disability. If, during the Change of Control Employment Period, RBMG the Company shall terminate the Executive's employment without Cause, Cause or for Death or Disability or the Executive shall terminate employment for Good Reason or the Executive's employment terminates for death or Disability, and subject to the limitation set forth in Section 4(c):Reason: (i) RBMG the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. (A) the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid and Termination, (2) the product a pro rata portion of (x) the Executive's annual bonus paid or payable, including any bonus or portion thereof which has been earned but deferred, (and annualized ’s Annual Bonus for any fiscal the year consisting of less than twelve full months or during in which the Executive was employed for less than twelve full months) for the most recently completed fiscal yearDate of Termination occurs, if any (the "Most Recent Annual Bonus") and (y) a fraction, the numerator of which is based on the number of days in the current fiscal of employment that year through up to the Date of Termination, and the denominator of which is 365; provided, that, such amount shall not be paid if duplicative of any amounts payable under the Company's annual incentive plans, Termination divided by 365 days,) and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any unused annual vacation paid time off pay, in each case to the extent not theretofore paidpaid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. an (B) the amount equal to the sum of (1x) the Executive's Annual Base Salary and (y) the Annual Bonus for which the Executive was eligible for the year in which the Date of Termination occurs; and (C) if Executive executes a release of in the form set forth in Exhibit I attached hereto, and said release of claims becomes effective by its terms, the additional amount equal to two times the sum of (x) Annual Base Salary and (y) the Annual Bonus for which the Executive was eligible for the year in which the Date of Termination occurs; and (D) a separate lump-sum supplemental retirement benefit equal to the difference between (1) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plan during the 90-day period immediately preceding the Effective Date) of the benefit payable under the Retirement Plan and any SERP providing benefits for the Executive that the Executive would receive if the Executive's employment continued at the compensation level provided for in Sections 4(b)(i) and (ii) for the remainder of the Employment Period, assuming for this purpose that all accrued normal and early retirement benefits are fully vested and that benefit accrual formulas are no less advantageous to the Executive than those in effect during the 90-day period immediately preceding the Effective Date, and (2) the lesser actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plan during the 90-day period immediately preceding the Effective Date) of (I) the Executive's Most Recent Annual Bonus actual benefit (paid or (II) $100,000payable), if any, under the Retirement Plan and the SERP; and (ii) RBMG shall provide medical, dental and vision insurance coverage 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 Executive and/or the Executive's family at least equal to those that would have been provided to them in accordance with the plans, programs, practices and his current spouse policies described in Sections 4(b)(v) and 4(b)(vii) if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies as in effect and applicable generally to other executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families; provided, however, that if the Executive becomes re-employed with another employer and is eligible dependents 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 (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation") and the Executive shall no longer be entitled to receive fringe benefits from the Company. 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 first end of the Employment Period and to occur have retired on the last day of (A) such period; provided, however, that the first anniversary Executive shall be entitled to the more favorable of the retiree benefits in effect on the Date of Termination or (B) the death retiree benefits in effect on the date that would have been the last date of the Employment Period if the Executive and his spouse, that is comparable had remained employed; and (iii) to the most favorable medicalextent not theretofore paid or provided, dental and vision insurance coverage provided by the Company for 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 such spouse under any plan, program, policy or practice or contract or agreement of the Company and dependents) its affiliated companies as in effect and applicable generally to other peer executives and their families during the 12090-day period immediately prior preceding the Effective Date or, if more favorable to the Change Executive, as in effect generally thereafter with respect to other peer executives of Control, with 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) if the Executive is age 55 or older, in lieu of receiving monthly benefits under the SERP the Executive may elect, by giving at least 120 days written notice to the Company, to receive the Actuarial Equivalent (or such spouseas defined in the SERP) continuing to pay the employee portion lump sum value of the premiums for normal form of payment of SERP benefits based upon the retirement benefit payable under the SERP at Executive's age upon the Date of Termination, or to have such coverage (in the same pro rata amount as during the 120-day period prior Actuarial Equivalent lump sum value transferred to the Change Company's Deferred Compensation Plan or any successor deferred compensation plan. If the Executive is younger than the minimum age for eligibility for payment of Control)SERP benefits, the Executive may elect to receive the discounted present value, using a seven percent discount rate, of the Actuarial Equivalent lump sum value of the SERP benefits to which the Executive would be entitled at the minimum age.

Good Reason; Without Cause; Death or Disability. If, during the Change of Control Employment Period, RBMG the Company shall terminate the Executive's ’s employment without Cause, Cause or for Death or Disability or the Executive shall terminate employment for Good Reason or the Executive's employment terminates for death or Disability, and subject to the limitation set forth in Section 4(c):Reason: (i) RBMG the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. (A) the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid and Termination, (2) the product a pro rata portion of (x) the Executive's annual bonus paid or payable, including any bonus or portion thereof which has been earned but deferred, (and annualized ’s Annual Bonus for any fiscal the year consisting of less than twelve full months or during in which the Executive was employed for less than twelve full months) for the most recently completed fiscal yearDate of Termination occurs, if any (the "Most Recent Annual Bonus") and (y) a fraction, the numerator of which is based on the number of days in the current fiscal of employment that year through up to the Date of Termination, and the denominator of which is 365; provided, that, such amount shall not be paid if duplicative of any amounts payable under the Company's annual incentive plans, Termination divided by 365 days,) and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any unused annual vacation paid time off pay, in each case to the extent not theretofore paidpaid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the “Accrued Obligations”); and B. an (B) the amount equal to the sum of (1x) the Executive's Annual Base Salary and (y) the Annual Bonus for which the Executive was eligible for the year in which the Date of Termination occurs; and (C) if Executive executes a release of in the form set forth in Exhibit I attached hereto, and said release of claims becomes effective by its terms, the additional amount equal to two times the sum of (x) Annual Base Salary and (y) the Annual Bonus for which the Executive was eligible for the year in which the Date of Termination occurs; and (D) a separate lump-sum supplemental retirement benefit equal to the difference between (1) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plan during the 90-day period immediately preceding the Effective Date) of the benefit payable under the Retirement Plan and any SERP providing benefits for the Executive that the Executive would receive if the Executive’s employment continued at the compensation level provided for in Sections 4(b)(i) and (ii) for the remainder of the Employment Period, assuming for this purpose that all accrued normal and early retirement benefits are fully vested and that benefit accrual formulas are no less advantageous to the Executive than those in effect during the 90-day period immediately preceding the Effective Date, and (2) the lesser actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plan during the 90-day period immediately preceding the Effective Date) of (I) the Executive's Most Recent Annual Bonus ’s actual benefit (paid or (II) $100,000payable), if any, under the Retirement Plan and the SERP; and (ii) RBMG shall provide medical, dental and vision insurance coverage 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 Executive and/or the Executive’s family at least equal to those that would have been provided to them in accordance with the plans, programs, practices and his current spouse policies described in Sections 4(b)(v) and 4(b)(vii) if the Executive’s employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies as in effect and applicable generally to other executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families; provided, however, that if the Executive becomes re-employed with another employer and is eligible dependents 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 (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as “Welfare Benefit Continuation”) and the Executive shall no longer be entitled to receive fringe benefits from the Company. 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 first end of the Employment Period and to occur have retired on the last day of (A) such period; provided, however, that the first anniversary Executive shall be entitled to the more favorable of the retiree benefits in effect on the Date of Termination or (B) the death retiree benefits in effect on the date that would have been the last date of the Employment Period if the Executive and his spouse, that is comparable had remained employed; and (iii) to the most favorable medicalextent not theretofore paid or provided, dental and vision insurance coverage provided by the Company for 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 such spouse under any plan, program, policy or practice or contract or agreement of the Company and dependents) its affiliated companies as in effect and applicable generally to other peer executives and their families during the 12090-day period immediately prior preceding the Effective Date or, if more favorable to the Change Executive, as in effect generally thereafter with respect to other peer executives of Control, with 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) if the Executive is age 55 or older, in lieu of receiving monthly benefits under the SERP the Executive may elect, by giving at least 120 days written notice to the Company, to receive the Actuarial Equivalent (or such spouseas defined in the SERP) continuing to pay the employee portion lump sum value of the premiums for normal form of payment of SERP benefits based upon the retirement benefit payable under the SERP at Executive’s age upon the Date of Termination, or to have such coverage (in the same pro rata amount as during the 120-day period prior Actuarial Equivalent lump sum value transferred to the Change Company’s Deferred Compensation Plan or any successor deferred compensation plan. If the Executive is younger than the minimum age for eligibility for payment of Control)SERP benefits, the Executive may elect to receive the discounted present value, using a seven percent discount rate, of the Actuarial Equivalent lump sum value of the SERP benefits to which the Executive would be entitled at the minimum age.